Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | ||
Mar. 31, 2014 | 9-May-14 | 9-May-14 | |
Class A Common Stock [Member] | Class B Common Stock [Member] | ||
Document Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'MALIBU BOATS, INC. | ' | ' |
Entity Central Index Key | '0001590976 | ' | ' |
Document Type | '10-Q | ' | ' |
Document Period End Date | 31-Mar-14 | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q3 | ' | ' |
Current Fiscal Year End Date | '--06-30 | ' | ' |
Entity Filer Category | 'Non-accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 11,054,830 | 34 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Gross Profit [Abstract] | ' | ' | ' | ' |
Net sales | $50,293 | $47,062 | $137,535 | $118,039 |
Cost of sales | 36,892 | 34,561 | 101,417 | 88,376 |
Gross profit | 13,401 | 12,501 | 36,118 | 29,663 |
Operating Expenses [Abstract] | ' | ' | ' | ' |
Selling and marketing | 1,512 | 1,524 | 4,454 | 3,794 |
General and administrative | 10,299 | 4,150 | 15,322 | 11,302 |
Amortization | 1,294 | 1,294 | 3,883 | 3,883 |
Operating income | 296 | 5,533 | 12,459 | 10,684 |
Other Income and Expenses [Abstract] | ' | ' | ' | ' |
Other | 0 | 3 | 9 | 8 |
Interest expense | -1,207 | -335 | -2,980 | -1,085 |
Other expense | -1,207 | -332 | -2,971 | -1,077 |
Net (loss) income before provision for income taxes | -911 | 5,201 | 9,488 | 9,607 |
Provision for income taxes | 76 | 0 | 76 | 0 |
Net loss attributable to Malibu Boats, Inc. | -987 | 5,201 | 9,412 | 9,607 |
Net (loss) income attributable to non-controlling interest | -617 | 5,201 | 9,782 | 9,607 |
Net loss attributable to Malibu Boats, Inc. | ($370) | $0 | ($370) | $0 |
Weighted-average Class A Common Stock | ' | ' | ' | ' |
Weighted average number of shares outstanding, dilutive | ' | ' | ' | ' |
Earnings per share, basic | ' | ' | ' | ' |
Earnings per share, diluted | ' | ' | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Assets, Current [Abstract] | ' | ' |
Cash | $5,321 | $15,957 |
Trade receivables, net | 8,999 | 7,642 |
Inventories, net | 17,346 | 11,639 |
Deferred tax asset | 328 | 0 |
Prepaid expenses | 1,239 | 223 |
Total current assets | 33,233 | 35,461 |
Property and equipment, net | 9,354 | 6,648 |
Goodwill | 5,718 | 5,718 |
Other intangible assets | 13,652 | 17,535 |
Debt issuance costs, net | 0 | 531 |
Deferred tax asset | 18,634 | 0 |
Other assets | 34 | 34 |
Total assets | 80,625 | 65,927 |
Liabilities, Current [Abstract] | ' | ' |
Current maturities of long-term debt | 14 | 3,326 |
Accounts payable | 15,135 | 11,655 |
Accrued expenses | 11,565 | 10,524 |
Total current liabilities | 26,714 | 25,505 |
Deferred gain on sale-leaseback | 137 | 145 |
Payable pursuant to tax receivable agreement | 13,636 | 0 |
Long-term debt, less current maturities | 0 | 20,263 |
Total liabilities | 40,487 | 45,913 |
Commitments and contingencies (See Note 13) | ' | ' |
Equity [Abstract] | ' | ' |
Preferred stock | 0 | 0 |
Additional paid in capital | 22,720 | 0 |
Accumulated (deficit) earnings | -370 | 5,913 |
Total stockholders' equity attributable to Malibu Boats, Inc./members' equity | 22,460 | 20,014 |
Non-controlling interest | 17,678 | 0 |
Total stockholdersb/members' equity | 40,138 | 20,014 |
Total liabilities and equity | 80,625 | 65,927 |
Class A Common Stock [Member] | ' | ' |
Equity [Abstract] | ' | ' |
Common stock | 110 | 0 |
Class B Common Stock [Member] | ' | ' |
Equity [Abstract] | ' | ' |
Common stock | 0 | 0 |
Class A Units [Member] | ' | ' |
Equity [Abstract] | ' | ' |
Capital units, value | 0 | 16,978 |
Class B Units [Member] | ' | ' |
Equity [Abstract] | ' | ' |
Capital units, value | 0 | -2,417 |
Class M Units [Member] | ' | ' |
Equity [Abstract] | ' | ' |
Capital units, value | $0 | ($460) |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | Jun. 30, 2013 |
Class A Units [Member] | Class A Units [Member] | Class B Units [Member] | Class B Units [Member] | Class M Units [Member] | Class M Units [Member] | |||
Common stock, shares authorized | 150,000,000 | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value (per share) | $0.01 | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | 25,000,000 | 0 | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | 0 | 0 | ' | ' | ' | ' | ' | ' |
Preferred stock, shares outstanding | 0 | 0 | ' | ' | ' | ' | ' | ' |
Common Unit, Authorized | ' | ' | 0 | 37,000,000 | 0 | 3,885,000 | 0 | 2,658,000 |
Common Unit, Issued | ' | ' | 0 | 36,742,000 | 0 | 3,885,000 | 0 | 1,421,000 |
Common Unit, Outstanding | ' | ' | 0 | 36,742,000 | 0 | 3,885,000 | 0 | 1,421,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Membersb and Stockholders' Equity (USD $) | Total | Accumulated Earnings (Deficit) [Member] | Additional Paid-in Capital [Member] | Noncontrolling Interest [Member] | Class A Units [Member] | Class B Units [Member] | Class M Units [Member] | Class A Common Stock [Member] | Class A Common Stock [Member] | Class B Common Stock [Member] | Class B Common Stock [Member] | Malibu Boat LLC [Member] | Malibu Boat LLC [Member] | Malibu Boat LLC [Member] | Malibu Boat LLC [Member] | Malibu Boat LLC [Member] |
In Thousands, except Share data, unless otherwise specified | USD ($) | USD ($) | USD ($) | USD ($) | Common Stock [Member] | Common Stock [Member] | Accumulated Earnings (Deficit) [Member] | LLC Units [Member] | Class A Units [Member] | Class B Units [Member] | Class M Units [Member] | |||||
USD ($) | USD ($) | USD ($) | Member Units [Member] | Member Units [Member] | Member Units [Member] | Member Units [Member] | ||||||||||
USD ($) | USD ($) | USD ($) | USD ($) | |||||||||||||
Beginning member amount at Jun. 30, 2012 | $25,445 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($12,071) | ' | $36,777 | $526 | $213 |
Beginning member units at Jun. 30, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36,742,000 | 3,885,000 | 915,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income | 17,984 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,984 | ' | ' | ' | ' |
Stock based compensation | 127 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 127 |
Membership units vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 506,000 |
Distributions to members | -23,542 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -19,799 | -2,943 | -800 |
Stockholders' Equity at Jun. 30, 2013 | 20,014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending member amount at Jun. 30, 2013 | 20,014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,913 | ' | 16,978 | -2,417 | -460 |
Ending member units at Jun. 30, 2013 | ' | ' | ' | ' | 36,742,000 | 3,885,000 | 1,421,000 | ' | ' | ' | ' | ' | ' | 36,742,000 | 3,885,000 | 1,421,000 |
Common stock (in shares) at Jun. 30, 2013 | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 0 | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income | 10,448 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,448 | ' | ' | ' | ' |
Stock based compensation | 76 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 76 |
Membership units vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 304,000 |
