Form 8-K/A
8-K/A — MasterCraft Boat Holdings, Inc.
Accession: 0001193125-26-269732
Filed: 2026-06-12
Period: 2026-05-15
CIK: 0001638290
SIC: 3730 (SHIP & BOAT BUILDING & REPAIRING)
Item: Financial Statements and Exhibits
Documents
8-K/A — d151058d8ka.htm (Primary)
EX-23.1 (d151058dex231.htm)
EX-99.3 (d151058dex993.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K/A
8-K/A (Primary)
Filename: d151058d8ka.htm · Sequence: 1
8-K/A
true 0001638290 0001638290 2026-05-15 2026-05-15
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 2026
MasterCraft Boat Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware
001-37502
06-1571747
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
100 Cherokee Cove Drive
Vonore, Tennessee
37885
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: 423 884-2221
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock
MCFT
The Nasdaq Stock Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
On May 15, 2026, MasterCraft Boat Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial 8-K”) with the U.S. Securities and Exchange Commission to report, among other things, under Item 2.01 thereof the completion of the acquisition of Marine Products Corporation (“Marine Products”) pursuant to the Agreement and Plan of Merger, dated as of February 5, 2026 (the “Merger Agreement”).
We are amending the Initial 8-K to include the historical financial statements of Marine Products and our unaudited pro forma condensed combined financial information giving effect to the acquisition.
The pro forma financial information included in this report has been presented for informational purposes only. It does not purport to represent the actual results of operations that we and Marine Products would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve.
Item 9.01
Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited financial statements of Marine Products as of December 31, 2025 and 2024 and for each of the three years ended December 31, 2025, 2024 and 2023 are filed with this Current Report on Form 8-K/A as Exhibit 99.1 and the unaudited consolidated financial statements of Marine Products as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 as Exhibit 99.2 and incorporated herein.
(b) Pro forma financial information.
The unaudited pro forma condensed combined balance sheet as of March 29, 2026 and the unaudited pro forma condensed combined statement of operations for the nine months ended March 29, 2026 and the year ended June 30, 2025 are filed with this Current Report on Form 8-K/A as Exhibit 99.3 and incorporated herein.
(d) Exhibits
The following exhibits are being furnished as part of this report:
Exhibit
No.
Description
23.1
Consent of Grant Thornton LLP
99.1
Audited financial statements of Marine Products as of December 31, 2025 and 2024 and for each of the fiscal years ended December 31, 2025, 2024 and 2023 (incorporated by reference to Marine Products’ Annual Report on Form 10-K for the fiscal year ended December 31, 2025).
99.2
Unaudited consolidated financial statements of Marine Products as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 (incorporated by reference to Marine Products’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2026).
99.3
Unaudited Pro Forma Condensed Combined Balance Sheet as of March 29, 2026 and the Unaudited Pro Forma Condensed Combined Statement of Operations for the nine months ended March 29, 2026 and the year ended June 30, 2025
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned thereunto duly authorized.
MASTERCRAFT BOAT HOLDINGS, INC.
Date: June 12, 2026
By:
/s/ W. SCOTT KENT
W. Scott Kent
Chief Financial Officer
EX-23.1
EX-23.1
Filename: d151058dex231.htm · Sequence: 2
EX-23.1
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated February 27, 2026, with respect to the consolidated financial statements of Marine Products Corporation for the year ended
December 31, 2025 included in the Current Report of MasterCraft Boat Holdings, Inc. on Form 8-K/A dated June 12, 2026. We consent to the incorporation by reference of said report in the Registration Statements of MasterCraft Boat Holdings, Inc. on
Form S-3 (File No. 333-212812) and Form S-8 (File Nos. 333-205825 and 333-282808).
/s/ GRANT THORNTON LLP
Atlanta, Georgia
June 12, 2026
EX-99.3
EX-99.3
Filename: d151058dex993.htm · Sequence: 3
EX-99.3
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On February 5, 2026, MasterCraft Boat Holdings, Inc., a Delaware corporation (“MasterCraft”), Merger Sub 1, Merger Sub 2, and
Marine Products Corporation, a Delaware corporation (“Marine Products”) entered into the merger agreement. Pursuant to the merger agreement, on May 15, 2026, before the market opened, Merger Sub 1 merged with and into Marine
Products, with Marine Products surviving as a wholly owned subsidiary of MasterCraft. Immediately after the first merger, Marine Products merged with and into Merger Sub 2, with Merger Sub 2 surviving the second merger as a wholly owned subsidiary
of MasterCraft. Concurrently, with the execution of the merger agreement, on February 5, 2026, MasterCraft entered into certain ancillary agreements (as defined and further described in Note 1). The transactions contemplated in connection with
the merger agreement, including the mergers, are referred to herein as the “transactions” and the consummation of the transactions is referred to as the “closing”.
The following unaudited pro forma condensed combined financial information (“unaudited pro forma financial information”) of
MasterCraft has been prepared in accordance with Article 11 of Regulation S-X and gives pro forma effect to the mergers, and includes adjustments intended to illustrate the estimated pro forma effects of the
mergers, which we refer to as the “Transaction Accounting Adjustments”.
