MasterCraft Boat Holdings, Inc.
PART I
ITEM 1. BUSINESS
We are a leading innovator, designer, manufacturer, and marketer of recreational powerboats sold through our three brands, MasterCraft, Crest, and Balise. As a leader in recreational marine, we strive to deliver the best on-water experience through innovative, high-quality products with a relentless focus on the consumer.
Our Segments
MasterCraft Segment
Our MasterCraft segment, which manufactures and sells premium ski/wake boats, consists of our MasterCraft brand. The MasterCraft brand was founded in 1968 and evolved over the next 55-plus years to become the most award-winning ski/wake boat manufacturer in the world. Today, MasterCraft participates in one of the highest margin producing category within the powerboat industry by manufacturing the industry’s premier competitive water ski, wakeboarding, and wake surfing performance boats. We believe the MasterCraft brand is known among boating enthusiasts for high performance, premier quality, and relentless innovation. We believe that the market recognizes MasterCraft as a premier brand in the powerboat industry due to the overall superior value proposition that our boats deliver to consumers. We work tirelessly every day to maintain this iconic brand reputation.
Pontoon Segment
Our Pontoon segment, which manufactures and sells pontoon boats, consists of our Crest and our Balise brands. The Pontoon segment participates in the largest unit producing category in the powerboat industry. Crest, which we acquired in October 2018, was founded in 1957 and has grown to be one of the top producers of innovative, high-quality pontoon boats ranging from 20 to 27 feet. Crest’s long-standing reputation for high-quality, standard features and content, and innovation provides Crest with strong dealer and consumer bases in its core geographic markets.
Our Balise brand, an all-new, independent pontoon brand which was launched in April 2024, has been conceived with the discerning consumer in mind. With luxurious accents and appointments not typically found in pontoons, we seek to manufacture our Balise boats to the highest quality standards and to position the brand as the most luxurious pontoon on the market.
Unless the context otherwise requires, “MasterCraft” and “Pontoon,” as used herein, refer to our segments as described above.
Our Products
We design, manufacture, and sell premium recreational inboard ski/wake and outboard boats that we believe deliver superior performance for water skiing, wakeboarding, and wake surfing, as well as general recreational boating. In addition, we offer various accessories, including trailers and aftermarket parts.
Our MasterCraft portfolio of ProStar, XStar, X, XT, and NXT models are designed for the highest levels of performance, styling, and enjoyment for both recreational and competitive use. The ProStar, XStar and X models are geared towards the consumer seeking the most premium and highest performance boating experience that we offer, and generally command a price premium over our competitors’ boats at retail prices ranging from approximately $120,000 to $500,000. The MasterCraft XT lineup is designed to offer ultimate flexibility to consumers with maximum customization and maximum performance at retail prices ranging from approximately $155,000 to $225,000. The NXT models offer the quality, performance, styling, and innovation of the MasterCraft brand to the entry-level consumer, with retail prices ranging from approximately $110,000 to $150,000.
Our Crest portfolio of pontoon boats are designed for the ultimate in comfort and recreational pleasure boating. Crest’s pontoon boats are designed to offer consumers the best in luxury, style and performance without compromise across a diverse model lineup ranging in length from 20 to 27 feet. The Signature Line is home to Crest’s Classic models. The Premium Line boasts the Caribbean and Upper Sun Deck models with sleek lines, available tower options, unique color combinations and top-quality construction. The Ultimate Luxury Line represents the pinnacle of lavish amenities, featuring the Continental, Continental NX, and Savannah models. This lineup anticipates every need with thoughtful options, an industry-first integrated dual windshield and premium upholstery and audio upgrades. The Electric Line harmonizes industry innovations by introducing eco-friendly pontoon boats. The Current model allows consumers to
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enjoy a level of peace and relaxation with less noise and minimal emissions. Crest’s retail prices range from approximately $40,000 to $300,000.
We believe our Balise portfolio of models are the most refined pontoon boats in the luxury watercraft space. With sizes ranging from 24 to 26 feet and two unique seating configurations, the Balise line is the perfect boat for the discerning consumer. Our two models, Horizon and Helix, bring unrivaled luxury to the pontoon segment. Balise retail prices range from $230,000 to $350,000.