Distributions to members | -64,627 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -55,172 | -6,474 | -2,981 |
Issuance of common stock (shares) | ' | ' | ' | ' | ' | ' | ' | ' | 3,412,000 | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock | 47,766 | ' | 47,732 | ' | ' | ' | ' | ' | 34 | ' | ' | ' | ' | ' | ' | ' |
Exchange of LLC Units held by selling shareholders for Class A Common Stock upon merger of entities in Recapitalization | -47,766 | ' | -47,766 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of previous classes of units into LLC units as part of the Recapitalization (units) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,374,000 | -36,742,000 | -3,885,000 | -1,725,000 |
Conversion of previous classes of units into LLC units as part of the Recapitalization | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -50,450 | 38,194 | 8,891 | 3,365 |
Ending member units at Feb. 05, 2014 | 11,054,830 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income | -1,036 | -370 | ' | -666 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock (shares) | ' | ' | ' | ' | ' | ' | ' | ' | 7,643,000 | 34 | 34 | ' | ' | ' | ' | ' |
Issuance of common stock | 99,512 | ' | 99,436 | ' | ' | ' | ' | ' | 76 | ' | ' | ' | ' | ' | ' | ' |
Allocation of non-controlling interest in LLC (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -11,374,000 | ' | ' | ' |
Allocation of non-controlling interest in LLC | ' | ' | -52,433 | 18,344 | ' | ' | ' | ' | ' | ' | ' | -16,361 | 50,450 | ' | ' | ' |
Purchase of LLC Units from existing owners of LLC | -29,762 | ' | -29,762 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in payable pursuant to the tax receivable agreement | -13,636 | ' | -13,636 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in deferred tax asset from step-up in tax basis | 18,634 | ' | 18,634 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalized offering costs | -1,550 | ' | -1,550 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation | 2,065 | ' | 2,065 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders' Equity at Mar. 31, 2014 | $40,138 | ($370) | $22,720 | $17,678 | ' | ' | ' | ' | $110 | ' | $0 | ' | ' | ' | ' | ' |
Ending member units at Mar. 31, 2014 | ' | ' | ' | ' | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock (in shares) at Mar. 31, 2014 | ' | ' | ' | ' | ' | ' | ' | 11,054,830 | 11,055,000 | 34 | 34 | ' | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating activities [Abstract] | ' | ' |
Net income | $9,412 | $9,607 |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | ' | ' |
Non-cash compensation expense | 2,141 | 95 |
Receivables and inventory allowance | 55 | -178 |
Depreciation | 1,127 | 838 |
Amortization of intangible assets | 3,883 | 3,883 |
Gain on sale-leaseback transaction | -8 | -8 |
Amortization of deferred financing costs | 1,583 | 115 |
Change in fair value of derivative | 28 | 0 |
Deferred income taxes | -328 | 0 |
Gain on sale of equipment | -5 | 0 |
Change in operating assets and liabilities [Abstract] | ' | ' |
Accounts receivable | -1,338 | 1,340 |
Inventories | -5,781 | -4,189 |
Prepaid expenses and other assets | -1,044 | -224 |
Accounts payable and accrued expenses | 4,521 | 6,078 |
Net cash provided by operating activities | 14,246 | 17,357 |
Investing activities [Abstract] | ' | ' |
Purchases of property and equipment | -3,828 | -1,334 |
Net cash used in investing activities | -3,828 | -1,334 |
Financing activities [Abstract] | ' | ' |
Principal payments on long-term borrowings | -88,575 | -23,606 |
Proceeds from long-term borrowings | 65,000 | 28,500 |
Payment of deferred financing costs | -1,052 | -664 |
Proceeds from Issuance Initial Public Offering | 99,512 | 0 |
Purchase of units from existing LLC Unit holders | -29,762 | 0 |
Payments of costs directly associated with initial public offering | -1,550 | 0 |
Distributions to members | -64,627 | -21,124 |
Net cash used in financing activities | -21,054 | -16,894 |
Changes in cash | -10,636 | -871 |
CashbBeginning of period | 15,957 | 14,797 |
CashbEnd of period | 5,321 | 13,926 |
Supplemental cash flow information: | ' | ' |
Cash paid for interest | 1,400 | 512 |
Non-cash financing activities: | ' | ' |
Initial establishment of deferred tax assets | 18,634 | 0 |
Initial establishment of amounts payable under tax receivable agreements | 13,636 | 0 |
Exchange of LLC Units held by selling shareholders for Class A Common Stock upon merger of entities in Recapitalization | $47,766 | $0 |
Organization_Basis_of_Presenta
Organization, Basis of Presentation, and Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Organization, Basis of Presentation, and Summary of Significant Accounting Policies | ' |
Organization, Basis of Presentation, and Summary of Significant Accounting Policies | |
Organization | |
Malibu Boats, Inc. (the “Company” or "Malibu") was formed as a Delaware corporation on November 1, 2013, as a holding company for the purposes of facilitating an initial public offering of shares of common stock. The Company was not engaged in any business or other activities except in connection with its formation and registration with the Securities and Exchange Commission (“SEC”). Following the Recapitalization and IPO transactions completed on February 5, 2014, the Company became the sole managing member of and has a controlling interest in Malibu Boats Holdings, LLC (the "LLC"). As the sole managing member the Company operates and controls all of the LLC's business and affairs and, therefore, pursuant to Accounting Standards Codification (“ASC”) Topic 810, Consolidation, consolidates the financial results of the LLC and its subsidiaries, and recorded a non-controlling interest for the economic interest in the Company held by the holders of units in the LLC ("LLC Units"). Malibu Boats Holdings, LLC was formed in 2006 with the acquisition by an investor group, including affiliates of Black Canyon Capital LLC, Horizon Holdings, LLC and then-current management. Malibu Boats Holdings, LLC is engaged in the design, engineering, manufacturing and marketing of innovative, high-quality, performance sports boats that are sold through a world-wide network of independent dealers. | |
Basis of Presentation | |
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim condensed financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and disclosures of results of operations, financial position and changes in cash flow in conformity with GAAP for complete financial statements. Such statements should be read in conjunction with the audited consolidated financial statements and notes thereto of Malibu Boats, Inc. and subsidiaries for the year ended June 30, 2013. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring items) considered necessary to present fairly the Company’s financial position at March 31, 2014 and the results of its operations and the cash flows for the three and nine month periods ended March 31, 2014 and 2013. Operating results for the three and nine months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the full year ending June 30, 2014. Certain reclassifications have been made to the prior period presentation to conform to the current period presentation. Units and shares are presented as whole numbers while all dollar amounts are presented in thousands, unless otherwise noted. | |
