MALIBU BOATS, INC.

Previous wording

Malibu Boats, Inc. is a Delaware corporation with its principal offices in Loudon, Tennessee. We use the terms "Malibu," the "Company," "we," "us," "our" or similar references to refer to Malibu Boats, Inc., its subsidiary, Malibu Boats Holdings, LLC, or the LLC, and its subsidiary Malibu Boats, LLC, or Boats LLC and its consolidated subsidiaries.

Current wording

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

Previous wording

We sell our boats under nine brands as shown in the table below, and we report our results of operations under four reportable segments, Malibu, Saltwater Fishing, Cobalt, and Saxdor. In connection with our acquisition of Saxdor we revised our segment reporting during the three months ended March 31, 2026 to report our results of operations under the following four reportable segments.

Current wording

We currently sell our boats under nine brands as shown in the table below, and we report our results of operations under four reportable segments, Malibu, Saltwater Fishing, Cobalt, and Saxdor. We acquired Saxdor in March 2026. Saxdor is a leading European designer and manufacturer of premium adventure dayboats. In connection with our acquisition of Saxdor we revised our segment reporting during the quarter ended March 31, 2026 to report our results of operations under the following four reportable segments.

Previous wording

Our Saltwater Fishing segment participates in the manufacturing, distribution, marketing and sale throughout the world of Pursuit boats and the Maverick Boat Group family of boats (Maverick, Cobia, Pathfinder and Hewes). Our Pursuit boats expand our product offerings into the saltwater outboard fishing market and include center console, dual console and offshore models. Our Maverick Boat Group family of boats are highly complementary to Pursuit, expanding our saltwater outboard offerings with a strong focus in length segments under 30 feet. As of March 31, 2026, we are among the market leaders in the fiberglass outboard fishing boat category with the brands in our Saltwater Fishing segment. Retail prices for our Saltwater Fishing boats typically range from $45,000 to $1,600,000.

Current wording

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

Previous wording

Our Saxdor segment participates in the manufacturing, distribution, marketing and sale throughout the world of Saxdor boats. Our Saxdor boats expand our product offerings into the premium adventure dayboat market, including boats with lengths over 40 feet. Through our acquisition of Saxdor on March 2, 2026, we have expanded our international footprint to more than 50 countries. Retail prices for our Saxdor boats typically range from $140,000 to $700,000.

Current wording

Our Saxdor segment participates in the manufacturing, distribution, marketing and sale throughout the world of Saxdor boats. Our Saxdor boats expand our product offerings into the premium adventure dayboat market, including boats with lengths over 40 feet. Through our acquisition of Saxdor, we have expanded our international footprint to 68 countries. Retail prices for our Saxdor boats typically range from $120,000 to $865,000.

Previous wording

We sell our boats through a dealer network that we believe is among the strongest in the recreational powerboat industry. As of June 30, 2025, our worldwide distribution channel consisted of over 325 dealer locations globally. With our recent acquisition of Saxdor, we continue to expand our global dealer footprint. Saxdor distributes through a dedicated network of over 100 dealer locations in more than 50 countries across 5 continents. Our dealer base is an important part of our consumers’ experience, our marketing efforts and our brands. We devote significant time and resources to find, develop and improve the performance of our dealers and believe our dealer network gives us a distinct competitive advantage. We had one dealer that represented more than 10% of our consolidated net sales in fiscal year 2025 and the first nine months of fiscal year 2026, OneWater Marine, Inc.

Current wording

We sell our boats through a dealer network that we believe is among the strongest in the recreational powerboat industry. As of June 30, 2026, our distribution channel consisted of over 345 dealer locations globally. Our dealer base is an important part of our consumers’ experience, our marketing efforts and our brands. We devote significant time and resources to find, develop and improve the performance of our dealers and believe our dealer network gives us a distinct competitive advantage. We had one dealer that represented more than 10% of our consolidated net sales in fiscal year ended June 30, 2026 and the three months ended September 30, 2026, OneWater Marine, Inc.

Previous wording

1 For the definition of Adjusted EBITDA and a reconciliation to net (loss) income, see “GAAP Reconciliation of Non-GAAP Financial Measures.”

Current wording

On a consolidated basis, we achieved net sales, gross profit, net income (loss) and adjusted EBITDA of $252.9 million, $37.8 million, $6.1 million and $14.3 million, respectively, for the three months ended September 30, 2026 compared to $194.7 million, $27.9 million, $(0.7) million and $11.8 million, respectively, for the three months ended September 30, 2025. For the three months ended September 30, 2026, net sales increased 29.9%, gross profit increased 35.5%, net income increased 960.0% and adjusted EBITDA increased 21.7% as compared to the three months ended September 30, 2025. For the definition of adjusted EBITDA and a reconciliation to net income (loss), see “GAAP Reconciliation of Non-GAAP Financial Measures.”

