MCFT
Published on 05/07/2026 at 07:49 am EDT
Fiscal Third Quarter Results
May 7, 2026
Additional Information and Where to F ind I t
In connec t ion with t he propos ed tra nsa ct ions, MCBH intends to f ile with t he SEC a registrat ion statem ent on Form S- 4 ( the " Registrat ion Statement "), w hich w ill inc lude a prospect us with res pec t to t he s ha res of MCBH com mon stoc k to be issued in the propos ed t ra ns a ct ions a nd a jo int proxy s tatement/ pros pec t us for MCBH's a nd Mar ine Product s' res pect i ve s toc kholders (the "Joint Prox y Statem ent / Pros pect us"). The def init ive jo int proxy statement ( if and when ava ila ble) w ill be ma iled to stockholders of MCBH a nd Ma r ine Product s . Ea ch of MCBH and Ma r ine Product s may a lso fi l e with or f urnish to the SEC other re leva nt documents rega rding t he propos ed tra nsa ct ions. T his pres entat ion is not a substitute for t he Registrat ion Statement, t he Joint Proxy Statement/ Pros pect us or any other document that MCBH and Marine Products may mail to their respective stockholders in connect ion with the proposed transactions.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/ PROSPECTUS, AS WELL AS ANY AMENDM ENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTIONS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT MCBH, MARINE PRODUCTS CORPORATION, AND THE PROPOSED TRANSACTIONS.
Investors a nd s ec ur i ty holders may obta in copies of these docum ent s f ree of c harge through t he webs i te mainta ined by t he SEC at ww w. sec. gov or from MCBH at its webs i te, w ww. mastercraft . com, or f rom Mar ine Product s at it s webs i te, ww w. m ar ineproduct s cor p. com. Doc ument s f iled with the SEC by MCB H w ill be ava ilable f ree of c harge by a cc es s ing t he investor sec tion of MCBH's website, ww w. investors. m astercra f t . com, or, a l ter nat ively, by direct ing a request by em a i l to MCBH at investorrelat ions @ ma stercraf t . com, and doc uments f iled with t he SEC by Mar ine Product s w ill be ava ilable free of c harge by acc es s ing Ma r ine Products' webs ite at www. ma rineproductscorp. com under t he hea ding Investor Relat ions or, a lter nat ively, by direct ing a request by ema i l to Mar ine Products at j large@ marineproductscorp. com.
Participants in the Solicitat ion
MCBH, Marine Products , a nd c er ta in of t heir respect i ve d irec tors, exec ut i ve off i cers, and ot her mem bers of ma na gement a nd em p loyees may be deemed to be pa r t i c ipa nts in t he s olic itat ion of prox ies f rom t he s toc kholders of MCBH a nd M ar ine Product s in connec t ion with t he propos ed tra ns ac t ions under t he r ules of t he SEC. Inform at ion a bout MCBH's directors a nd exec ut i ve off ic ers is ava ilable in MCBH's proxy statem ent dated September 15 , 2025 for its 2025 Annua l Meet ing of Stoc kholders ( ava ila ble here) . To t he extent holdings of MCBH common stock by t he d irec tors a nd execut ive off ic ers of MCBH have c ha nged f rom t he amount s of MCBH common stoc k held by s uc h pers ons as ref lected t herein, suc h c hanges have been or w ill be reflec ted on Statements of C hange in O w ners h ip on Form 4 f iled w ith t he SEC ( ava ilable here) . I nformat ion a bout Mar ine Product s' d irectors a nd execut ive off i c ers is ava ilable in Ma r ine Products' prox y statem ent dated M arch 12 , 2025 , for it s 2025 Annua l Meet ing of Stockholders ( ava ilable here) . To t he extent holdings of M ar ine Product s common stoc k by t he d irec tors a nd execut ive off ic ers of Mar ine Produc t s have cha nged f rom t he amounts of M ar ine Product s common stock held by s uc h pers ons as ref lec ted t herein, s uc h c ha nges have been or w ill be ref lected on Statements of Cha nge in O w ners hip on Form
4 f iled w ith t he SEC ( ava ilable here) . Ot her inform at ion regarding t he par t ic ipa nt s in t he proxy s olic i tat ion a nd a desc r ipt ion of t heir direct a nd indirec t interest s , by s ec ur i ty holdings or otherwise, w ill be conta ined in t he J o int Prox y Statement/ Pros pect us a nd ot her releva nt m ater ials to be filed with t he SEC regarding t he propos ed t ra ns ac t ions w hen t hey becom e ava ila ble. Investors s hould rea d t he J o int Proxy S tatement/ Pros pec tus carefully w hen it becomes ava ila ble before m aking a ny vot ing or investment dec i s ions. You may obta in f ree copies of these doc uments from the SEC 's website at www. sec. gov or from MCBH or Marine Products using the sources indicated above.