Principles of Consolidation | |
The accompanying condensed consolidated financial statements include the operations and accounts of the Company and all subsidiaries thereof. All intercompany balances and transactions have been eliminated upon consolidation. | |
Non-controlling Interest | |
The non-controlling interest on the condensed consolidated statement of operations represents the portion of earnings or loss attributable to the economic interest in the Company's subsidiary, Malibu Boats Holdings, LLC, held by the non-controlling LLC Unit holders. Non-controlling interest on the condensed consolidated balance sheet represents the portion of net assets of the Company attributable to the non-controlling LLC Unit holders, based on the portion of the LLC Units owned by such Unit holders. As of March 31, 2014, the non-controlling interest was 50.7%. | |
Significant Accounting Policies | |
There have been no material changes to the LLC's significant accounting policies as described in Note 1 to the LLC's consolidated financial statements in Amendment No. 3 to Malibu Boats, Inc.'s Registration Statement on Form S-1 filed with the SEC on January 22, 2014. | |
Recent Accounting Pronouncements | |
There are no new accounting pronouncements that are expected to have a significant impact on the condensed consolidated financial statements (unaudited). |
Recapitalization_and_Initial_P
Recapitalization and Initial Public Offering | 9 Months Ended | |
Mar. 31, 2014 | ||
Restructuring and Related Activities [Abstract] | ' | |
Recapitalization and Initial Public Offering | ' | |
Recapitalization and Initial Public Offering | ||
Recapitalization | ||
On February 5, 2014, immediately prior to the closing of the Company’s initial public offering of Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), a new single class of LLC Units of the LLC was allocated among the pre-IPO (as defined below) owners of the LLC in exchange for their prior membership interests of the LLC pursuant to the distribution provisions of the former limited liability company agreement of the LLC based upon the liquidation value of the LLC, assuming it was liquidated at the time of the Company's initial public offering with a value implied by the initial public offering price of the shares of Class A Common Stock sold in the initial public offering. Immediately prior to the closing of the initial public offering, 17,071,424 LLC Units were issued and outstanding. In addition, 34 shares of Class B Common Stock were issued, one to each existing LLC Unit holders. Further, on February 4, 2014, two holders of membership interests in the LLC merged with and into two newly formed subsidiaries of Malibu Boats, Inc. As a result of these mergers, the sole stockholders of each of the two merging entities received shares of Class A Common Stock in exchange for shares of capital stock of the merging entities. Also, the Company redeemed for nominal consideration the initial 100 shares of Class A Common Stock issued to the Company's initial stockholder in connection with its formation. The foregoing transactions are referred to as the “Recapitalization.” | ||
Initial Public Offering | ||
On February 5, 2014, Malibu completed its initial public offering of 8,214,285 shares of Class A Common Stock at a price to the public of $14.00 per share, raising net proceeds of $99,512 to the Company after underwriting discounts and commissions but before expenses (the "IPO"). Of the shares of Class A Common Stock sold to the public, 7,642,996 shares were issued and sold by the Company and 571,289 shares were sold by selling stockholders. This included 899,252 shares issued and sold by the Company and 172,175 shares sold by selling stockholders pursuant to the over-allotment option granted to the underwriters, which was exercised prior to the completion of the IPO. | ||
The Company used $69,750 of the net proceeds from the IPO to purchase LLC Units from the LLC and caused the LLC to use these proceeds (i) to pay down all of the amounts owed under the LLC’s credit facilities and term loans in an amount equal to $63,410, (ii) to pay Malibu Boats Investor, LLC, an affiliate of the LLC, a fee of $3,750 upon the consummation of the IPO in connection with the termination of the LLC’s management agreement, and (iii) for general corporate purposes in the remaining amount of approximately $2,700. The Company used all of the remaining net proceeds from the IPO, or $29,762, to purchase LLC Units from the existing owners of the LLC at a purchase price equal to the initial public offering price per share of Class A Common Stock in the IPO, after deducting underwriting discounts and commissions. | ||
First Amended and Restated Limited Liability Company Agreement | ||
In connection with the Recapitalization and the IPO, the Company became the sole managing member of the LLC and, through the LLC, operates the business of the LLC. Accordingly, although the Company acquired a 49.3% economic interest in the LLC immediately following the closing of the IPO, the Company has 100% of the voting power and controls the management of the LLC. Holders of LLC Units generally do not have voting rights under the first amended and restated limited liability company agreement of the LLC, as amended (the “LLC Agreement”). | ||
Pursuant to the LLC Agreement, the Company has the right to determine when distributions will be made to holders of LLC Units and the amount of any such distributions. If the Company authorizes a distribution, such distribution will be made to the members of the LLC (including the Company) pro rata in accordance with the percentages of their respective LLC Units. | ||
Voting Agreement | ||
In connection with the Recapitalization, the Company entered into a voting agreement (the “Voting Agreement”) with certain affiliates. Under the Voting Agreement, Black Canyon Management LLC is entitled to nominate to the Company’s board of directors a number of designees equal to (i) 20% of the total number of directors comprising the Company’s board of directors for so long as Black Canyon Management LLC and its affiliates and Jack Springer, Wayne Wilson and Ritchie Anderson, together, beneficially own 15% or more of the voting power of the shares of Class A Common Stock and Class B Common Stock, par value $0.01 per share ("Class B Common Stock") entitled to vote generally in the election of directors, voting together as a single class, and (ii) 10% of the total number of directors comprising the Company’s board of directors for so long as Black Canyon Management LLC and its affiliates and Messrs. Springer, Wilson and Anderson, together, beneficially own more than 5% but less than 15% of the voting power of the shares of Class A Common Stock and Class B Common Stock entitled to vote generally in the election of directors, voting together as a single class. For purposes of calculating the number of directors that Black Canyon Management LLC is entitled to nominate pursuant to this formula, any fractional amounts would be rounded up to the nearest whole number and the calculation would be made on a pro forma basis, taking into account any increase in the size of the board of directors (e.g., one and one-third (1⅓) directors equates to two directors). In addition, Black Canyon Management LLC has the right to remove and replace its director-designees at any time and for any reason and to nominate any individual(s) to fill any such vacancies. Messrs. Springer, Wilson and Anderson are required to vote any of their LLC Units in favor of the director or directors nominated by Black Canyon Management LLC. | ||