The unaudited pro forma condensed combined
balance sheet as of March 29, 2026, gives effect to the mergers as if they had been completed on March 29, 2026, and combines the consolidated balance sheet of MasterCraft as of March 29, 2026, with the consolidated balance sheet of
Marine Products as of March 31, 2026.
The unaudited pro forma condensed combined statements of operations for the nine months ended
March 29, 2026, and the year ended June 30, 2025, give effect to the mergers as if they were consummated on July 1, 2024. The unaudited pro forma condensed combined statement of operations for the nine months ended March 29,
2026, combines the consolidated statement of operations of MasterCraft for the nine months ended March 29, 2026, and the consolidated statement of operations of Marine Products for the nine months ended March 31, 2026. The unaudited pro
forma condensed combined statement of operations for the year ended June 30, 2025, combines the consolidated statement of operations of MasterCraft for the year ended June 30, 2025, and the consolidated statement of operations of Marine
Products for the twelve months ended June 30, 2025.
The unaudited pro forma financial information contained herein does not give
effect to any historical financial results of MasterCraft following March 29, 2026, or Marine Products following March 31, 2026.
The unaudited pro forma financial information should be read in conjunction with the following:
•
The accompanying notes to the unaudited pro forma condensed combined financial information;
•
The unaudited condensed consolidated financial statements of MasterCraft as of and for the nine months ended
March 29, 2026, and the related notes, as included in MasterCraft’s Quarterly Report on Form 10-Q as filed with the SEC on May 7, 2026;
•
The audited consolidated financial statements of MasterCraft as of and for the year ended June 30, 2025, and
the related notes, as included in MasterCraft’s Annual Report on Form 10-K as filed with the SEC on August 27, 2025; and
•
The unaudited consolidated financial statements of Marine Products as of and for the three months ended
March 31, 2026, and the related notes, as included in Marine Products’ Quarterly Report on Form 10-Q as filed with the SEC on May 8, 2026;
•
The audited consolidated financial statements of Marine Products as of and for the year ended December 31,
2025, and the related notes, as included in Marine Products’ Annual Report on Form 10-K as filed with the SEC on February 27, 2026.
The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the operating
results or financial position that would have been achieved had the mergers been consummated on the dates indicated or that the combined company may achieve in future periods. The Transaction Accounting Adjustments represent management’s best
estimates and are based upon currently available information and certain assumptions that management believes are reasonable and supportable. As the unaudited pro forma financial information has been prepared based on these assumptions, the final
amounts recorded may differ materially from the information presented herein. Further, the unaudited pro forma financial information does not reflect any operating synergies, dis-synergies, or cost savings
that may result from the mergers.
1
MASTERCRAFT BOAT HOLDINGS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 29, 2026
MasterCraft
Marine Products
MasterCraft
(Dollar amounts in thousands)
(Historical)
(Historical)
(Note 3)
Transaction
Accounting
Adjustments
(Note 5)
Pro Forma
Combined
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
75,403
$
45,799
$
(90,726
)
(a
)
$
30,476
Short-term investments
9,220
—
—
9,220
Accounts receivable, net of allowance
11,230
5,201
—
16,431
Income tax receivable
1,740
2,865
—
4,605
Inventories
34,769
55,103
4,133
(b
)
94,005
Prepaid expenses and other current assets
9,484
4,200
999
(c
)
14,683
Total current assets
141,846
113,168
(85,594
)
169,420
Property, plant and equipment, net
53,517
22,357
12,302
(d
)
88,176
Goodwill
28,493
3,308
89,482
(e
)
121,283
Other intangible assets, net
30,500
465
83,535
(f
)
114,500
Deferred income taxes
17,569
4,890
(22,459
)
(g
)
—
Other long-term assets
5,927
5,012
—
10,939
Total assets
$
277,852
$
149,200
$
77,266
$
504,318
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable
$
21,895
$
14,490
$
—
$
36,385
Income tax payable
1,773
—
—
1,773
Accrued expenses and other current liabilities
53,884
15,000
—
68,884
Total current liabilities
77,552
29,490
—
107,042
Unrecognized tax positions
9,346
—
—
9,346
Other long-term liabilities
1,702
1,654
521
(g
)
3,877
Total liabilities
$
88,600
$
31,144
$
521
$
120,265
COMMITMENTS AND CONTINGENCIES
EQUITY:
Common stock
$
163
$
3,523
$
(3,442
)
(h
)
$
244
Additional paid-in capital
52,805
—
199,217
(h
)
252,022
Retained earnings
136,084
114,533
(119,030
)
(h
)
131,587
MasterCraft Boat Holdings, Inc. equity
189,052
118,056
76,745
383,853
Noncontrolling interest
200
—
—
200
Total equity
$
189,252
$
118,056
$
76,745
$
384,053
Total liabilities and equity
$
277,852
$
149,200
$
77,266
$
504,318
The accompanying notes are an integral part of this unaudited pro forma condensed combined financial
information.