Previous wording

The recreational power boat industry continues to be challenged by macro-economic factors, including inflation and high interest rates, that have increased the cost of production and taken many interest rate sensitive buyers out of the market. In the past year, additional tariffs have also been introduced or proposed, as discussed below, and we are monitoring the impact they may have on cost of production, pricing and demand. Simultaneously, less price sensitive buyers have been purchasing larger, more feature-rich boats with higher average selling prices.

Current wording

The recreational power boat industry continues to be challenged by macro-economic factors, including inflation and increasing interest rates, that have increased the cost of production and taken many interest rate sensitive buyers out of the market. In the past year, additional tariffs have also been introduced, or proposed, as discussed below, and we are monitoring the impact they may have on cost of production, pricing and demand. Simultaneously, less price sensitive buyers have continued purchasing larger, more feature-rich boats with higher average selling prices.

Previous wording

We aim to increase our market share across the boating categories in which we compete through new product development, improved distribution, new models, and innovative features. We believe our strong brands, new product pipeline, strong dealer network and ability to increase production will allow us to maintain, and potentially expand, our leading market positions. Our newest acquisition, Saxdor, is in the early stages of integration into the business and expected synergies will be realized over the coming years. We believe enhancing manufacturing capabilities combined with diligent management of dealer networks will position Saxdor for continued growth.

Current wording

We aim to increase our market share across the boating categories in which we compete through new product development, improved distribution, new models, and innovative features. We believe our strong brands, new product pipeline, strong dealer network and ability to increase production will allow us to maintain, and potentially expand, our leading market positions. We continue to integrate Saxdor, our newest acquisition, into the business, and expected synergies have the potential to be realized over the coming years. We believe enhancing manufacturing capabilities combined with diligent management of dealer networks will position Saxdor for continued growth.

Previous wording

Our financial results and operations have been, and will continue to be, impacted by events outside of our control, including trade policies and tariffs, inflationary pressures, interest rates, material shortages, weather events and global economic uncertainty. The current international trade and regulatory environment is subject to significant ongoing uncertainty. Last year, the U.S. presidential administration announced substantial new tariffs affecting a wide range of products and jurisdictions. In response, some countries have implemented, and other countries may implement, countermeasures in response to U.S. tariffs. We estimate that 18 to 20% of our cost of sales for our brands located in the U.S. are sourced from outside the United States and thus we have the potential to be materially impacted by tariffs in future periods. We are continuing to monitor the potential long-term impact of tariffs and are taking a proactive approach to mitigating material supply chain risks. We expect additional material costs to be incurred for the remainder of fiscal 2026 and into fiscal 2027 due to new tariff exposure of approximately 1.5% to 3% of cost of sales, assuming current tariff rates. We expect to largely offset these added costs by recent price increases.

Current wording

Our financial results and operations have been, and will continue to be, impacted by events outside of our control. These include trade policies and tariffs, inflationary pressures, interest rates, fuel prices, material shortages, weather events, foreign currency fluctuations, geopolitical developments and global economic uncertainty. The current international trade and regulatory environment remain subject to significant ongoing uncertainty. Beginning in calendar year 2025, the U.S. presidential administration has imposed substantial new tariffs affecting a wide range of products and jurisdictions. The legal authorities, rates and scope of these tariffs have continued to change during calendar year 2026. In response, some countries have implemented, and other countries may implement, countermeasures to U.S. tariffs. We estimate that 18-20% of our cost of sales for our brands located in the U.S. are sourced from outside the United States. In addition, we manufacture Saxdor boats in Finland and Poland, and a portion of those boats are imported into the United States and are subject to applicable U.S. tariffs on European-origin goods. As a result, we have the potential to be materially impacted by tariffs in future periods. We are continuing to monitor the potential long-term impact of tariffs and are taking a proactive approach to mitigating material supply chain risks. Assuming current tariff rates, we continue to expect to incur material costs through the three months ending December 31, 2026 and into 2027 from new tariff exposure of approximately 1.5% to 3% of cost of sales, including Saxdor boats shipped to the U.S. We expect to largely offset these added costs through recent price increases.

Previous wording

In the near term, we expect to continue to experience reduced retail consumer demand for our product and on-going pressure from dealers to reduce dealer inventories. However, we will maintain our disciplined approach to dealer health and leverage our cash generation to continue investing in the business.

Current wording

For the three months ending December 31, 2026 and into 2027, we expect to continue to experience reduced retail consumer demand for our products and a competitive promotional environment. However, we will maintain our disciplined approach to dealer health and leverage our strong balance sheet and cash generation to continue investing in the business.

Previous wording

We believe that our results of operations and our growth prospects are affected by a number of factors, such as the economic environment and consumer demand for our products, our ability to successfully integrate acquisitions, our ability to develop new products and innovate, our product mix, our ability to manage manufacturing costs, sales cycles and inventory levels, the strength of our dealer network, our ability to offer dealer financing and incentives and our vertical integration efforts. We discuss each of these factors in more detail under the heading "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations--Factors Affecting Our Results of Operations" in our Form 10-K for the year ended June 30, 2025. While we do not have control of all factors affecting our results from operations, we work diligently to influence and manage those factors which we can impact to enhance our results of operations.