Exchange Agreement | ||
In connection with the Recapitalization, the Company entered into an exchange agreement (the “Exchange Agreement”) with the existing owners of the LLC, several of whom are directors and/or officers of the Company. Under the Exchange Agreement, each existing owner of the LLC (and certain permitted transferees thereof) may generally exchange its LLC Units for shares of Class A Common Stock of the Company on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, or at the Company's option, other than in the event of a change in control, for a cash payment equal to the market value of the Class A Common Stock. Notwithstanding the foregoing, within the 180-day period following the closing of the IPO, a holder of LLC Units may only exchange those LLC Units for Class A Common Stock if such holder executed a lock-up agreement. Further, an existing owner of the LLC does not have the right to exchange LLC Units if the Company determines that such exchange would be prohibited by law or regulation or would violate other agreements with the Company to which the existing owner may be subject. | ||
Registration Rights Agreement | ||
In connection with the Recapitalization, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with Black Canyon Management LLC and certain affiliates of Black Canyon Capital LLC pursuant to which Black Canyon Management LLC may request registration or inclusion of shares of Class A Common Stock held by affiliates of Black Canyon Capital LLC in any registration of Class A Common Stock in compliance with the Securities Act of 1933, as amended. In addition, the Registration Rights Agreement provides that, as soon as practicable following the one-year anniversary of the closing of the IPO, the Company is required to use all reasonable efforts to cause a resale shelf registration statement to become effective and remain effective until the eighth anniversary of the closing of the IPO. The Registration Rights Agreement will remain in effect until (i) there are no more securities registrable under the Registration Rights Agreement outstanding or (ii) termination of the Registration Rights Agreement by both (a) Black Canyon Management LLC and (b) affiliates of Black Canyon Capital LLC owning two-thirds of the outstanding LLC Units. In addition, the LLC Agreement permits members that own securities that the Company proposes or is required to register with the SEC, pursuant to the Registration Rights Agreement or otherwise, the right to include their securities in such registration, subject to the limitations set forth in the LLC Agreement. | ||
Tax Receivable Agreement | ||
In connection with the Recapitalization, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) with the existing owners of the LLC that provides for the payment from time to time by the Company to the existing owners of 85% of the amount of the benefits, if any, that the Company has deemed to realize as a result of (i) increases in tax basis resulting from the purchase or exchange of LLC Units and (ii) certain other tax benefits related to the Company entering into the Tax Receivable Agreement. These payment obligations are obligations of the Company and not of the LLC. For purposes of the Tax Receivable Agreement, the benefit deemed realized by the Company will be computed by comparing the actual income tax liability of the Company (calculated with certain assumptions) to the amount of such taxes that the Company would have been required to pay had there been no increase to the tax basis of the assets of the LLC as a result of the purchases or exchanges, and had the Company not entered into the Tax Receivable Agreement. | ||
The Tax Receivable Agreement further provides that, upon certain mergers, asset sales or other forms of business combinations or other changes of control, the Company (or its successor) would owe to the existing owners of the LLC a lump-sum payment equal to the present value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement that would be based on certain assumptions, including a deemed exchange of LLC Units and that the Company would have sufficient taxable income to fully utilize the deductions arising from the increased tax basis and other tax benefits related to entering into the Tax Receivable Agreement. The Company also is entitled to terminate the Tax Receivable Agreement, which, if terminated, would obligate the Company to make early termination payments to the existing owners of the LLC. In addition, an existing owner may elect to unilaterally terminate the Tax Receivable Agreement with respect to such existing owner, which would obligate the Company to pay to such existing owner certain payments for tax benefits received through the taxable year of the election. | ||
Effects of the Recapitalization and IPO | ||
As a result of the Recapitalization and the IPO, immediately after the IPO: | ||
• | Investors in the IPO collectively owned 8,214,285 shares of Class A Common Stock; | |
• | The two selling stockholders in the IPO, who were former holders of LLC Units, continued to collectively own 2,840,545 shares of Class A Common Stock; | |
• | The Company owned 11,054,830 LLC Units, representing 49.3% of the economic interest in the LLC; | |
• | Existing owners of the LLC collectively owned 11,373,737 LLC Units, representing 50.7% of the economic interest in the LLC; | |
• | Investors in the IPO collectively had 36.6% of the voting power in the Company; | |
• | The two selling stockholders in the IPO who were former holders of LLC Units, continued to collectively have 12.7% of the voting power in the Company; and | |
• | Existing owners of the LLC, through their holdings of the Company’s Class B Common Stock, collectively had 50.7% of the voting power in the Company, but not an economic interest in the Company. | |
The Company accounted for the Recapitalization as a non-substantive transaction in a manner similar to a transaction between entities under common control pursuant to ASC 805, Business Combinations. Accordingly, after the Recapitalization, the assets and liabilities of the Company are reflected at their carryover basis. | ||
Capitalization of Offering Costs | ||
Capitalized offering costs are costs directly attributable to the IPO. Prior to the IPO, we had capitalized approximately $1,550 of offering costs as prepaid assets. Upon closing of the IPO on February 5, 2014, these costs were netted against the proceeds of the IPO and, as such, were reclassified into additional paid in capital. |