2
MASTERCRAFT BOAT HOLDINGS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED MARCH 29, 2026
MasterCraft
Marine Products
MasterCraft
(Dollar amounts in thousands, except share and per share data)
(Historical)
(Reclassified)
(Note 3)
Transaction
Accounting
Adjustments
(Note 5)
Pro Forma
Combined
NET SALES
$
218,967
$
184,252
$
—
$
403,219
COST OF SALES
168,502
153,885
243
(j
)
322,630
GROSS PROFIT
50,465
30,367
(243
)
80,589
OPERATING EXPENSES:
Selling and marketing
9,649
5,491
—
15,140
General and administrative
34,267
20,991
125
(k
)
55,383
Amortization of other intangible assets
1,350
—
3,315
(l
)
4,665
Total operating expenses
45,266
26,482
3,440
75,188
OPERATING INCOME
5,199
3,885
(3,683
)
5,401
OTHER INCOME (EXPENSE):
Interest expense
(146
)
—
—
(146
)
Interest income
2,257
1,144
—
3,401
Loss on extinguishment of debt
(71
)
—
—
(71
)
INCOME BEFORE INCOME TAX EXPENSE
7,239
5,029
(3,683
)
8,585
INCOME TAX EXPENSE
1,811
2,079
(843
)
(m
)
3,047
INCOME FROM CONTINUING OPERATIONS
$
5,428
$
2,950
$
(2,840
)
$
5,538
INCOME PER SHARE (Note 5(n)):
Basic
Continuing operations
$
0.34
$
0.23
Diluted
Continuing operations
$
0.33
$
0.23
WEIGHTED AVERAGE SHARES USED FOR COMPUTATION OF (Note 5(n)):
Basic earnings per share
16,147,425
24,235,812
Diluted earnings per share
16,263,844
24,388,847
The accompanying notes are an integral part of this unaudited pro forma condensed combined financial
information.
3
MASTERCRAFT BOAT HOLDINGS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 2025
MasterCraft
Marine Products
MasterCraft
(Dollar amounts in thousands, except share and per share data)
(Historical)
(Reclassified)
(Note 3)
Transaction
Accounting
Adjustments
(Note 5)
Pro Forma
Combined
NET SALES
$
284,203
$
224,368
$
—
$
508,571
COST OF SALES
227,338
185,568
4,133
475
(i
(j
)
)
417,514
GROSS PROFIT
56,865
38,800
(4,608
)
91,057
OPERATING EXPENSES:
Selling and marketing
11,740
6,193
—
17,933
General and administrative
32,093
17,909
4,664
(k
)
54,666
Amortization of other intangible assets
1,800
—
4,420
(l
)
6,220
Total operating expenses
45,633
24,102
9,084
78,819
OPERATING INCOME
11,232
14,698
(13,692
)
12,238
OTHER INCOME (EXPENSE):
Interest expense
(1,169
)
—
—
(1,169
)
Interest income
3,472
2,064
—
5,536
INCOME BEFORE INCOME TAX EXPENSE
13,535
16,762
(13,692
)
16,605
INCOME TAX EXPENSE
2,820
2,723
(2,492
)
(m
)
3,051
INCOME FROM CONTINUING OPERATIONS
$
10,715
$
14,039
$
(11,200
)
$
13,554
INCOME PER SHARE (Note 5(n)):
Basic
Continuing operations
$
0.65
$
0.55
Diluted
Continuing operations
$
0.65
$
0.55
WEIGHTED AVERAGE SHARES USED FOR COMPUTATION OF (Note 5(n)):
Basic earnings per share
16,428,485
24,516,872
Diluted earnings per share
16,525,773
24,650,776
The accompanying notes are an integral part of this unaudited pro forma condensed combined financial
information.
4
MASTERCRAFT BOAT HOLDINGS, INC.
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
(in thousands, except shares and per share amounts)
Note 1 – Description of the Transactions
Mergers
On February 5, 2026,
MasterCraft entered into the merger agreement to acquire all of the issued and outstanding equity securities of Marine Products through the mergers. The merger agreement, among other things, provides for the combination of MasterCraft and Marine
Products in a stock-and-cash transaction. As part of the first merger, on May 15, 2026, before the market opened, Merger Sub 1 merged with and into Marine
Products, with Marine Products surviving as a wholly owned subsidiary of MasterCraft. Immediately after the first merger, Marine Products merged with and into Merger Sub 2 as part of the second merger, with Merger Sub 2 surviving as a wholly owned
subsidiary of MasterCraft.
Upon the terms and conditions of the merger agreement, at the effective time of the first merger, which we
refer to as the “effective time”, each share of Marine Products common stock, par value $0.10 per share, converted into the right to receive 0.232 shares, which we refer to as the “stock consideration”, of
MasterCraft common stock, par value $0.01 per share, and $2.43 in cash, without interest, which we refer to as the “cash consideration”. Together, the cash consideration and the stock consideration are referred to as the
“merger consideration”.