Our products are sold through extensive networks of independent dealers domestically and internationally. We target our distribution to the market category’s highest performing dealers. The majority of our MasterCraft brand dealers are exclusive to our MasterCraft product lines within the ski/wake category, highlighting the commitment of our key dealers to the MasterCraft brand. Our other brands are generally served on a nonexclusive basis by their respective dealers.
We consistently review our distribution networks to identify opportunities to expand our geographic footprint and improve our coverage of the market. We constantly monitor the health and strength of our dealers by analyzing each dealer’s retail sales and inventory and have established processes to identify under-performing dealers in order to assist them in improving their performance, to allow us to switch to a more effective dealer, or to direct product to markets with the greatest retail demand. These processes also allow us to better monitor dealer inventory levels and product turns and contribute to a healthier dealer network that is better able to stock and sell our products. We believe our outstanding dealer networks and our proactive approach to dealer management allow us to distribute our products more effectively than our competitors and will help us capitalize on growth opportunities as our industry volumes continue to increase.
For fiscal 2025, the Company’s top ten dealers accounted for approximately 34% of our net sales and none of our dealers individually accounted for more than 10% of our total net sales.
Domestic. As of June 30, 2025, our MasterCraft brand had a total of 82 domestic dealers across 129 locations. Our Pontoon segment had a total of 126 domestic dealers across 156 locations. We define domestic dealers as those dealers with locations inside of the United States.
International. As of June 30, 2025, through our MasterCraft brand, we had a total of 47 international dealers and 57 locations. Our Pontoon segment had nine international dealers and 10 locations. We define international dealers as those dealers with locations outside of the United States. We are present in Canada, Europe, Australia, South America, Africa, Asia, including Hong Kong, and the Middle East. We generated 11.4%, 14.0%, and 10.8% of our net sales internationally in fiscal 2025, 2024, and 2023, respectively.
Dealer Relations
We have developed a system of financial incentives for our dealers based on achievement of key benchmarks. In addition, we provide our dealers with comprehensive sales training and a complete set of technology-based tools designed to help dealers maximize performance. Our dealer incentive program has been refined through years of experience with some of the key elements including wholesale rebates, retail rebates and promotions, other allowances, and floor plan interest reimbursement or cash discounts to encourage balanced production throughout the year.
Beyond our incentive programs, we have developed a proprietary web-based management tool that is used by our dealers on a day-to-day basis to improve their own businesses as well as enhance communication with our factory and sales management teams. Our business-to-business application efficiently executes many critical functions, including warranty registrations, warranty claims, boat ordering and tracking, parts ordering, technical support, and inventory reporting. This system facilitates communication between our sales team and the dealer network and allows our manufacturing department to review consumer demand in real time.
Manufacturing
MasterCraft boats and trailers are manufactured and lake-tested at our 310,000 square-foot facility located in Vonore, Tennessee. We are proud that our MasterCraft brand continues to achieve compliance with all three of the ISO 9001 (Quality Management Systems), 14001 (Environmental Management Systems), and 45001 (International Occupational Health and Safety Management System) standards. Crest and Balise boats are manufactured at our 270,000 square-foot facility located in Owosso, Michigan.
The rigorous and consumer-centric attention to detail in the design and manufacturing of our products results in boats of high quality which provides an exceptional on water experience across all of our brands. Our dedication to quality permits our consumers to enjoy our products with confidence.
Our boats are built through a continuous flow manufacturing process that encompasses fabrication, assembly, quality management, and testing. We manufacture certain components and subassemblies for our boats, such as upholstery, and procure other components from third-party vendors and install them on the boat. We have several exclusive supplier partnerships for certain critical components, such
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as aluminum billet, towers, and engine packages. For MasterCraft, we also build custom trailers that match the exact size and design-characteristics of our boats.
Suppliers
We purchase a wide variety of raw materials from our supplier base, including resins, fiberglass, aluminum, lumber and steel, as well as parts and components such as engines and electronic controls. We maintain long-term contracts with certain strategic suppliers and informal arrangements with other suppliers.
We are focused on working with our supply chain partners to enable cost improvement, world-class quality, and continuous product innovation. We have engaged our key suppliers in collaborative preferred supplier relationships and have developed processes including annual cost reduction targets, product reliability improvement projects, and extensive product testing requirements to ensure that our suppliers produce to the highest levels of quality expected of our brands and at lowest total cost. These collaborative efforts begin at the design stage, as our key suppliers are integrated into design and development planning well in advance of launch, which allows us to control costs and to leverage the expertise of our suppliers in developing product innovations. We believe these collaborative relationships with our key strategic suppliers have contributed to significant improvements in product quality, innovation, and profitability.