No Offer or Solicitat ion
This pres entat ion does not const i t ute an offer to s ell or the s olic i tat ion of an offer to s ubsc r ibe for or buy any sec urities or a s olic itat ion of a ny vote or approval with res pec t to the propos ed t ra ns ac t ions or otherwise, nor sha ll there be any sa le, issua nce or tra nsfer of sec ur i t ies in a ny jur i s dic t ion in w hic h s uc h offer, solic i tat ion, or s a le would be unla wf ul pr ior to registration or qualif i cat ion under the securities laws of such jurisdic t ion.
3
F i s c a l T h i r d Q u a r t e r 2 0 2 6 R e s u l t s
Brad Nelson
F i s c a l T h i r d Q u a r t e r 2 0 2 6 R e s u l t s 4
Chief Executive Officer and Director
Scott Kent
Chief Financial Officer
Dollars Presented in Millions, Except Per Share Data
Financial Results Above Expectations
Net sales of $78.2
Net loss of ($0.7) 1
Diluted Net Income per share of ($0.04) 2
Adjusted EBITDA of $10.7
Diluted Adjusted Net Income per share of $0.45
Resilient Balance Sheet Provides Flexibility
Strong financial position underscored by ~$85 of cash and investments
No debt
Fully funded strategic growth initiatives
Substantially Improved Channel Inventories
Dealer inventories down 28% YoY
Progress led by production discipline and effective dealer support programs
Production plan weighted toward second half of fiscal year
Premium Product Driving Momentum
Successfully launched our premium X23 at MasterCraft, rounding out next-generation X-series
Encouraging retail and boat show results driven by the new product launches
Driving strong demand and improved mix in Q4
1 Income from continuing operations, inclusive of transaction fees l 2 Diluted Income per share from continuing operations
F i s c a l T h i r d Q u a r t e r 2 0 2 6 R e s u l t s 5
N et S ales 1
($'s in millions)
U n i t V o l u m e
N e t In c o m e ( L o s s ) 2/ A d j u st e d E B I T DA
($'s in millions)
Dil u t e d N e t I n c o m e P e r S h a r e 3 / A djus t ed
Dil u t e d N e t I n c o m e P e r S h a r e
$66.8
$64.2
$11.7
$11.4
$76.0
$78.2
619
422
409
162
197
571
$10.7
$0.45
Q3 FY25 Q3 FY26
Q3 FY25 Q3 FY26
$7.5
$3.8
($0.7)
Q3 FY25 Q3 FY26
$0.30
$0.23
($0.04)
Q3 FY25 Q3 FY26
Net sales of $78.2, up 3.0% from Q3 FY25
6
Wholesale units of 571, down 7.8% from Q3 FY25
Net Loss of ($0.7), down $4.5 from Q3 FY25
Adjusted EBITDA of $10.7, up $3.2 from Q3 FY25
Diluted Earnings Per Share of ($0.04) per share, down $0.27 per share from Q3 FY25
Adjusted Diluted Net Income of $0.45 per share, up $0.15 per share from Q3 FY25
1 May not tie due to rounding l 2 Income from continuing operations l 3 Diluted Income per share from continuing operations
F i s c a l T h i r d Q u a r t e r 2 0 2 6 R e s u l t s
N et S ales 1
($'s in millions)
$186.6
$174.9
$29.8
$32.3
$204.7
$219.0
U n i t V o l u m e
1,723 1,719
N e t In c o m e 2/ A djus t ed E B IT D A
($'s in millions)
$25.2
Dil u t e d N e t I n c o m e P e r S h a r e 3 / A djus t ed
Dil u t e d N e t I n c o m e P e r S h a r e
$14.9
$5.3
$5.4
1,195
1,196
524
527
$1.03
$0.53
$0.32
$0.33
Q3 FY25 YTD Q3 FY26 YTD
Q3 FY25 YTD Q3 FY26 YTD
Q3 FY25 YTD Q3 FY26 YTD
Q3 FY25 YTD Q3 FY26 YTD
Net sales of $219.0, up 7.0% from Q3 FY25 YTD
7
Wholesale units of 1,719, down 0.2% from Q3 FY25 YTD
Net Income of $5.4, up $0.2 from Q3 FY25 YTD
Adjusted EBITDA of $25.2, up $10.3 from Q3 FY25 YTD
Diluted Earnings Per Share of $0.33 per share, up $0.01 per share from Q3 FY25 YTD
Adjusted Diluted Net Income of $1.03 per share, up $0.50 per share from Q3 FY25 YTD
1 May not tie due to rounding l 2 Income from continuing operations l 3 Diluted Income per share from continuing operations
F i s c a l T h i r d Q u a r t e r 2 0 2 6 R e s u l t s
Retain Strong Financial Position
Maintain healthy balance sheet
Ensure adequate liquidity
Zero debt
Invest in Long-Term Growth
Organic Growth:
Focused innovation
Product line development
Internal brand development
Complementary Inorganic Growth
/ M&A:
Highly selective and disciplined approach
Return Excess Cash
($'s in millions)
$50 share repurchase program authorized in July 2023 (~$23 available)
Returned ~$77 to shareholders since FY21
Maintain flexibility to continue returning excess cash to shareholders