Treatment of Marine Products Equity Awards
Additionally, immediately prior to the first effective time, each outstanding Marine Products restricted stock award, which we refer to as a
“Marine Products RSAs”, accelerated and vested in full and was treated in the same manner as shares of Marine Products common stock for purposes of receiving the merger consideration, except that Marine Products RSAs awarded in
2026 and held by employees who continue with the combined company following the closing date, which we refer to as the “Assumed RSAs”, were converted into (i) the cash consideration for each share of Marine Products
restricted stock subject to such Assumed RSAs and (ii) MasterCraft RSAs corresponding to a number of shares of MasterCraft common stock equal to the product of (x) the number of shares of Marine Products restricted stock subject to such
Assumed RSA and (y) the stock consideration. The MasterCraft RSAs have the same time-vesting restrictions as the existing Marine Products RSAs, provided that the Assumed RSAs also
include double-trigger change-in-control vesting provisions following the mergers. In addition, each unvested Marine Products performance stock unit,
which we refer to as a “Marine Products PSU”, with an incomplete performance period as of the closing date vested based on “target” performance and was treated in the same manner as shares of Marine Products common
stock for purposes of receiving the merger consideration, while each unvested Marine Products PSU with a completed performance period as of the closing date vested based on “actual” performance and was treated in the same manner as
shares of Marine Products common stock for purposes of receiving the merger consideration.
Ancillary Agreements
Concurrently with the execution of the merger agreement, on February 5, 2026, MasterCraft entered into (i) the voting agreement,
(ii) the stockholders agreement, as amended, and (iii) the registration rights agreement. These ancillary agreements do not impact the unaudited pro forma financial information and therefore pro forma adjustments for these agreements are
not reflected herein.
Note 2 – Basis of Presentation
The unaudited pro forma financial information was prepared in accordance with Article 11 of Regulation
S-X. The unaudited pro forma condensed combined balance sheet as of March 29, 2026, gives effect to the mergers as if they had been completed on March 29, 2026, and the unaudited pro forma condensed
combined statements of operations for the nine months ended March 29, 2026, and the year ended June 30, 2025, give effect to the mergers as if they had been completed on July 1, 2024.
The historical consolidated financial statements of MasterCraft and the historical consolidated financial statements of Marine Products were
prepared in accordance with U.S. GAAP and presented in U.S. dollars. The preparation of the unaudited pro forma financial information was based upon MasterCraft’s fiscal year end, which ends on June 30. Marine Products’ fiscal year ends
on December 31. Given the difference between MasterCraft’s fiscal year end and Marine Products’ fiscal year end is more than one quarter, the historical statement of operations information of Marine Products has been adjusted to align
with the fiscal year end of MasterCraft in order to prepare the unaudited pro forma condensed combined statements of operations. No adjustments were necessary to align Marine Products’ historical balance sheet.
5
For purposes of the unaudited pro forma condensed combined statement of operations for the
nine months ended March 29, 2026, the historical consolidated statement of operations of MasterCraft for the nine months ended March 29, 2026, has been combined with the historical consolidated statement of operations of Marine Products
for the period from July 1, 2025, to March 31, 2026 (i.e., the nine months ended March 31, 2026). For purposes of the unaudited pro forma condensed combined statement of operations for the year ended June 30, 2025, the historical
consolidated statement of operations of MasterCraft for the year ended June 30, 2025, has been combined with the historical consolidated statement of operations of Marine Products for the period from July 1, 2024, to June 30, 2025
(i.e., the twelve months ended June 30, 2025). Refer to Note 3 for further details of the fiscal year alignment.
Additionally, as
discussed in Note 3, certain reclassifications were made to conform the historical presentation of Marine Products consolidated financial statements to that of MasterCraft’s financial statement presentation. The accounting policies used in the
preparation of the unaudited pro forma financial information are those set out in MasterCraft’s audited financial statements for the year ended June 30, 2025. Management conducted a preliminary evaluation of accounting policies used by
Marine Products compared to accounting policies used by MasterCraft and did not identify any material differences, and accordingly, no adjustments to conform accounting policies have been reflected in the unaudited pro forma financial information.
Following the completion of the mergers, MasterCraft will conduct a comprehensive review of Marine Products’ accounting policies, and as a result of that review, MasterCraft may identify differences which may have a material impact on the
unaudited pro forma financial information.
The unaudited pro forma financial information reflects the pro forma effect of the mergers
using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), with MasterCraft as the accounting acquirer, using the
fair value concepts defined in ASC Topic 820, Fair Value Measurement, and is based on the historical financial statements of MasterCraft and Marine Products. Refer to Note 4 for additional information regarding the accounting treatment and
preliminary purchase price allocation.
The unaudited pro forma financial information is presented for informational purposes only and is
not necessarily indicative of the operating results or financial position that would have been achieved had the mergers been consummated on the dates indicated or that the combined company may achieve in future periods. The unaudited pro forma
financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result from the mergers, or any integration costs that may be incurred. The
Transaction Accounting Adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that MasterCraft believes are reasonable and supportable. As the unaudited pro forma financial
information has been prepared based on these assumptions, the final amounts recorded may differ materially from the information presented herein.
Note
3 – Fiscal Year End Alignment and Financial Statement Line Item Reclassification Adjustments
Fiscal year end alignment and
financial statement line item reclassification adjustments have been made to conform Marine Products’ historical financial statement presentation to MasterCraft’s financial statement presentation in the unaudited pro forma condensed
combined balance sheet and the unaudited pro forma condensed combined statements of operations.