Current wording

We believe that our results of operations and our growth prospects are affected by a number of factors, such as the economic environment and consumer demand for our products, our ability to develop new products and innovate, our product mix, our ability to manage manufacturing costs, sales cycles and inventory levels, the strength of our dealer network, our ability to offer dealer financing and incentives and our vertical integration efforts and our ability to successfully integrate the operations of Saxdor. We discuss each of these factors in more detail under the heading “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations--Factors Affecting Our Results of Operations” in our Form 10-K for the year ended June 30, 2026. While we do not have control of all factors affecting our results from operations, we work diligently to influence and manage those factors which we can impact to enhance our results of operations.

Previous wording

•Discounts, rebates and free flooring—consists of discounts, rebates and free flooring, we provide to our dealers based on sales of eligible products. For our Malibu, Cobalt and Saltwater Fishing segments, if a domestic dealer meets its quarterly commitment volume, as well as other terms of the dealer performance program, the dealer is entitled to a specified discount off invoice for eligible wholesale volume purchased during the period. For our Saxdor segment, discounts are provided to all dealers based off a profitability-based model. If a dealer, for any of our brands, meets its quarter, semi-annual or annual retail volume goals, the dealer is entitled to a specific rebate applied to their wholesale volume purchased. For Malibu, Cobalt and select Saltwater Fishing models, our dealers that take delivery of current model year boats may also be entitled to have us pay the interest to floor the boat for a period of time, which incentive we refer to as "free flooring". From time to time, we may extend the flooring program to eligible models beyond the offseason period.

Current wording

•Discounts, rebates and free flooring—consists of discounts, rebates and free flooring, we provide to our dealers based on sales of eligible products. For our Malibu, Cobalt and Saltwater Fishing segments, if a domestic dealer meets its quarterly commitment volume, as well as other terms of the dealer performance program, the dealer is entitled to a specified discount off invoice for eligible wholesale volume purchased during the period. For our Saxdor segment, discounts are provided to all dealers under a profitability-based model. If a dealer, for any of our brands, meets its quarterly, semi-annual, or annual retail volume goals, the dealer is entitled to a specific rebate applied to their wholesale volume purchased. For Malibu, Cobalt and select Saltwater Fishing models, our dealers that take delivery of current model year boats may also be entitled to have us pay the interest to floor the boat for a period of time, which incentive we refer to as "free flooring." From time to time, we may extend the flooring program to eligible models beyond the off season period.

Previous wording

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

Current wording

Other expense (income), net, consists of interest expense and other income or expense, net. Interest expense consists of interest charged under our outstanding debt and amortization of deferred financing costs on our credit facilities. Other income or expense can include adjustments to our tax receivable agreement liability and changes to the fair value of the contingent earnout liability as well as foreign currency gain/loss on the contingent earnout liability.

Previous wording

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

Current wording

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

Previous wording

Net (loss) income Attributable to Non-controlling Interest

Current wording

Net Income (Loss) Attributable to Non-controlling Interest

Previous wording

As of each of March 31, 2026 and 2025, we had a 98.6% and a 98.4%, respectively, controlling economic interest and 100% voting interest in the LLC and, therefore, we consolidate the LLC's operating results for financial statement purposes. Net (loss) income attributable to non-controlling interest represents the portion of net (loss) income attributable to the non-controlling LLC members.

Current wording

As of September 30, 2026 and 2025, we had a 98.6% controlling economic interest and 100% voting interest in the LLC and, therefore, we consolidate the LLC's operating results for financial statement purposes. Net income (loss) attributable to non-controlling interest represents the portion of net income (loss) attributable to the non-controlling LLC members.

Previous wording

Net sales for the three months ended March 31, 2026 increased $7.0 million, or 3.1%, to $235.7 million as compared to the three months ended March 31, 2025. The increase in net sales was driven primarily by $23.1 million of revenue from the new Saxdor segment due to the recent acquisition, a favorable model mix across all three existing segments, a favorable segment mix and year-over-year price increases, partially offset by decreased unit volumes across all three existing segments resulting primarily from lower wholesale shipments. Unit volume for the three months ended March 31, 2026, decreased 178 units, or 12.4%, to 1,253 units as compared to the three months ended March 31, 2025. Our unit volume decreased primarily due to lower wholesale shipments across all three existing segments driven by lower retail activity, partially offset by an additional 66 units contributed by Saxdor.