Inventories
Inventories | 9 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories | ||||||||
Inventories, net consisted of the following: | ||||||||
As of March 31, 2014 | As of June 30, 2013 | |||||||
Raw materials | $ | 12,277 | $ | 7,796 | ||||
Work in progress | 1,502 | 1,148 | ||||||
Finished goods | 4,097 | 3,151 | ||||||
Inventory obsolescence reserve | (530 | ) | (456 | ) | ||||
Net inventory | $ | 17,346 | $ | 11,639 | ||||
Property_and_Equipment
Property and Equipment | 9 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
Property and Equipment | |||||||||
Property and equipment, net consisted of the following: | |||||||||
As of March 31, 2014 | As of June 30, 2013 | ||||||||
Land | $ | 254 | $ | 254 | |||||
Leasehold improvements | 2,023 | 1,604 | |||||||
Machinery and equipment | 11,231 | 7,320 | |||||||
Furniture and fixtures | 1,505 | 1,379 | |||||||
Construction in process | 993 | 1,683 | |||||||
16,006 | 12,240 | ||||||||
Less accumulated depreciation | (6,652 | ) | (5,592 | ) | |||||
$ | 9,354 | $ | 6,648 | ||||||
Depreciation expense was $445 and $280 for the three months ended March 31, 2014 and March 31, 2013 and $1,127 and $838 for the nine months ended March 31, 2014 and March 31, 2013, respectively, substantially all of which was recorded in cost of goods sold. |
Product_Warranties
Product Warranties | 9 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Product Warranties Disclosures [Abstract] | ' | |||||||
Product Warranties | ' | |||||||
Product Warranties | ||||||||
The Company provides a limited warranty for a period of up to three years for its products. The Company’s standard warranties require the Company or its dealers to repair or replace defective products during such warranty period at no cost to the consumer. The Company estimates the costs that may be incurred under its basic limited warranty and records as a liability in the amount of such costs at the time the product revenue is recognized. Factors that affect the Company’s warranty liability include the number of units sold, historical and anticipated rates of warranty claims and cost per claim. The Company assesses the adequacy of its recorded warranty liabilities on a quarterly basis and adjusts the amounts as necessary. The Company utilizes historical trends and analytical tools to assist in determining the appropriate warranty liability. | ||||||||
Changes in the Company’s product warranty liability were as follows: | ||||||||
Nine Months Ended March 31, 2014 | Year Ended June 30, 2013 | |||||||
Beginning balance | $ | 5,658 | $ | 3,863 | ||||
Additions charged to expense | 2,183 | 3,756 | ||||||
Warranty claims paid | (1,617 | ) | (1,961 | ) | ||||
Ending balance | $ | 6,224 | $ | 5,658 | ||||
Financing
Financing | 9 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Financing | ' | ||||||||
Financing | |||||||||
Outstanding debt consisted of the following: | |||||||||
As of March 31, 2014 | As of June 30, 2013 | ||||||||
Short-term debt | |||||||||
Notes payable—equipment | $ | 14 | $ | 76 | |||||
Current maturities of long-term debt | — | 3,250 | |||||||
Long-term debt | |||||||||
Notes payable—equipment | — | — | |||||||
Term loan | — | — | |||||||
Previous term loan | — | 20,263 | |||||||
14 | 23,589 | ||||||||
Less current maturities | (14 | ) | (3,326 | ) | |||||
Total debt less current maturities | $ | — | $ | 20,263 | |||||
Long-Term Debt | |||||||||
New Revolving Line of Credit and Term Loan. On July 16, 2013, the Company entered into a credit agreement with a syndicate of banks led by SunTrust Bank that included a revolving credit facility and term loan (the “Credit Agreement”). The proceeds from the Credit Agreement were used to repay the Company’s previously existing revolving credit facility and term loan with the same bank. | |||||||||
The Credit Agreement is comprised of a $10,000 revolving commitment, none of which was outstanding as of March 31, 2014, and a $65,000 term loan, which was repaid in full with the proceeds of the IPO. The revolving credit facility and term loan, which matures on July 16, 2018, is collateralized by substantially all of the Company’s assets. Borrowings under the Credit Agreement bear interest at the Company’s option of Bank Prime or London Interbank Offered Rate (“LIBOR”) plus the applicable margin, as defined in the Credit Agreement. The Company also has a swingline line of credit from SunTrust Bank in the principal amount of up to $2,000 due on or before July 16, 2018. Any amounts drawn under the swingline line of credit reduce the capacity under the revolving credit facility. As of March 31, 2014, the Company had no outstanding balance under the swingline facility. Under the Credit Agreement, the Company has the ability to issue letters of credit up to $3,000, none of which was outstanding as of March 31, 2014. This letter of credit availability may be reduced by borrowings under the revolving line of credit. The Company’s access to these letters of credit expires July 16, 2018 with the expiration of access to the revolving commitment. | |||||||||
Repayment of Debt | |||||||||
On February 5, 2014, the Company used a portion of the net proceeds from the IPO of Malibu Boats, Inc. to pay down all of the amounts owed under its credit facilities and term loans in an amount equal to $63,410. Refer to Note 2 for further information regarding the IPO. |
Derivative_Instrument
Derivative Instrument | 9 Months Ended |
Mar. 31, 2014 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' |
Derivative Instrument | ' |
Derivative Instrument | |
On August 2, 2012, the Company entered into an interest rate swap with a notional value of $14,250 which was entered into to hedge the variable rate interest payments on half of the long-term debt entered into during July 2012. Under the swap, the Company paid interest on a quarterly basis at a fixed rate of 0.61% and received interest at a variable rate equal to one-month LIBOR. The notional amount of the swap reduced as mandatory debt principal payments under the Company’s July 2012 credit agreement were scheduled to amortize. The interest rate swap expires on June 30, 2017. Because management had not designated the swap as a hedge, the Company recorded the changes in fair value of the swap of $7 for the nine months ended March 31, 2014 and $28 for the year ended June 30, 2013 in interest expense. The interest rate swap was settled in connection with the pay down of all the amounts owed on the credit facilities and term loans discussed in Note 6 above. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value Measurements | ' | |||||||||||||||
Fair Value Measurements | ||||||||||||||||
In determining the fair value of certain assets and liabilities, the Company employs a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. As defined in Financial Accounting Standards Board ASC Topic 820, “Fair Value Measurements and Disclosures,” fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). Financial assets and financial liabilities recorded on the consolidated balance sheets at fair value are categorized based on the reliability of inputs to the valuation techniques as follows: | ||||||||||||||||