F i s c a l T h i r d Q u a r t e r 2 0 2 6 R e s u l t s 8
Key Metrics
($'s in millions)
Cash and ST Investments
Capital Expenditures (TTM) Share Repurchases (TTM) Revolving Credit Availability
$84.6
$8.3
$6.9
$75.0
Metric
($'s In Millions, Except Per Share Data)
FY 2026
Net Sales
$312
Adjusted EBITDA
$40
Adj DEPS
$1.65
Capital Expenditures
~$8
1 Excludes impact from the proposed Marine Products Corporation transaction
F i s c a l T h i r d Q u a r t e r 2 0 2 6 R e s u l t s 9
Premium Performance 15 Models
20-25 ft. Length Range
$120k - $500k Price Range
Leisure 3 Models
24-26 ft. Length Range
$230k - $350k Price Range
Leisure
Sport Fishing
21 Models
18-36 ft. Length Range
$40k - $700k Price Range
Recreation
20 Models
20-32 ft. Length Range
$50k - $500k Price Range
6 Models
18-26 ft. Length Range
$40k - $300k Price Range
~4,700
Annual Units Sold1
C O MB I N E D C O MP A N Y B Y T H E N U MB E R S
~$540M
500+
~1,400
5
Annual Revenue1
Global Dealers2
Employees
Brands
1 LTM as of 12/31/2025 | 2 As of the most recent fiscal year for each company
1 0
F i s c a l T h i r d Q u a r t e r 2 0 2 6 R e s u l t s
E XP E C T E D P R O FO R M A FI N AN C I AL S AT C L O SI N G
~$560M
~$64M
$40M - $60M
$115M - $135M
$0
Net Sales1
Adjusted EBITDA1
Cash
Net Liquidity
Total Debt
FCF Positive
1 Fiscal Year 2026 Pro Forma Combined Net Sales and Adjusted EBITDA (Excludes Projected Cost Savings and Synergies)
F i s c a l T h i r d Q u a r t e r 2 0 2 6 R e s u l t s 1 1
Appendix
(Dollars in thousands)
Q3 FY26
% of
sales
Q3 FY25
% of
sales
Income (loss) from continuing operations
$ (716)
-0.9%
$ 3,821
5.0%
Income tax expense
49
1,053
Interest expense
58
-
Interest income
(760)
(760)
Depreciation and amortization
2,482
2,569
EBITDA
$ 1,113
1.4%
$ 6,683
8.8%
Share-based compensation
894
805
ERP implementation costs(1)
291
-
Business development and consulting costs(2)
8,425
-
Adjusted EBITDA
$ 10,723
13.7%
$ 7,488
9.9%
The following table sets forth a reconciliation of income (loss) from continuing operations as determined in accordance with U.S. GAAP to EBITDA and adjusted EBITDA and income (loss) from continuing operations margin to EBITDA margin and adjusted EBITDA margin (each expressed as a percentage of net sales) for the periods indicated:
1 Represents consulting costs incurred in connection with the ERP system implementation | 2 Represents non-recurring third-party business development and consulting costs and debt extinguishment costs related to the Marine Products Transaction
1 3
F i s c a l T h i r d Q u a r t e r 2 0 2 6 R e s u l t s
(Dollars in thousands)
FY26
% of
sales
FY25
% of
sales
Income from continuing operations
$ 5,428
2.5%
$ 5,263
2.6%
Income tax expense
1,811
1,521
Interest expense
146
1,169
Interest income
(2,257)
(2,649)
Depreciation and amortization
6,960
7,024
EBITDA
$ 12,088
5.5%
$ 12,328
6.0%
Share-based compensation
2,688
2,080
Senior leadership transition and organizational realignment costs(1)
196
448
ERP implementation costs(2)
784
-
Business development and consulting costs(3)
9,394
-
Adjusted EBITDA
$ 25,150
11.5%
$ 14,856
7.3%
The following table sets forth a reconciliation of income from continuing operations as determined in accordance with U.S. GAAP to EBITDA and adjusted EBITDA and income from continuing operations margin to EBITDA margin and adjusted EBITDA margin (each expressed as a percentage of net sales) for the periods indicated:
1 4
1 Represents amounts paid for legal fees and recruiting costs associated with the CEO and CFO transitions, as well as non-recurring severance costs incurred as part of the Company's strategic organizational realignment undertaken in connection with the transitions | 2 Represents consulting costs incurred in connection with the ERP system implementation | 3 Represents non-recurring third-party business development and consulting costs and debt extinguishment costs related to the Marine Products Transaction
F i s c a l T h i r d Q u a r t e r 2 0 2 6 R e s u l t s
(Dollars in thousands, except per share and share amounts)
Q3 FY26
Q3 FY25
Income (loss) from continuing operations
$ (716)
$ 3,821
Income tax expense
49
1,053
Amortization of acquisition intangibles
450
450
Share-based compensation
894