Unaudited Pro Forma Condensed Combined Balance
Sheet as of March 29, 2026
Reclassification Adjustments
During the preparation of the unaudited pro forma financial information, management performed a preliminary analysis of Marine Products’
financial information to identify differences in financial statement presentation compared to the presentation of MasterCraft. Management did not identify any significant differences between Marine Products’ historical consolidated balance
sheet presentation as of March 31, 2026, and MasterCraft’s historical consolidated balance sheet presentation as of March 29, 2026. Accordingly, no reclassification adjustments are reflected in the unaudited pro forma condensed
combined balance sheet as of March 29, 2026.
Unaudited Pro Forma Condensed Combined Statement of Operations for the Nine Months Ended
March 29, 2026
Fiscal Year End Alignment
The historical consolidated statement of operations information of Marine Products for the nine months ended March 31, 2026, has been
derived as follows:
6
(Dollar amounts in thousands)
Year Ended
December 31, 2025
(Historical)
Less: Six Months
Ended June 30, 2025
(Historical)
Plus: Three Months
Ended March 31, 2026
(Historical)
Nine Months
Ended March 31, 2026 (1)
(Historical Aligned)
Net sales
$
244,419
$
126,700
$
66,533
$
184,252
Cost of goods sold
197,644
102,838
55,462
150,268
Gross profit
46,775
23,862
11,071
33,984
Selling, general and administrative expenses
32,747
16,438
8,824
25,133
Merger related costs
—
—
4,966
4,966
Operating income (loss)
14,028
7,424
(2,719
)
3,885
Interest income, net
1,737
918
325
1,144
Income (loss) before income taxes
15,765
8,342
(2,394
)
5,029
Income tax provision (benefit)
4,382
1,974
(329
)
2,079
Net income (loss)
$
11,383
$
6,368
$
(2,065
)
$
2,950
(1)
The historical consolidated statement of operations of Marine Products for the nine months ended March 31,
2026, was derived from (i) Marine Products’ consolidated statement of operations for the year ended December 31, 2025, as presented in its Annual Report on Form 10-K for the year ended
December 31, 2025, as filed with the SEC on February 27, 2026, less (ii) Marine Products’ consolidated statement of operations for the six months ended June 30, 2025, as presented in its Quarterly Report on Form 10-Q for the six months ended June 30, 2025, as filed with the SEC on July 24, 2025, plus (iii) Marine Products’ consolidated statement of operations for the three months ended March 31,
2026, as presented in its Quarterly Report on Form 10-Q for the three months ended March 31, 2026, as filed with the SEC on May 8, 2026.
Reclassification Adjustments
The
following table presents a summary of reclassification adjustments to conform Marine Products’ historical consolidated statement of operations information for the nine months ended March 31, 2026, with MasterCraft’s historical
consolidated statement of operations presentation for the nine months ended March 29, 2026 (dollar amounts in thousands):
MasterCraft
Marine Products
Marine Products
Marine Products
Consolidated Statement of Operations
Line
Items
(Historical)
Consolidated Statement of
Operations Line
Items
(Historical)
Nine Months
Ended
March 31, 2026
(Historical Aligned)
Reclassification
Adjustments
Nine Months
Ended
March 31, 2026
(Reclassified)
Net sales
Net sales
$
184,252
$
—
$
184,252
Cost of sales
Cost of goods sold
150,268
3,617
(a
)
153,885
Selling and marketing
—
5,491
(b
)
5,491
General and administrative
—
16,025
(b
)
20,991
4,966
(c
)
Selling, general and administrative expenses
25,133
(3,617
)
(a
)
—
(21,516
)
(b
)
Merger related costs
4,966
(4,966
)
(c
)
—
Interest income
Interest income, net
1,144
—
1,144
Income tax expense
Income tax provision
2,079
—
2,079
(a)
On its historical consolidated statement of operations, Marine Products presented $3.6 million of warranty
expense within selling, general and administrative expenses. This reclassification adjustment is to present this amount within cost of sales in the unaudited pro forma condensed combined statement of operations to conform with MasterCraft’s
presentation.
(b)
On its historical consolidated statement of operations, Marine Products presented $5.5 million of selling
and marketing expense and $16.0 million of general and administrative expense within selling, general and administrative expenses. This reclassification adjustment is to present these amounts in separate line items in the unaudited pro forma
condensed combined statement of operations to conform with MasterCraft’s presentation.
(c)
On its historical consolidated statement of operations, Marine Products presented $5.0 million of merger
related costs as a separate line item. This reclassification adjustment is to present this amount within general and administrative expenses in the unaudited pro forma condensed combined statement of operations to conform with MasterCraft’s
presentation.