The most significant components used in manufacturing our boats, based on cost, are engine packages. For our MasterCraft brand, Ilmor Engineering, Inc. (“Ilmor”) is our exclusive engine supplier and for our Crest brand, Mercury Marine (“Mercury”) is our largest engine supplier. For our Balise brand, we have partnered with Mercury to be the exclusive engine supplier. We maintain strong and long-standing relationships with Ilmor and Mercury. During fiscal 2025, Ilmor was our largest overall supplier. In addition to ski/wake engines, Ilmor’s affiliates produce engines used in a number of leading racing boats and race cars. We work closely with Ilmor to remain at the forefront of engine design, performance, and manufacturing. We believe our long-term relationships with our engine supplier partners is a key competitive advantage.
Research and Development, Product Development and Engineering
We are strategically and financially committed to innovation, as reflected in our dedicated product development and engineering groups and evidenced by our track record of new product and feature introduction. Our product development and engineering group brings to our product development efforts significant expertise across core disciplines, including boat design, computer-aided design, naval engineering, electrical engineering, and mechanical engineering. They are responsible for execution of all facets of our new product and innovation strategy, starting with design and development of new boat models and innovative features, engineering these designs for manufacturing, and integrating new boats and features into production. Our product development and engineering functions work closely with our Strategic Portfolio Management Team which includes senior leadership from Sales, Marketing and Finance, all working together to develop our long-term product and innovation strategies.
We have structured processes to obtain consumer, dealer, and management feedback to guide our long-term product lifecycle and portfolio planning. In addition, extensive testing and coordination with our manufacturing groups are important elements of our product development process, which we believe enable us to leverage the lessons from past launches and minimize the risk associated with the release of new products. Our strategy is to launch new models each year, which will allow us to renew our product portfolio with innovative offerings at a rate that we believe will be difficult for our competitors to match without significant additional capital investments. In addition to our product strategy, we manage a separate innovation development process which allows us to design innovative new features for our boats in a disciplined manner and to launch these innovations in a more rapid time frame and with higher quality. These enhanced processes have reduced the time to market for our new product pipeline. Our research and product development expense for fiscal 2025, 2024, and 2023 was $6.5 million, $6.8 million, and $6.3 million, respectively.
Intellectual Property
We rely on a combination of patent, trademark, and copyright protection, trade secret laws, confidentiality procedures, and contractual provisions to protect our rights in our brands, products, and proprietary technology. We also protect our vessel hull designs through vessel hull design registrations. This is an important part of our business and we intend to continue protecting our intellectual property. We currently hold more than 75 U.S. patents and more than 10 foreign patents, including utility and design patents for our transom surf seating, our DockStar handling system, and our SurfStar surf system technology among numerous other innovations. Provided that we comply with all statutory maintenance requirements, our patents are expected to expire between 2028 and 2043. We also have additional patent applications pending in the U.S. and worldwide. We also own in excess of 120 trademark registrations in various countries around the world, most notably for the MasterCraft, Crest, and Balise names and/or logos, as well as numerous model names in MasterCraft’s XStar, X, XT, NXT, and ProStar product families, and we have several pending applications for additional registrations. Such trademarks may endure in perpetuity on a country-by-country basis provided that we comply with all statutory maintenance requirements, including continued use of each trademark in each such country. In addition, we own 38 registered U.S. copyrights. Finally, we have registered more than 20 vessel hull designs with the U.S. Copyright Office, the most recent of which will remain in force through 2030.
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Financial statements
data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis should be read together with the sections entitled “Risk Factors” and the financial statements and the accompanying notes included elsewhere in this Form 10-K. In addition, the statements in this discussion and analysis regarding the performance expectations 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” and in “Risk Factors” above. Our actual results may differ materially from those contained in or implied by any forward-looking statements.
This section generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 are not included in this Annual Report on Form 10-K and can be found in Item 7 of the Company’s Annual Report on Form 10-K for the year ended June 30, 2024, which was filed with the SEC on August 30, 2024.