805
ERP implementation costs(1)
291
-
Business development and consulting costs(2)
8,425
-
Adjusted Net Income before income taxes
$ 9,393
$ 6,129
Adjusted income tax expense(3)
2,160
1,103
Adjusted Net Income
$ 7,233
$ 5,026
Adjusted Net Income per common share
Basic
Diluted
$0.45
$0.45
$0.31
$0.30
Weighted average shares used for the computation of:(4)
Basic Adjusted net income per share
16,136,132
16,414,340
Diluted Adjusted net income per share
16,136,132
16,540,345
The following table sets forth a reconciliation of income (loss) from continuing operations as determined in accordance with U.S. GAAP to adjusted net income for the periods indicated:
1 Represents consulting costs incurred in connection with the ERP system implementation | 2 Represents non-recurring third-party business development and consulting costs and debt extinguishment costs related to the Marine Products Transaction | 3 For fiscal 2026 and 2025, income tax expense reflects an income tax rate of 23.0% and 20.0%, respectively | 4 Represents 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
1 5
F i s c a l T h i r d Q u a r t e r 2 0 2 6 R e s u l t s
(Dollars in thousands, except per share and share amounts)
FY26
FY25
Income from continuing operations
$ 5,428
$ 5,263
Income tax expense
1,811
1,521
Amortization of acquisition intangibles
1,350
1,350
Share-based compensation
2,688
2,080
Senior leadership transition and organizational realignment costs(1)
196
448
ERP implementation costs(2)
784
-
Business development and consulting costs(3)
9,394
-
Adjusted Net Income before income taxes
$ 21,651
$ 10,662
Adjusted income tax expense(4)
4,980
1,919
Adjusted Net Income
$ 16,671
$ 8,743
Adjusted Net Income per common share
Basic
Diluted
$1.03
$1.03
$0.53
$0.53
Weighted average shares used for the computation of:(5)
Basic Adjusted net income per share
16,147,425
16,471,352
Diluted Adjusted net income per share
16,263,844
16,554,235
The following table sets forth a reconciliation of income from continuing operations as determined in accordance with U.S. GAAP to adjusted net income for the periods indicated:
1 6
1 Represents amounts paid for legal fees and recruiting costs associated with the CEO and CFO transitions, as well as non-recurring severance costs incurred as part of the Company's strategic organizational realignment undertaken in connection with the transitions | 2 Represents consulting costs incurred in connection with the ERP system implementation | 3 Represents non-recurring third-party business development and consulting costs and debt extinguishment costs related to the Marine Products Transaction | 4 For fiscal 2026 and 2025, income tax expense reflects an income tax rate of 23.0% and 20.0%, respectively | 5 Represents 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
F i s c a l T h i r d Q u a r t e r 2 0 2 6 R e s u l t s
Q3 FY26
Q3 FY25
Income (loss) from continuing operations per diluted share
$ (0.04)
$ 0.23
Impact of adjustments: Income tax expense
Amortization of acquisition intangibles Share-based compensation
ERP implementation costs(1)
Business development and consulting costs(2)
-0.03
0.06
0.02
0.52
0.06
0.03
0.05
-
-
Adjusted Net Income per diluted share before income taxes
$ 0.59
$ 0.37
Impact of adjusted income tax expense on net income per diluted share before income taxes(3)
(0.14)
(0.07)
Adjusted Net Income per diluted share
$ 0.45
$ 0.30
The following table sets forth a reconciliation of income (loss) from continuing operations per diluted share as determined in accordance with U.S. GAAP to adjusted net income per diluted share for the periods indicated:
1 Represents consulting costs incurred in connection with the ERP system implementation | 2 Represents non-recurring third-party business development and consulting costs and debt extinguishment costs related to the Marine Products Transaction | 3 For fiscal 2026 and 2025, income tax expense reflects an income tax rate of 23.0% and 20.0%, respectively
1 7
F i s c a l T h i r d Q u a r t e r 2 0 2 6 R e s u l t s
FY26
FY25
Income from continuing operations per diluted share
$ 0.33
$ 0.32
Impact of adjustments: Income tax expense
Amortization of acquisition intangibles Share-based compensation