• | Level 1—Financial assets and financial liabilities whose values are based on unadjusted quoted prices in active markets for identical assets. | |||||||||||||||
• | Level 2—Financial assets and financial liabilities whose values are based on quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in non-active markets; or valuation models whose inputs are observable, directly or indirectly, for substantially the full term of the asset or liability. | |||||||||||||||
• | Level 3—Financial assets and financial liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect the Company’s estimates of the assumptions that market participants would use in valuing the financial assets and financial liabilities. | |||||||||||||||
The hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. | ||||||||||||||||
Assets and liabilities that had recurring fair value measurements were as follows: | ||||||||||||||||
Fair Value Measurements at Reporting Date Using | ||||||||||||||||
Total | Quoted Prices | Significant | Significant | |||||||||||||
in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | ||||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
As of March 31, 2014: | ||||||||||||||||
Cash | $ | 5,321 | $ | 5,321 | $ | — | $ | — | ||||||||
Derivative instrument | — | — | — | — | ||||||||||||
Total assets at fair value | $ | 5,321 | $ | 5,321 | $ | — | $ | — | ||||||||
As of June 30, 2013: | ||||||||||||||||
Cash | $ | 15,957 | $ | 15,957 | $ | — | $ | — | ||||||||
Derivative instrument | $ | 28 | — | 28 | — | |||||||||||
Total assets at fair value | $ | 15,985 | $ | 15,957 | $ | 28 | $ | — | ||||||||
Fair value measurements for the Company’s cash is classified under Level 1 because such measurements are based on quoted market prices in active markets for identical assets. Fair value measurements of the Company’s interest rate swap are classified under Level 2 because such measurements are based on significant other observable inputs. There were no transfers of assets or liabilities between Level 1 and Level 2 as of March 31, 2014 or June 30, 2013, respectively. | ||||||||||||||||
The Company’s nonfinancial assets and liabilities that have nonrecurring fair value measurements include property, plant and equipment, goodwill and intangibles. | ||||||||||||||||
In assessing the need for goodwill impairment, management relies on a number of factors, including operating results, business plans, economic projections, anticipated future cash flows, transactions and marketplace data. Accordingly, these fair value measurements fall in Level 3 of the fair value hierarchy. The Company generally uses projected cash flows, discounted as necessary, to estimate the fair values of property, plant and equipment and intangibles using key inputs such as management’s projections of cash flows on a held-and-used basis (if applicable), management’s projections of cash flows upon disposition and discount rates. Accordingly, these fair value measurements fall in Level 3 of the fair value hierarchy. These assets and certain liabilities are measured at fair value on a nonrecurring basis as part of the Company’s impairment assessments and as circumstances require. The fair value of debt approximates the fair value. | ||||||||||||||||
There were no impairments recorded in connection with tangible and intangible long-lived assets for the nine months ended March 31, 2014 and fiscal year ended June 30, 2013, respectively. |
Income_Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
Malibu Boats, Inc. is taxed as a C corporation for U.S. income tax purposes and is therefore subject to both federal and state taxation at a corporate level. Following the IPO, the LLC continues to operate in the United States as a partnership for U.S. federal income tax purposes. | |
Income taxes are computed in accordance with ASC 740, Income Taxes, and reflect the net tax effects of temporary differences between the financial reporting carrying amounts of assets and liabilities and the corresponding income tax amounts. The Company has deferred tax assets and liabilities and maintains valuation allowances where it is more likely than not that all or a portion of deferred tax assets will not be realized. To the extent the Company determines that it will not realize the benefit of some or all of its deferred tax assets, such deferred tax assets will be adjusted through the Company’s provision for income taxes in the period in which this determination is made. As of March 31, 2014 the Company had recorded no valuation allowances against deferred tax assets. | |
The Company’s consolidated interim effective tax rate is based upon expected annual income from operations, statutory tax rates and tax laws in the various jurisdictions in which the Company operates. Significant or unusual items, including adjustments to accruals for tax uncertainties, are recognized in the quarter in which the related event occurs. The Company’s effective tax rate was 0.8% for the nine months ended March 31, 2014. The principal difference in the Company's effective tax rate and the statutory federal income tax rate of 35% is the impact of the non-controlling interests in the LLC, which is a pass-through entity for U.S. federal tax purposes. The Company's effective tax rate also reflects the impact of state taxes and the Company's share of the LLC's permanent items such as stock compensation expense attributable to profits interests and the domestic production activities deduction. | |
In connection with completion of the Company's IPO on February 5, 2014, the Company recorded deferred tax assets of $18,634 associated with basis differences in assets upon acquiring an interest in Malibu Boats Holdings, LLC and in anticipation of making an election under Section 754 of the Internal Revenue Code of 1986, as amended in connection with the IPO. The Company also recorded $13,636 in tax receivable agreement liabilities representing 85% of the tax savings that the Company will receive in connection with the Section 754 election. |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended |
Mar. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Stock-Based Compensation | ' |
Stock-Based Compensation | |
On January 6, 2014, the Company’s Board of Directors adopted the Malibu Boats, Inc. Long-Term Incentive Plan (the “Incentive Plan”). The Incentive Plan, which became effective on January 1, 2014, reserves for issuance up to 1,700,000 shares of Malibu Boats, Inc. Class A Common Stock for the Company’s employees, consultants, members of its board of directors and other independent contractors at the discretion of the compensation committee. Incentive stock awards authorized under the Incentive Plan including unrestricted shares of Class A Common Stock, stock options, SARs, restricted stock, restricted stock units, dividend equivalent awards and performance awards. As of March 31, 2014, no incentive stock awards had been granted under the Company's Incentive Plan. | |