Key Performance Measures
From time to time we use certain key performance measures in evaluating our business and results of operations and we may refer to one or more of these key performance measures in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These key performance measures include:
Overview
Discontinued Operations
On October 18, 2024, the Company completed the Aviara Transaction and on December 23, 2024, the Company completed the Aviara Facility Sale. In fiscal 2023, the Company sold its NauticStar business. The Company's results for all periods presented, as discussed in Management's Discussion and Analysis, are presented on a continuing operations basis. Results related to our Aviara and NauticStar reporting units are reported as discontinued operations for all periods presented. See Notes 1 and 3 in Notes to Consolidated Financial Statements for more information on discontinued operations.
Leadership Transition
On April 7, 2025 Timothy M. Oxley, Chief Financial Officer (“CFO”) of the Company, announced his retirement from the Company, effective December 31, 2025. Prior to his retirement, Mr. Oxley stepped down as CFO, effective June 30, 2025, at which time, Mr. Oxley began serving as a Special Advisor. Scott Kent, Vice President of Finance, succeeded Mr. Oxley as CFO, effective July 1, 2025.
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Tariff and Trade Environment
The recently imposed U.S. tariffs did not materially impact our fiscal 2025 results, but their effects and the potential imposition of modified or additional tariffs may, among other things, create new trade barriers that disrupt supply chains, raise costs, weaken consumer confidence and impact consumer demand for our products, and impact our ability to export our products, all of which could have an adverse effect on our business and financial results. The extent of the impact of tariffs on the Company’s business is highly uncertain and difficult to predict. We are closely monitoring the rapidly evolving tariff landscape and are working diligently with key suppliers to mitigate risks. For additional information regarding the potential impacts of tariffs on our business and results of operations, see Item 1A “Risk Factors — Risks Relating to Our Regulatory, Accounting, Legal, and Tax Environment.”
Results of Operations
Fiscal 2025 was impacted by anticipated market and economic uncertainty. Net sales decreased primarily due to planned lower unit volumes aimed at aligning dealer inventories with retail demand. Gross margin declined due to lower cost absorption driven by decreased production volume.
We derived the consolidated statements of operations for the fiscal years ended June 30, 2025 and 2024 from our audited consolidated financial statements and related notes included elsewhere in this Form 10-K. Our historical results are not necessarily indicative of the results that may be expected in the future.
Consolidated Results
|
2025 |
|
2024 |
|
Change |
|
|
% Change |
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(Dollar amounts in thousands) |
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|
|
|
|
|
|
||||||
Consolidated statements of operations: |
|
|
|
|
|
|
|
|
|
||||
NET SALES |
$ |
284,203 |
|
$ |
322,351 |
|
$ |
(38,148 |
) |
|
|
(11.8 |
%) |
COST OF SALES |
|
227,338 |
|
|
250,741 |
|
|
(23,403 |
) |
|
|
(9.3 |
%) |
GROSS PROFIT |
|
56,865 |
|
|
71,610 |
|
|
(14,745 |
) |
|
|
(20.6 |
%) |
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
||||
Selling and marketing |
|
11,740 |
|
|
11,203 |
|
|
537 |
|
|
|
4.8 |
% |
General and administrative |
|
32,093 |
|
|
31,119 |
|
|
974 |
|
|
|
3.1 |
% |
Amortization of other intangible assets |
|
1,800 |
|
|
1,812 |
|
|
(12 |
) |
|
|
(0.7 |
%) |
Total operating expenses |
|
45,633 |
|
|
44,134 |
|
|
1,499 |
|
|
|
3.4 |
% |
OPERATING INCOME |
|
11,232 |
|
|
27,476 |
|
|
(16,244 |
) |
|
|
(59.1 |
%) |
OTHER INCOME (EXPENSE): |
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
(1,169 |
) |
|
(3,292 |
) |
|
2,123 |
|
|
|
(64.5 |
%) |