7
Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended June 30, 2025
Fiscal Year End Alignment
The historical statement of operations information of Marine Products for the twelve months ended June 30, 2025, has been derived as
follows:
(Dollar amounts in thousands)
Year Ended
December 31, 2024
(Historical)
Less: Six Months Ended
June 30, 2024
(Historical)
Plus: Six Months Ended
June 30, 2025
(Historical)
Twelve Months Ended
June 30, 2025 (1)
(Historical Aligned)
Net sales
$
236,555
$
138,887
$
126,700
$
224,368
Cost of goods sold
191,057
111,729
102,838
182,166
Gross profit
45,498
27,158
23,862
42,202
Selling, general and administrative expenses
27,376
16,166
16,438
27,648
Gain on disposition of assets, net
(144
)
—
—
(144
)
Operating income
18,266
10,992
7,424
14,698
Interest income, net
2,876
1,730
918
2,064
Income before income taxes
21,142
12,722
8,342
16,762
Income tax provision
3,289
2,540
1,974
2,723
Net income
$
17,853
$
10,182
$
6,368
$
14,039
(1)
The historical consolidated statement of operations of Marine Products for the twelve months ended
June 30, 2025, was derived from (i) Marine Products’ consolidated statement of operations for the year ended December 31, 2024, as presented in its Annual Report on Form 10-K for the year
ended December 31, 2025, as filed with the SEC on February 27, 2026, less (ii) Marine Products’ consolidated statement of operations for the six months ended June 30, 2024, as presented in its Quarterly Report on Form 10-Q for the six months ended June 30, 2025, as filed with the SEC on July 24, 2025, plus (iii) Marine Products’ consolidated statement of operations for the six months ended June 30, 2025,
as presented in its Quarterly Report on Form 10-Q for the six months ended June 30, 2025, as filed with the SEC on July 24, 2025.
Reclassification Adjustments
The
following table presents a summary of reclassification adjustments to conform Marine Products’ historical consolidated statement of operations information for the twelve months ended June 30, 2025, with MasterCraft’s historical
consolidated statement of operations presentation for the year ended June 30, 2025 (dollar amounts in thousands):
MasterCraft
Marine Products
Marine Products
Marine Products
Consolidated Statement of
Operations Line Items
(Historical)
Consolidated Statement of
Operations Line Items
(Historical)
Twelve Months Ended
June 30, 2025
(Historical Aligned)
Reclassification
Adjustments
Twelve Months Ended
June 30, 2025
(Reclassified)
Net sales
Net sales
$
224,368
$
—
$
224,368
Cost of sales
Cost of goods sold
182,166
3,402
(a
)
185,568
Selling and marketing
—
6,193
(b
)
6,193
General and administrative
—
18,053
(144
)
(b
(c
)
)
17,909
Selling, general and administrative expenses
27,648
(3,402
(24,246
)
)
(a
(b
)
)
—
Gain on disposition of assets, net
(144
)
144
(c
)
—
Interest income
Interest income, net
2,064
—
2,064
Income tax expense
Income tax provision
2,723
—
2,723
(a)
On its historical consolidated statement of operations, Marine Products presented $3.4 million of warranty
expense within selling, general and administrative expenses. This reclassification adjustment is to present this amount within cost of sales in the unaudited pro forma condensed combined statement of operations to conform with MasterCraft’s
presentation.
(b)
On its historical consolidated statement of operations, Marine Products presented $6.2 million of selling
and marketing expense and $18.1 million of general and administrative expense within selling, general and administrative expenses. This reclassification adjustment is to present these amounts in separate line items in the unaudited pro forma
condensed combined statement of operations to conform with MasterCraft’s presentation.
(c)
On its historical consolidated statement of operations, Marine Products presented a $0.1 million gain on
disposition of assets as a separate line item. This reclassification adjustment is to present this amount within general and administrative in the unaudited pro forma condensed combined statement of operations to conform with MasterCraft’s
presentation.
8
Note 4 – Accounting Treatment and Preliminary Purchase Price Allocation
Under ASC 805, all assets acquired and liabilities assumed in a business combination are recognized and measured at their acquisition date fair
values, and transaction costs associated with the business combination are expensed as incurred. The excess of merger consideration over the estimated fair value of identifiable assets acquired and liabilities assumed, if any, is allocated to
goodwill.
The consideration transferred calculated in accordance with ASC 805 is based on the merger consideration as delineated in the
merger agreement and is based on the number of shares of MasterCraft common stock issued multiplied by MasterCraft’s closing share price as of May 14, 2026.
In accordance with ASC 805, MasterCraft will assign fair value to assets acquired and liabilities assumed using best estimates and assumptions
as of the closing date of the mergers. The determination of the estimated fair value of assets acquired requires significant judgment and often involves the use of various estimates and assumptions. To determine the preliminary estimate of fair
values of assets acquired and liabilities assumed, MasterCraft used benchmark studies in addition to the historical audited balance sheet of Marine Products as of March 31, 2026, collectively with the consequential tax effects of the mergers.
The estimated fair values and purchase price allocation are preliminary. A final determination of the fair value of assets acquired,
including any identifiable intangible assets, and liabilities assumed will be performed within one year of the mergers’ closing date. Since the unaudited pro forma financial information has been prepared based on preliminary fair values, the
final amounts may differ materially from the information presented herein.
Merger Consideration
The following table presents the merger consideration:
(Dollar amounts in thousands, except share and per share data)
Amount
Shares of Marine Products common stock
(1)
34,863,738
Exchange ratio
0.232
Shares of MasterCraft common stock to be issued
8,088,387
MasterCraft closing share price
(2)
$
24.64
Total preliminary stock consideration
$
199,298
Shares of Marine Products common stock
(1)
34,863,738
Shares of Assumed RSAs (3)
210,500
Shares of Marine Products common stock and Assumed RSAs
35,074,238
Cash Consideration per share
$
2.43
Total preliminary cash consideration
$
85,230
Total preliminary merger consideration
(4)
$
284,528
(1)
The shares of Marine Products common stock is based on 34,377,359 shares of Marine Products common stock issued
and outstanding as of May 15, 2026 and 486,379 eligible RSAs and PSUs, net Marine Products stock withheld for tax purposes, outstanding as of May 15, 2026.