Current wording

Net sales for the three months ended September 30, 2026 increased $58.2 million, or 29.9%, to $252.9 million as compared to the three months ended September 30, 2025. The increase in net sales was driven primarily by $51.1 million of revenue from the new Saxdor segment due to the recent acquisition, increased unit volumes in the Cobalt and Saltwater Fishing segments, a favorable model mix in our Cobalt segment, a favorable segment mix and year-over-year price increases, partially offset by decreased unit volumes in the Malibu segment and increased dealer incentive costs in the Malibu and Saltwater Fishing segments. Unit volume for the three months ended September 30, 2026, increased 170 units, or 15.1%, to 1,299 units as compared to the three months ended September 30, 2025. Our unit volume increased due to an additional 139 units contributed by Saxdor and higher wholesale shipments across the Cobalt and Saltwater Fishing segments compared to the prior period as explained above, partially offset by lower wholesale shipments in the Malibu segment.

Previous wording

Net sales attributable to our Malibu segment decreased $21.5 million, or 21.0%, to $80.7 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. Unit volumes attributable to our Malibu segment decreased 201 units for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily due to lower wholesale shipments driven by lower retail activity during the period. The decrease in net sales was driven by a decrease in units and partially offset by a favorable model mix and year-over-year price increases.

Current wording

Net sales attributable to our Malibu segment decreased $7.2 million, or 9.1%, to $71.5 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. Unit volumes attributable to our Malibu segment decreased 33 units for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to lower wholesale shipments driven by lower retail activity during the period. The decrease in net sales was driven by a decrease in units and increased dealer incentive costs, partially offset by year-over-year price increases.

Previous wording

Since our acquisition on March 2, 2026, net sales and unit volume attributable to our Saxdor segment were $23.1 million and 66 units, respectively for the three months ended March 31, 2026.

Current wording

Net sales and unit volume attributable to our Saxdor segment were $51.1 million and 139 units, respectively, for the three months ended September 30, 2026.

Previous wording

Overall consolidated net sales per unit increased 17.7% to $188,107 per unit for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase in overall consolidated net sales per unit was driven primarily by a favorable model mix across all segments, a favorable segment mix including an incremental increase related to our new Saxdor segment, and year-over-year price increases. Net sales per unit for our Malibu segment increased 8.2% to $148,661 per unit for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, driven by a favorable model mix and year-over-year price increases. Net sales per unit for our Saltwater Fishing segment increased 6.4% to $234,511 per unit for the three months ended March 31, 2026 driven by a favorable model mix and year-over-year price increases, partially offset by increased dealer incentive costs per unit. Net sales per unit for our Cobalt segment increased 16.8% to $176,544 per unit for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, driven by a favorable model mix and year-over-year price increases. Since our acquisition on March 2, 2026, net sales per unit for our Saxdor segment was $350,561.

Current wording

Overall consolidated net sales per unit increased 12.9% to $194,720 per unit for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The increase in overall consolidated net sales per unit was driven primarily by an incremental increase related to our new Saxdor segment, a favorable segment mix and year-over-year price increases. Net sales per unit for our Malibu segment decreased 3.2% to $141,503 per unit for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, driven by increased dealer incentive costs per unit, partially offset by year-over-year price increases. Net sales per unit for our Saltwater Fishing segment decreased 0.5% to $222,110 per unit for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, driven by increased dealer incentive costs per unit, partially offset by year-over-year price increases. Net sales per unit for our Cobalt segment increased 4.4% to $178,316 per unit for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, driven by a favorable model mix and year-over-year price increases. Net sales per unit for our Saxdor segment were $367,691 per unit.

Previous wording

Gross profit for the three months ended March 31, 2026 decreased $4.4 million, or 9.7%, to $41.3 million compared to the three months ended March 31, 2025. The decrease in gross profit was driven by the increased cost of sales for the reasons noted above. Gross margin for the three months ended March 31, 2026 decreased 250 basis points from 20.0% to 17.5% driven primarily by fixed cost deleveraging due to lower unit volumes across all three existing segments and higher per unit labor and material costs.

Current wording

Gross profit for the three months ended September 30, 2026 increased $9.9 million, or 35.5%, to $37.8 million compared to the three months ended September 30, 2025. The increase in gross profit was driven primarily by increased net sales, partially offset by increased cost of sales for the reasons noted above. Gross margin for the three months ended September 30, 2026 increased 70 basis points from 14.3% to 15.0% driven primarily by the gross margin of newly acquired Saxdor.

Previous wording

Selling and marketing expenses for the three months ended March 31, 2026 increased $1.5 million, or 22.1% to $8.3 million compared to the three months ended March 31, 2025. The increase was driven primarily by higher personnel-related expenses, marketing events and an incremental increase in selling and marketing expenses due to the new Saxdor segment. As a percentage of sales, selling and marketing expenses increased 50 basis points to 3.5% for the three months ended March 31, 2026 compared to 3.0% for the three months ended March 31, 2025. General and administrative expenses for the three months ended March 31, 2026 increased $11.9 million, or 60.0%, to $31.8 million as compared to the three months ended March 31, 2025 driven primarily by acquisition related expenses related to the Saxdor acquisition, an incremental increase due to the new Saxdor segment and an increase in incentive pay and stock-based compensation expense. As a percentage of sales, general and administrative expenses increased 480 basis points to 13.5% for the three months ended March 31, 2026 compared to 8.7% for the three months ended March 31, 2025. Amortization expense increased $1.4 million to $3.1 million for the three months ended March 31, 2026 due to the additional intangibles acquired from the Saxdor acquisition.