Interest income |
|
3,472 |
|
|
5,789 |
|
|
(2,317 |
) |
|
|
(40.0 |
%) |
INCOME BEFORE INCOME TAX EXPENSE |
|
13,535 |
|
|
29,973 |
|
|
(16,438 |
) |
|
|
(54.8 |
%) |
INCOME TAX EXPENSE |
|
2,820 |
|
|
6,730 |
|
|
(3,910 |
) |
|
|
(58.1 |
%) |
INCOME FROM CONTINUING OPERATIONS |
$ |
10,715 |
|
$ |
23,243 |
|
$ |
(12,528 |
) |
|
|
(53.9 |
%) |
Additional financial and other data: |
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Unit sales volume: |
|
|
|
|
|
|
|
|
|
||||
MasterCraft |
|
1,548 |
|
|
1,755 |
|
|
(207 |
) |
|
|
(11.8 |
%) |
Pontoon |
|
745 |
|
|
1,241 |
|
|
(496 |
) |
|
|
(40.0 |
%) |
Consolidated unit sales volume |
|
2,293 |
|
|
2,996 |
|
|
(703 |
) |
|
|
(23.5 |
%) |
Net sales: |
|
|
|
|
|
|
|
|
|
||||
MasterCraft |
$ |
240,763 |
|
$ |
262,736 |
|
$ |
(21,973 |
) |
|
|
(8.4 |
%) |
Pontoon |
|
43,440 |
|
|
59,615 |
|
|
(16,175 |
) |
|
|
(27.1 |
%) |
Consolidated net sales |
$ |
284,203 |
|
$ |
322,351 |
|
$ |
(38,148 |
) |
|
|
(11.8 |
%) |
Net sales per unit: |
|
|
|
|
|
|
|
|
|
||||
MasterCraft |
$ |
156 |
|
$ |
150 |
|
$ |
6 |
|
|
|
4.0 |
% |
Pontoon |
|
58 |
|
|
48 |
|
|
10 |
|
|
|
20.8 |
% |
Consolidated net sales per unit |
|
124 |
|
|
108 |
|
|
16 |
|
|
|
14.8 |
% |
Gross margin |
|
20.0 |
% |
|
22.2 |
% |
(220) bps |
|
|||||
Net Sales. Net Sales decreased 11.8 percent for fiscal 2025 when compared to fiscal 2024. The decrease was a result of planned lower unit volumes and changes in price, partially offset by favorable model mix related to new product introductions, favorable option sales, and decreased dealer incentives.
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Gross Margin. Gross Margin percentage declined 220 basis points during fiscal 2025 when compared to fiscal 2024. Lower margins were the result of lower cost absorption due to decreased production volume, material and overhead inflation, and changes in sales price.
Operating Expenses. Operating expenses increased 3.4 percent during fiscal 2025 when compared to the same prior year period mainly due to increased variable compensation costs.
Interest Expense. Interest expense decreased $2.1 million primarily due to all outstanding borrowings under the Credit Agreement being repaid during the first six months of fiscal 2025.
Interest Income. Interest income decreased $2.3 million during fiscal 2025 primarily due to certain investment securities being sold to repay outstanding borrowings under the Revolving Credit Facility during the second quarter of fiscal 2025.
Income Tax Expense. Our consolidated effective income tax rate decreased to 20.8 percent for fiscal 2025 from 22.5 percent for fiscal 2024. See Note 10 in Notes to Consolidated Financial Statements for more information.
Segment Results
MasterCraft Segment
The following table sets forth MasterCraft segment results for the fiscal years ended:
Next expected filings
- ~2026-08-26 10-K expected by 2026-08-31 (in 3 days)
- ~2026-11-05 10-Q expected by 2026-11-07 (in 74 days)
- ~2027-02-04 10-Q expected by 2027-02-06 (in 165 days)
- ~2027-05-06 10-Q expected by 2027-05-08 (in 256 days)
Predicted from historical filing cadence; not an SEC commitment.
Recent SEC filings
- 2026-05-22 8-K Other Events
- 2026-05-15 8-K Completion of Acquisition/Disposition; Officer/Director Change; Regulation FD Disclosure; Financial Statements and Exhibits
- 2026-05-12 8-K Shareholder Vote Results; Other Events
- 2026-05-07 8-K Earnings Release; Financial Statements and Exhibits
- 2026-05-07 10-Q Quarterly Report
- 2026-05-01 8-K Other Events
- 2026-03-16 S-4 Registration (Merger)
- 2026-02-05 10-Q Quarterly Report
- 2026-02-05 8-K Material Agreement Entered; Material Financial Obligation; Officer/Director Change; Financial Statements and Exhibits
- 2026-02-05 8-K Earnings Release; Other Events; Financial Statements and Exhibits
- 2025-11-06 10-Q Quarterly Report
- 2025-11-06 8-K Earnings Release; Financial Statements and Exhibits
- 2025-08-27 10-K Annual Report
- 2025-08-27 8-K Earnings Release; Financial Statements and Exhibits
- 2025-05-07 10-Q Quarterly Report