(2)
The value of the shares of MasterCraft common stock issued is based on the publicly quoted closing share price
of MasterCraft common stock as of May 14, 2026.
(3)
Pursuant to the merger agreement, the holders of the Assumed RSAs are entitled to receive the cash
consideration for each Assumed RSA outstanding immediately prior to the mergers.
(4)
Total preliminary merger consideration excludes cash payments totaling $5 thousand related to the impact
of fractional shares, which is deemed immaterial.
Preliminary Purchase Price Allocation
The following table presents the preliminary purchase price allocation as if the mergers had been completed on March 29, 2026:
(Dollar amounts in thousands)
Preliminary
Fair Value
Total merger consideration
$
284,528
Assets
Cash and cash equivalents
$
45,799
Accounts receivable, net of allowance
5,201
Income tax receivable
2,865
Inventories, net
59,236
9
(Dollar amounts in thousands)
Preliminary
Fair Value
Prepaid expenses and other current assets
4,200
Property, plant and equipment, net
34,659
Other intangible assets, net
84,000
Other long-term assets
5,012
Total assets
$
240,972
Liabilities
Accounts payable
$
14,490
Accrued expenses and other current liabilities
15,000
Deferred income taxes
18,090
Other long-term liabilities
1,654
Total liabilities
$
49,234
Net assets
$
191,738
Goodwill
$
92,790
Note 5 – Transaction Accounting Adjustments
Unaudited Pro Forma Condensed Combined Balance Sheet as of March 29, 2026
The unaudited pro forma condensed combined balance sheet as of March 29, 2026, reflects the following adjustments:
a)
Reflects a decrease to cash and cash equivalents of $90.7 million as a result of the payment of cash
consideration, a decrease of $4.5 million related to transaction costs (primarily legal and professional services fees) not reflected in the historical financial statements that MasterCraft expects to incur related to the mergers, with a
corresponding decrease to retained earnings, and a decrease of $1.0 million for a six-year, prepaid “tail” policy for D&O liability insurance and fiduciary liability insurance, which was
required to be obtained by Marine Products prior to the closing of the mergers.
b)
Represents the preliminary fair value adjustment of $4.1 million to inventories, net, which considers net
realizable value for work-in-process and finished goods.
c)
Reflects an increase to prepaid expenses and other current assets of $1.0 million related to the six-year, prepaid “tail” policy for D&O liability insurance and fiduciary liability insurance further described in Note 5(a).
d)
Represents the adjustment to property, plant and equipment, net, to reflect the preliminary fair value of
$12.3 million for assets acquired in connection with the mergers. Refer to Note 5(j) for details of acquired property, plant and equipment.
e)
Reflects preliminary goodwill as a result of the mergers of $92.8 million and the elimination of Marine
Products’ historical goodwill of $3.3 million. The goodwill is not expected to be deductible for tax purposes.
f)
Represents the adjustment to other intangible assets, net to reflect the preliminary fair value of
$84.0 million for identifiable intangible assets acquired in connection with the mergers and the elimination of historical intangible assets related to prior acquisitions of $0.5 million. Refer to Note 5(l) for details of acquired
identifiable intangible assets.
g)
Represents a decrease of $23.0 million to deferred income taxes due to an increase in deferred tax
liabilities related to the estimated impact of purchase price adjustments in connection with the mergers. As a result of this adjustment, the ending balance reflects a $0.5 million net deferred tax liability and has been reclassified to other
long-term liabilities.
h)
Represents the adjustments to equity, which are summarized in the table below:
(Dollar amounts in thousands)
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Elimination of historical Marine Products’ equity
$
(3,523
)
$
—
$
(114,533
)
Issuance of MasterCraft common stock in connection with the mergers (Note 4)
81
199,217
—
Estimated transaction costs (Note 5(a))
—
—
(4,497
)
Total pro forma adjustments
$
(3,442
)
$
199,217
$
(119,030
)
10
Unaudited Pro Forma Condensed Combined Statements of Operations for the Nine Months Ended
March 29, 2026, and the Year Ended June 30, 2025
The unaudited pro forma condensed combined statements of
operations for the nine months ended March 29, 2026, and the year ended June 30, 2025, reflect the following adjustments:
i)
Reflects an increase to cost of sales of $4.1 million for the year ended June 30, 2025, related to
the amortization of the inventory fair value adjustment further described in Note 5(b). MasterCraft will recognize the increased value of inventories in cost of sales as the inventory is sold. For purposes of the unaudited pro forma condensed
combined statements of operations, it is assumed that the increased value of inventories will be recognized in cost of sales within the first year following the mergers.