Current wording

Selling and marketing expenses for the three months ended September 30, 2026 increased $2.0 million, or 32.4%, to $8.3 million compared to the three months ended September 30, 2025. The increase was driven primarily by higher personnel-related expenses and an incremental increase due to the new Saxdor segment. As a percentage of sales, selling and marketing expenses increased 10 basis points to 3.3% for the three months ended September 30, 2026 compared to 3.2% for the three months ended September 30, 2025. General and administrative expenses for the three months ended September 30, 2026 decreased $9.1 million, or 43.9%, to $11.6 million as compared to the three months ended September 30, 2025, driven primarily by a $15.0 million reduction resulting from the derecognition of a liability related to insurance proceeds previously received from Starr Indemnity & Liability Company that are no longer subject to a reservation of rights, as well as decreases in incentive pay, partially offset by acquisition related expenses incurred due to the Saxdor acquisition and an incremental increase due to the new Saxdor segment. As a percentage of sales, general and administrative expenses decreased 610 basis points to 4.6% for the three months ended September 30, 2026 compared to 10.7% for the three months ended September 30, 2025. Amortization expense increased $3.0 million to $4.7 million for the three months ended September 30, 2026 due to the additional intangibles acquired from the Saxdor acquisition.

Previous wording

Our (benefit) provision for income taxes for the three months ended March 31, 2026, decreased $4.3 million, or 117.2%, to $(0.6) million compared to the three months ended March 31, 2025. The decrease primarily resulted from decreased pre-tax earnings and corresponding state taxes, and impacts from the acquisition of Saxdor. The decrease was offset partially by a reduction in research credits generated for the quarter. For the three months ended March 31, 2026 and 2025, our effective tax rate was 20.6% and 21.8%, respectively. For the three months ended March 31, 2026, due to pre-tax losses, our effective tax rate was increased by research tax credits. The increase in our effective tax rate was partially offset by the foreign rate differential of our Australian and European subsidiaries. For the three months ended March 31, 2025, our effective tax rate was reduced by research tax credits. This reduction was partially offset by the impact of U.S. state taxes.

Current wording

Our provision for income taxes for the three months ended September 30, 2026, increased $1.9 million, or 610.3%, to $2.2 million compared to the three months ended September 30, 2025. The increase primarily resulted from increased pre-tax income. For the three months ended September 30, 2026 and 2025, our effective tax rate was 26.6% and (77.9)%, respectively. For the three months ended September 30, 2026, our effective tax rate was increased by foreign taxes paid and U.S. state taxes. For the three months ended September 30, 2025, our effective tax rate was reduced by deferred tax impacts of pre-tax losses and U.S. state taxes.

Previous wording

Non-controlling interest represents the ownership interests of the members of the LLC other than us and the amount recorded as non-controlling interest in our unaudited interim condensed consolidated statements of operations and comprehensive loss is computed by multiplying pre-tax loss for the applicable period, by the percentage ownership in the LLC not directly attributable to us. For the three months ended March 31, 2026 and 2025, the weighted-average non-controlling interest attributable to ownership interests in the LLC not directly attributable to us was 1.4% and 1.6%, respectively.

Current wording

Non-controlling interest represents the ownership interests of the members of the LLC other than us and the amount recorded as non-controlling interest in our unaudited interim condensed consolidated statements of operations and comprehensive income (loss) is computed by multiplying pre-tax income (loss) for the applicable period by the percentage ownership in the LLC not directly attributable to us. For the three months ended September 30, 2026 and 2025, the weighted-average non-controlling interest attributable to ownership interests in the LLC not directly attributable to us was 1.4%.

Previous wording

We define Adjusted EBITDA as net (loss) income before interest expense, income taxes, depreciation, amortization, and non-cash, non-operating expenses or other expenses that we do not believe are indicative of our ongoing expenses, including certain professional fees, litigation settlements, acquisition and integration related expenses, non-cash compensation expense, and adjustments to our tax receivable agreement liability. We define Adjusted EBITDA margin as Adjusted EBITDA divided by net sales. Adjusted EBITDA and Adjusted EBITDA margin are not measures of net (loss) income as determined by GAAP. Management believes Adjusted EBITDA and Adjusted EBITDA margin allow investors to evaluate the Company’s operating performance and compare our results of operations from period to period on a consistent basis by excluding items that management does not believe are indicative of our core operating performance. Management uses Adjusted EBITDA to assist in highlighting trends in our operating results without regard to our financing methods, capital structure and non-recurring or non-operating expenses.