As discussed in Note 2, the LLC modified its capital structure creating a new single class of interests called LLC Units. Previously granted profits interests (formerly Class M Units) were converted into LLC Units in connection with the Recapitalization. These LLC Units are generally subject to the terms of the applicable pre-existing agreements governing the awards, including vesting and repurchase rights at fair market value adjustment upon separation. Under these agreements, the LLC units cannot be resold and unvested units are subject to forfeiture if the recipient’s employment is terminated. Forfeited unvested units are not entitled to future distributions. Furthermore, such LLC Units are not transferable, except in limited circumstances as set out in the LLC Agreement. Pursuant to the LLC Agreement, the Company has the right to determine when distributions will be made to holders of LLC Units and the amount of any such distributions. If a distribution is authorized, such distribution will be made to the holders of LLC Units (including Malibu Boats, Inc.) pro rata in accordance with the percentages of their respective LLC Units. | |
In connection with the Recapitalization, certain agreements related to profits interest awards previously granted in 2012 under the former LLC agreement were modified to fully vest the awards at the time of the Recapitalization and IPO transactions. As a result, the incremental fair value associated with the awards was recognized as stock compensation expense when the transactions occurred. Further, certain profits interest awards previously granted in November 2013, began vesting one-third on each of the first three anniversaries of September 30, 2014 after the completion of the IPO. Stock compensation expense attributable to the vesting of LLC Units was $2,077 and $2,141 for the three and nine months ended March 31, 2014, respectively, and $32 and $95 for the three and nine months ended March 31, 2013, respectively. Stock compensation expense is included in general and administrative expense in the Company's condensed consolidated statement of operations. The cash flow effects resulting from restricted unit awards were reflected as noncash operating activities. As of March 31, 2014 and June 30, 2013, unrecognized compensation cost related to nonvested, share-based compensation was $3,025 and $670, respectively. |
Stockholders_Equity
Stockholder's Equity | 9 Months Ended | |
Mar. 31, 2014 | ||
Equity [Abstract] | ' | |
Stockholders' Equity | ' | |
Stockholder’s Equity | ||
The Company is authorized to issue 150,000,000 shares of capital stock, consisting of 100,000,000 shares of Class A Common Stock, 25,000,000 shares of Class B Common Stock, and 25,000,000 shares of Preferred Stock, par value $0.01 per share. On November 1, 2013, the Company issued 100 shares of Class A Common Stock in exchange for $10.00, all of which were held by BC-Malibu Boats GP, an affiliate of Black Canyon Capital LLC, in connection with formation of Malibu Boats, Inc. These shares were subsequently redeemed for nominal consideration in connection with the Recapitalization. | ||
As discussed in Note 2, on February 5, 2014, the Company completed its IPO of 8,214,285 shares of Class A Common Stock at a price to the public of $14.00 per share. Immediately prior to the IPO, on February 4, 2014, two holders of membership interests in the LLC merged with and into two newly-formed subsidiaries of the Company. As a result of these mergers, the sole stockholders of each of the two merging entities received an aggregate 2,840,545 shares of Class A Common Stock in exchange for shares of capital stock of the merging entities. A total of 34 shares of Class B Common Stock (one to each existing LLC Unit holder) were issued to existing LLC Unit holders in connection with the Recapitalization. | ||
Class A Common Stock and Class B Common Stock | ||
Voting Rights | ||
Holders of Class A Common Stock and Class B Common Stock will have voting power over Malibu Boats, Inc., the sole managing member of the LLC, at a level that is consistent with their overall equity ownership of our business. Pursuant to the Company's certificate of incorporation and bylaws, each share of Class A Common Stock entitles the holder to one vote with respect to each matter presented to the Company's stockholders on which the holders of Class A Common Stock are entitled to vote. Each holder of Class B Common Stock shall be entitled to the number of votes equal to the total number of LLC Units held by such holder multiplied by the exchange rate specified in the Exchange Agreement with respect to each matter presented to the Company's stockholders on which the holders of Class B Common Stock are entitled to vote. Accordingly, the holders of LLC Units collectively have a number of votes that is equal to the aggregate number of LLC Units that they hold. Subject to any rights that may be applicable to any then outstanding preferred stock, the Company's Class A and Class B Common Stock vote as a single class on all matters presented to the Company's stockholders for their vote or approval, except as otherwise provided in the Company's certificate of incorporation or bylaws or required by applicable law. Holders of the Company's Class A and Class B Common Stock do not have cumulative voting rights. Except in respect of matters relating to the election and removal of directors on the Company's board of directors and as otherwise provided in the Company's certificate of incorporation, the Company's bylaws, or as required by law, all matters to be voted on by the Company's stockholders must be approved by a majority of the shares present in person or by proxy at the meeting and entitled to vote on the subject matter. | ||
Dividends | ||
Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of the Company's Class A Common Stock will be entitled to share equally, identically and ratably in any dividends that the board of directors may determine to issue from time to time. Holders of the Company's Class B Common Stock do not have any right to receive dividends. | ||
Liquidation Rights | ||
In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, holders of the Company's Class A Common Stock would be entitled to share ratably in the Company's assets that are legally available for distribution to stockholders after payment of its debts and other liabilities. If the Company has any preferred stock outstanding at such time, holders of the preferred stock may be entitled to distribution and/or liquidation preferences. In either such case, the Company must pay the applicable distribution to the holders of its preferred stock before it may pay distributions to the holders of its Class A Common Stock. Holders of the Company Class B Common Stock do not have any right to receive a distribution upon a voluntary or involuntary liquidation, dissolution or winding up of the Company's affairs. | ||
Other Rights | ||