j)
Reflects the incremental depreciation expense related to the fair value
step-up in property, plant and equipment acquired further described in Note 5(d), which is calculated as follows:
Cost of Sales
(Dollar amounts in thousands)
Preliminary Fair
Value
Estimated Useful Life
(Years)
Nine Months
Ended
March 29, 2026
Year Ended
June 30, 2025
Land
$
1,788
N/A
$
—
$
—
Land improvements
554
2
208
277
Buildings and improvements
21,622
18
901
1,201
Machinery and equipment
9,306
5-6
1,273
1,697
Furniture and fixtures
1,389
5
209
278
Total property, plant and equipment at pro forma fair value
$
34,659
$
2,348
$
3,453
Less: Marine Products historical property, plant and equipment, net and depreciation
expense
(22,357
)
(2,348
)
(2,978
)
Total pro forma adjustments to depreciation expense
$
12,302
$
243
$
475
k)
Reflects increases to general and administrative expense related to
non-recurring transaction costs (primarily legal and professional services fees) not reflected in the historical financial statements that MasterCraft expects to incur related to the mergers and amortization
of the prepaid D&O liability and fiduciary liability insurance policy further described in Note 5(a). The adjustments to general and administrative expense are summarized below:
(Dollar amounts in thousands)
Nine Months
Ended
March 29, 2026
Year Ended
June 30, 2025
Estimated transaction costs in connection with the mergers (1)
$
—
$
4,497
Amortization of prepaid D&O and fiduciary liability insurance (Note 5(a))
125
167
Total pro forma adjustments to general and administrative expense
$
125
$
4,664
(1)
The estimated transaction costs above are not anticipated to recur beyond twelve months after the closing date
of the mergers.
l)
Reflects the incremental amortization expense related to identifiable intangible assets further described in
Note 5(f), which is calculated as follows:
Amortization of Other Intangible Assets
(Dollar amounts in thousands)
Preliminary Fair
Value
Estimated Useful
Life
(Years)
Nine Months
Ended
March 29, 2026
Year Ended
June 30, 2025
Dealer network
$
44,200
10
$
3,315
$
4,420
Trade names
39,800
Indefinite
—
—
Total other intangible assets at pro forma fair value
$
84,000
$
3,315
$
4,420
Less: Marine Products historical other intangible assets, net and amortization expense
(465
)
—
—
Total pro forma adjustments to amortization expense
$
83,535
$
3,315
$
4,420
m)
Reflects a decrease in income tax expense of $0.8 million for the nine months ended March 29, 2026,
and a decrease in income tax expense of $2.5 million for the year ended June 30, 2025, resulting from the income tax impact of pro forma adjustments utilizing a blended statutory rate of 22.9% for the nine months ended March 29, 2026,
and the year ended June 30, 2025.
11
n)
The following table presents the calculation of pro forma basic and diluted earnings per share for the nine
months ended March 29, 2026, and the year ended June 30, 2025:
(Dollar amounts in thousands, except share and per share data)
Nine Months Ended
March 29, 2026
Year Ended
June 30, 2025
Pro forma income per share – basic:
Numerator:
Pro forma income from continuing operations – basic
$
5,538
$
13,554
Denominator:
Historical weighted average outstanding shares – basic, as reported in MasterCraft
historical statement of operations
16,147,425
16,428,485
Shares of MasterCraft common stock issued in connection with the mergers (Note 4)
8,088,387
8,088,387
Pro forma weighted average outstanding shares – basic
24,235,812
24,516,872
Pro forma income per share – basic
$
0.23
$
0.55
Pro forma income per share – diluted:
Numerator:
Pro forma income from continuing operations – diluted
$
5,538
$
13,554
Denominator:
Historical weighted average outstanding shares – diluted, as reported in MasterCraft
historical statement of operations
16,263,844
16,525,773
Shares of MasterCraft common stock issued in connection with the mergers (Note 4)
8,088,387
8,088,387
Impact of Marine Products RSAs converted to MasterCraft RSAs in connection with the mergers (Note
1) (1)
36,615
36,615
Pro forma weighted average outstanding shares – diluted
24,388,847
24,650,776
Pro forma income per share – diluted
$
0.23
$
0.55
(1)
The dilutive impact of Marine Products RSAs to be converted to MasterCraft RSAs in connection with the mergers
is calculated based upon 210,500 unvested Marine Products RSAs outstanding as of May 15, 2026, which were converted to MasterCraft RSAs at an exchange ratio per the merger agreement of 0.232 less shares withheld for income taxes.
12
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Document and Entity Information
May 15, 2026
Cover [Abstract]
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Document Type
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Entity Registrant Name
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Entity Incorporation State Country Code
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Entity File Number
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Entity Tax Identification Number
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Entity Address, Address Line One
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Amendment Description
On May 15, 2026, MasterCraft Boat Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial 8-K”) with the U.S. Securities and Exchange Commission to report, among other things, under Item 2.01 thereof the completion of the acquisition of Marine Products Corporation (“Marine Products”) pursuant to the Agreement and Plan of Merger, dated as of February 5, 2026 (the “Merger Agreement”). We are amending the Initial 8-K to include the historical financial statements of Marine Products and our unaudited pro forma condensed combined financial information giving effect to the acquisition. The pro forma financial information included in this report has been presented for informational purposes only. It does not purport to represent the actual results of operations that we and Marine Products would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
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dei_PreCommencementTenderOffer
Namespace Prefix:
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Data Type:
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Balance Type:
na
Period Type:
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X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
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Namespace Prefix:
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Data Type:
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Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
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Namespace Prefix:
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Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
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X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
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Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
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Namespace Prefix:
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Data Type:
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