Current wording

We define adjusted EBITDA as net income (loss) before interest expense, income taxes, depreciation, amortization, and non-cash, non-operating expenses or other expenses that we do not believe are indicative of our ongoing expenses, including acquisition and integration related expenses, adjustment to earnout liability, certain professional fees, non-cash compensation expense and adjustments to our tax receivable agreement liability. We define adjusted EBITDA margin as adjusted EBITDA divided by net sales. Adjusted EBITDA and adjusted EBITDA margin are not measures of net income (loss) as determined by GAAP. Management believes adjusted EBITDA and adjusted EBITDA margin allow investors to evaluate the Company’s operating performance and compare our results of operations from period to period on a consistent basis by excluding items that management does not believe are indicative of our core operating performance. Management uses adjusted EBITDA to assist in highlighting trends in our operating results without regard to our financing methods, capital structure and non-recurring or non-operating expenses.

Previous wording

We exclude the items listed above from net (loss) income in arriving at Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures, the methods by which assets were acquired and other factors. Adjusted EBITDA has limitations as an analytical tool and should not be considered as an alternative to, or more meaningful than, net (loss) income as determined in accordance with GAAP or as an indicator of our liquidity. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historical costs of depreciable assets. Our presentation of Adjusted EBITDA and Adjusted EBITDA margin should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. Our computations of Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to other similarly titled measures of other companies.

Current wording

We exclude the items listed above from net income (loss) in arriving at adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures, the methods by which assets were acquired and other factors. Adjusted EBITDA has limitations as an analytical tool and should not be considered as an alternative to, or more meaningful than, net income (loss) as determined in accordance with GAAP or as an indicator of our liquidity. Certain items excluded from adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historical costs of depreciable assets. Our presentation of adjusted EBITDA and adjusted EBITDA margin should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. Our computations of adjusted EBITDA and adjusted EBITDA margin may not be comparable to other similarly titled measures of other companies.

Previous wording

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

Current wording

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

Previous wording

We define adjusted net income per share as net (loss) income attributable to Malibu Boats, Inc. per share, excluding income tax (benefit) expense, before non-cash, non-operating expenses, or other expenses that we do not believe are indicative of our ongoing expenses, including litigation settlements, acquisition related amortization, acquisition and integration related expenses, certain professional fees and non-cash compensation expense, and reflecting an adjustment for income tax expense on adjusted income before income taxes at our estimated effective income tax rate.

Current wording

We define adjusted net income per share as net income (loss) attributable to Malibu Boats, Inc. per share, excluding provision for income taxes, and non-cash, non-operating expenses, or other expenses that we do not believe are indicative of our ongoing expenses, including acquisition related amortization, acquisition and integration related expenses, adjustment to earnout liability, certain professional fees and non-cash compensation expense, and reflecting an adjustment for income tax expense on adjusted income before income taxes at our estimated effective income tax rate.

Previous wording

We exclude the items listed above from net (loss) income per share in arriving at adjusted net income per share because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, the methods by which assets were acquired and other factors. Adjusted net income per share has limitations as an analytical tool and should not be considered as an alternative to, or more meaningful than, net (loss) income per share as determined in accordance with GAAP or as an indicator of our liquidity. Certain items excluded are significant components in understanding and assessing a company’s financial performance. Our presentation of adjusted net income per share should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. Our computation of this measure may not be comparable to other similarly titled measures of other companies.

Current wording

We exclude the items listed above from net income (loss) per share in arriving at adjusted net income per share because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, the methods by which assets were acquired and other factors. Adjusted net income per share has limitations as an analytical tool and should not be considered as an alternative to, or more meaningful than, net income (loss) per share as determined in accordance with GAAP or as an indicator of our liquidity. Certain items excluded are significant components in understanding and assessing a company’s financial performance. Our presentation of adjusted net income per share should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. Our computation of this measure may not be comparable to other similarly titled measures of other companies.

Previous wording

The following table sets forth a reconciliation of net (loss) income per share attributable to Malibu Boats, Inc. as determined in accordance with GAAP to adjusted net income per share for the periods indicated (dollars in thousands):

Current wording

The following table sets forth a reconciliation of net income (loss) per share attributable to Malibu Boats, Inc. as determined in accordance with GAAP to adjusted net income per share for the periods indicated (dollars in thousands):

Previous wording

Our primary uses of cash have been for funding working capital and capital investments, repayments under our debt arrangements, acquisitions, cash payments under our tax receivable agreement and stock repurchases under our stock repurchase program. For both the short term and the long term, our sources of cash to meet these needs have primarily been operating cash flows, borrowings under our revolving credit facility and short and long-term debt financings from banks and financial institutions. We believe that our cash on hand, cash generated by operating activities and funds available under our revolving credit facility will be sufficient to finance our operating activities for at least the next twelve months and beyond.

Current wording

Our primary uses of cash have been for funding working capital and capital investments, repayments under our debt arrangements, acquisitions, cash distributions to members of the LLC, cash payments under our tax receivable agreement and stock repurchases under our stock repurchase program. For both the short term and the long term, our sources of cash to meet these needs have primarily been operating cash flows, borrowings under our short and long-term debt facilities from banks and financial institutions. We believe that our cash on hand, cash generated by operating activities and funds available under our debt facilities will be sufficient to finance our operating activities for at least the next twelve months and beyond.