Senior leadership transition and organizational realignment costs(1)
ERP implementation costs(2)
Business development and consulting costs(3)
0.11
0.08
0.17
0.01
0.05
0.58
0.09
0.08
0.13
0.03
-
-
Adjusted Net Income per diluted share before income taxes
$ 1.33
$ 0.65
Impact of adjusted income tax expense on net income per diluted
share before income taxes(4)
(0.30)
(0.12)
Adjusted Net Income per diluted share
$ 1.03
$ 0.53
The following table sets forth a reconciliation of income from continuing operations per diluted share as determined in accordance with U.S. GAAP to adjusted net income per diluted share for the periods indicated:
1 Represents amounts paid for legal fees and recruiting costs associated with the CEO and CFO transitions, as well as non-recurring severance costs incurred as part of the Company's strategic organizational realignment undertaken in connection with the transitions | 2 Represents consulting costs incurred in connection with the ERP system implementation | 3 Represents non-recurring third-party business development and consulting costs and debt extinguishment costs related to the Marine Products Transaction | 4 For fiscal 2026 and 2025, income tax expense reflects an income tax rate of 23.0% and 20.0%, respectively
1 8
F i s c a l T h i r d Q u a r t e r 2 0 2 6 R e s u l t s
($ in thousands)
FY26
FY25
Net cash provided by operating activities of continuing operations
$ 13,387
$ 18,457
Less:
Purchases of property, plant and equipment
(5,746)
(6,606)
Free cash flow
$ 7,641
$ 11,851
The following table presents the reconciliation of net cash flow by operating activities of continuing operations to Free Cash Flow for the periods presented:
1 9
F i s c a l T h i r d Q u a r t e r 2 0 2 6 R e s u l t s
Transaction Structure and Consideration
Marine Products shareholders to receive 0.232 MasterCraft Boat Holdings, Inc. shares and $2.43 of cash consideration per Marine Products share owned (represents total cash consideration of $86 million), in a transaction valued at $232.2 million, net of acquired cash
Current MCBH shareholders to own 66.4% and current Marine Products shareholders to own 33.6% of the combined company
The combined company will continue to trade on the NASDAQ under the ticker MCFT
Pro Forma Financials
FY 2026 pro forma combined net sales of ~$560 million and adjusted EBITDA of ~$64 million, excluding cost savings and synergies
Elimination of Marine Products' public company costs and corporate overhead totaling approximately $6 million of annual net savings. Management expects to achieve additional operating efficiencies and commercial synergies over time
The combination is expected to be accretive to adjusted EPS in Fiscal 2027
Financing • MCBH intends to fund the cash portion of the consideration with combined cash on hand and the existing credit facility. As of March 29, 2026 and March 31, 2026, MCBH and Marine Products had cash and cash equivalents of $84.6 million and $45.8 million, respectively
At closing, the pro forma combined balance sheet is expected to reflect a net cash position
Governance and Management
Following closing, MCBH's Board of Directors will expand from seven to ten directors and include three new directors
Upon completion of the transaction, Roch Lambert will serve as Chair of the Board, Brad Nelson as CEO, and Scott Kent as CFO of the combined company
The combined company will be headquartered in Vonore, TN, and will maintain the Chaparral and Robalo operating facilities in Nashville, GA
Approvals and Closing
The transaction has been unanimously approved by the Board of Directors of both companies and the Special Committee of the Board of Directors for Marine Products
We will hold a special meeting of stockholders at 8am Eastern Time on May 12th, 2026, and expect to close the transaction shortly thereafter, subject to approval by both MasterCraft and Marine Products shareholders and the satisfaction of customary closing conditions
2 0
1 As presented in the S-4 filed on 3/16/2026
F i s c a l T h i r d Q u a r t e r 2 0 2 6 R e s u l t s
Disclaimer
Mastercraft Boat Holdings Inc. published this content on May 07, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 07, 2026 at 11:48 UTC.