Previous wording

Under the Purchase Agreement for the Saxdor acquisition, the Sellers can receive a maximum of €71.3 million or $84.2 million in potential Earnout Consideration to be paid out in calendar year 2027, 2028, and 2029 based on the results of the remainder of calendar year 2026 and the subsequent two calendar years (the “Earnout Period”), respectively, if certain requirements are met. The current fair value of the potential Earnout Consideration is €27.6 million, or approximately $32.6 million. The Earnout Consideration may be paid in the form of cash, Common Stock or a combination thereof, as calculated and determined in accordance with the Purchase Agreement. The form of Earnout Consideration to be paid is at our sole discretion.

Current wording

Our typical uses of cash are for capital expenditures, debt service obligations, payments under our tax receivable agreement, our lease obligations, and return of capital to our stockholders, which has typically been accomplished through our stock repurchase programs. Our acquisition of Saxdor also provides for up to €71.3 million or $84.2 million in potential earnout payments (the “earnout consideration”) to the sellers during the calendar years 2027, 2028 and 2029 based on the results of the remainder of calendar year 2026 and the subsequent two calendar years (the "earnout period"), subject to the achievement of certain specified post-closing operating and financial targets. The earnout consideration may be paid in the form of cash, Common Stock or a combination thereof. The form of earnout consideration to be paid is at our sole discretion.

Previous wording

During fiscal year 2025, we incurred approximately $27.9 million in capital expenditures primarily for investments in new models, capacity enhancements and vertical integration initiatives. For the nine months ended March 31, 2026, we have incurred approximately $14.6 million in capital expenditures primarily for investments in new models, capacity enhancements and vertical integration initiatives.

Current wording

During the fiscal year ended June 30, 2026, we incurred approximately $24.7 million in capital expenditures primarily for investments in new models, capacity enhancements and vertical integration initiatives. For the three months ended September 30, 2026, we incurred approximately $8.4 million in capital expenditures primarily for investments in new models, capacity enhancements and vertical integration initiatives.

Previous wording

Our Third Amended and Restated Credit Agreement (the "Credit Agreement") provides us with a revolving credit facility in an aggregate principal amount of up to $350.0 million. As of March 31, 2026, we had $165.0 million outstanding under our revolving credit facility and $1.8 million in outstanding letters of credit, with $183.2 million available for borrowing. The revolving credit facility matures on July 8, 2027. Assuming no additional repayments or borrowings on our revolving credit facility after March 31, 2026, our expected cash interest payments, including accrued interest outstanding at March 31, 2026, would be approximately $9.1 million within the next 12 months based on the weighted average interest rate at March 31, 2026 of 4.92%. See below under “Revolving Credit Facility” for additional information regarding our revolving credit facility, including the interest rate applicable to any borrowing under such facility.

Current wording

Our Fourth Amended and Restated Credit Agreement (the “Credit Agreement”) provides for a $250.0 million revolving credit facility and a $100.0 million term loan facility (“Term Loan A”), each of which matures on July 10, 2031. Boats LLC borrowed the full $100.0 million available under the term loan facility at closing and used the net proceeds to repay a portion of the amounts outstanding under its prior revolving credit facility. The term loan requires quarterly principal payments of $1.25 million, with the remaining balance due at maturity. As of September 30, 2026, we had $98.8 million outstanding under Term Loan A. We also had $1.8 million of outstanding letters of credit, resulting in $173.2 million of availability under the revolving credit facility. Assuming no additional repayments or borrowings on our revolving credit facility after September 30, 2026, our interest payments would be approximately $9.3 million within the next 12 months based on the weighted average interest rate at September 30, 2026 of 5.35%. See below under “Term Loan A and Revolving Credit Facility” for additional information regarding our term loan and revolving credit facilities, including the interest rates applicable to borrowings under such facilities.

Previous wording

We entered into a tax receivable agreement with our pre-IPO owners at the time of our initial public offering. Under the tax receivables agreement, we pay the pre-IPO owners (or any permitted assignees) 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize, or in some circumstances are deemed to realize, as a result of an expected increase in our share of tax basis in LLC’s tangible and intangible assets, including increases attributable to payments made under the tax receivable agreement. These obligations will not be paid if we do not realize cash tax savings. We estimate that approximately $0.3 million will be due under the tax receivable agreement within the next 12 months. In accordance with the tax receivable agreement, the next annual payment is anticipated approximately 75 days after filing the federal return, which was filed on April 15, 2026.

Current wording

We entered into a tax receivable agreement with our pre-IPO owners at the time of our initial public offering. Under the tax receivable agreement, we pay the pre-IPO owners (or any permitted assignees) 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize, or in some circumstances are deemed to realize, as a result of an expected increase in our share of tax basis in LLC’s tangible and intangible assets, including increases attributable to payments made under the tax receivable agreement. These obligations will not be paid if we do not realize cash tax savings. We estimate that approximately $0.1 million will be due under the tax receivable agreement within the next 12 months. In accordance with the Tax Receivable Agreement, the next annual payment is anticipated approximately 75 days after filing the federal return, due by April 15, 2027.

Previous wording

Lease commitments consist principally of leases for our manufacturing facilities. Our expected operating lease payments due within the next 12 months are $5.7 million and our total committed lease payments are $14.5 million as of March 31, 2026. Additional information regarding our operating leases is available in Note 12 of our unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report.

Current wording

Lease commitments consist principally of leases for our manufacturing facilities. Our expected operating lease payments due within the next 12 months are $5.5 million and our total committed lease payments are $11.6 million as of September 30, 2026. Additional information regarding our operating leases is available in Note 12 of our unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report.

Previous wording

In the ordinary course of business, we enter into purchase orders from a variety of suppliers, primarily for raw materials, in order to manage our various operating needs. The orders are expected to be purchased throughout fiscal year 2026. We or the vendor can generally terminate the purchase orders at any time. These purchase orders do not contain any termination payments or other penalties if cancelled. As of March 31, 2026, we had purchase orders in the amount of $88.1 million due within the next 12 months.

Current wording

In the ordinary course of business, we enter into purchase orders from a variety of suppliers, primarily for raw materials, in order to manage our various operating needs. The orders are expected to be purchased throughout the three months ending December 31, 2026. We or the vendor can generally terminate the purchase orders at any time. These purchase orders do not contain any termination payments or other penalties if cancelled. As of September 30, 2026, we had purchase orders in the amount of $113.6 million due within the next 12 months.

Previous wording

In June 2025, our Board of Directors authorized a stock repurchase program to allow for the repurchase of up to $50.0 million of our Class A Common Stock and the LLC’s LLC Units (as amended, the "2025 Repurchase Program") for the period from July 1, 2025 to June 30, 2026. On December 18, 2025, our Board of Directors authorized an increase to the Company's existing 2025 Repurchase Program, raising the authorized amount from $50.0 million to $70.0 million. We may purchase shares under the 2025 Repurchase Program from time to time in privately negotiated transactions or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended at the discretion of management, subject to strategic considerations, market conditions, and other factors. During the nine months ended March 31, 2026, we repurchased 1,243,996 shares of Class A Common Stock for $33.9 million in cash including related fees and expenses under the 2025 Repurchase Program. As of March 31, 2026, $36.1 million was available to repurchase shares of Class A Common Stock and LLC Units under the 2025 Repurchase Program.

Current wording

In June 2026, our Board of Directors authorized a stock repurchase program to allow for the repurchase of up to $70.0 million of our Class A Common Stock (the "2027 Repurchase Program") for the period from July 1, 2026 to June 30, 2027. We may purchase shares under the 2027 Repurchase Program from time to time in privately negotiated transactions or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended at the discretion of management, subject to strategic considerations, market conditions, and other factors. During the three months ended September 30, 2026, we did not have any stock repurchases.

Previous wording

Additionally, we may pay up to a maximum of €71.3 million or $84.2 million in potential earnout payments ("the Earnout Consideration") to the sellers to be paid out in calendar year 2027, 2028, and 2029 based on the results of the remainder of calendar year 2026 and the subsequent two calendar years (the “Earnout Period”), respectively, if certain requirements are met. The current fair value of potential Earnout Consideration is €27.6 million, or approximately $32.6 million. The Earnout Consideration may be paid in the form of cash, common stock or a combination thereof, as calculated and determined in accordance with the Purchase Agreement. The form of Earnout Consideration to be paid is at our sole discretion. The Purchase Agreement also includes certain operating covenants, restrictions, and acceleration provisions applicable during the Earnout Period.

Current wording

Under the Purchase Agreement for the Saxdor acquisition, the Sellers can receive a maximum of €71.3 million or $84.2 million in potential earnout consideration to be paid out in calendar year 2027, 2028, and 2029 based on the results of the remainder of calendar year 2026 and the subsequent two calendar years (the “earnout period”), respectively, if certain requirements are met. The current fair value of potential earnout consideration is €27.3 million, or approximately $31.0 million. In the fiscal year ended June 30, 2026, an additional $1.7 million related to post-closing adjustments was recorded as an offset to the contingent earnout liability as the Company intends, and has the legal right, to withhold such amount from future earnout payments. As such, the balance of the contingent earnout liability as of September 30, 2026 was $29.3 million. The earnout consideration may be paid in the form of cash, common stock or a combination thereof, as calculated and determined in accordance with the Purchase Agreement. The form of earnout consideration to be paid is at our sole discretion. The Purchase Agreement also includes certain operating covenants, restrictions, and acceleration provisions applicable during the earnout period. See Note 4 - Acquisition for further details on changes from the initial measurement at the date of acquisition.

Previous wording

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

Current wording

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