Holders of the Company's Class A Common Stock will have no preemptive, conversion or other rights to subscribe for additional shares. The rights, preferences and privileges of the holders of the Company's Class A Common Stock will be subject to, and may be adversely affected by, the rights of the holders of shares of any series of the Company's preferred stock that the Company may designate and issue in the future. | ||
Preferred Stock | ||
Though the Company currently has no plans to issue any shares of preferred stock, its board of directors has the authority, without further action by the Company's stockholders, to designate and issue up to 25,000,000 shares of preferred stock in one or more series. The Company's board of directors may also designate the rights, preferences and privileges of the holders of each such series of preferred stock, any or all of which may be greater than or senior to those granted to the holders of common stock. Though the actual effect of any such issuance on the rights of the holders of common stock will not be known until the Company's board of directors determines the specific rights of the holders of preferred stock, the potential effects of such an issuance include: | ||
• | diluting the voting power of the holders of common stock; | |
• | reducing the likelihood that holders of common stock will receive dividend payments; | |
• | reducing the likelihood that holders of common stock will receive payments in the event of our liquidation, dissolution, or winding up; and | |
• | delaying, deterring or preventing a change-in-control or other corporate takeover. | |
LLC Units | ||
In connection with the Recapitalization, the LLC Agreement was amended and restated to, among other things; modify its capital structure by replacing the different classes of interests previously held by the LLC unit holders to a single new class of units called “LLC Units.” As a result of the Recapitalization and IPO, the Company holds LLC Units in the LLC and is the sole managing member of the LLC. Holders of LLC Units do not have voting rights under the LLC Agreement. | ||
Further, the LLC and its existing owners entered into the Exchange Agreement under which (subject to the terms of the Exchange Agreement) they will have the right to exchange their LLC Units for shares of the Company's Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, or at the Company's option, other than in the event of a change in control, for a cash payment equal to the market value of the Class A Common Stock. As of March 31, 2014, existing unit holders held 11,373,737 LLC Units, representing 50.7% of the economic interest in the LLC. As discussed in Note 2, the Company has the right to determine when distributions will be made to holders of LLC Units and the amount of any such distributions under the LLC Agreement. If the Company authorizes a distribution, such distribution will be made to the members of the LLC (including the Company) pro rata in accordance with the percentages of their respective LLC Units. |
Net_Loss_Per_Share
Net Loss Per Share | 9 Months Ended | |||
Mar. 31, 2014 | ||||
Earnings Per Share [Abstract] | ' | |||
Net Loss Per Share | ' | |||
Net Loss Per Share | ||||
Basic net loss per share of Class A Common Stock is computed by dividing net loss attributable to the Company's losses by the weighted average number of shares of Class A Common Stock outstanding during the period. Diluted net loss per share of Class A Common Stock is computed similarly to basic net loss per share except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents using the treasury method, if dilutive. The Company’s restricted LLC Units are considered common stock equivalents for this purpose. The number of additional shares of Class A Common Stock related to these common stock equivalents is calculated using the treasury stock method. | ||||
All earnings (loss) prior to and up to February 5, 2014, the date of completion of the IPO, were entirely allocable to non-controlling interest and, as a result, earnings (loss) per share information is not applicable for reporting periods prior to this date. Consequently, only the net loss allocable to Malibu Boats, Inc. from the period subsequent to February 5, 2014 is included in the net loss attributable to the stockholders of Class A Common Stock for the three and nine months ended March 31, 2014. Basic and diluted net loss per share of Class A Common Stock from February 5, 2014 to March 31, 2014 have been computed as follows (in thousands, except share and per share amounts): | ||||
Period from February 5, 2014 to March 31, 2014 | ||||
Basic: | ||||
Net loss attributable to Malibu Boats, Inc. | (370 | ) | ||
Shares used in computing basic net loss per share: | ||||
Weighted-average Class A Common Stock | 11,054,830 | |||
Basic net loss per share | $ | (0.03 | ) | |
Diluted: | ||||
Net loss attributable to Malibu Boats, Inc. | (370 | ) | ||
Net loss attributable to the non-controlling interest | (415 | ) | ||
Net loss | (785 | ) | ||
Shares used in computing diluted net loss per share: | ||||
Weighted-average Class A Common Stock | 11,054,830 | |||
Weighted-average non-controlling interest units convertible into Class A Common Stock | 10,267,111 | |||
Weighted-average restricted stock units convertible into Class A Common Stock | 706,535 | |||
Diluted weighted-average shares outstanding | 22,028,476 | |||
Diluted net loss per share | $ | (0.04 | ) | |
The shares of Class B Common Stock do not share in the earnings or losses of Malibu Boats, Inc. and are therefore not included in the calculation. Accordingly, basic and diluted net earnings (loss) per share of Class B Common Stock has not been presented. |
Commitment_and_Contingencies
Commitment and Contingencies | 9 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and contingencies | ' |
Commitments and Contingencies | |
Repurchase Commitments | |
In connection with its dealers’ wholesale floor-plan financing of boats, the Company has entered into repurchase agreements with various lending institutions. The reserve methodology used to record an estimated expense and loss reserve in each accounting period is based upon an analysis of likely repurchases based on current field inventory and likelihood of repurchase. Subsequent to the inception of the repurchase commitment, the Company evaluates the likelihood of repurchase and adjusts the estimated loss reserve and related income statement account accordingly. This potential loss reserve is presented in accrued liabilities in the accompanying consolidated balance sheets. If the Company were obligated to repurchase a significant number of units under any repurchase agreement, its business, operating results and financial condition could be adversely affected. | |
Repurchases and subsequent sales are recorded as a revenue transaction. The net difference between the original repurchase price and the resale price is recorded against the loss reserve and presented in cost of goods sold in the accompanying consolidated income statements. No units were repurchased for the nine months ended March 31, 2014 or March 31, 2013. The Company did not carry a reserve for repurchases as of March 31, 2014 or June 30, 2013, respectively. | |
Contingencies | |
Certain conditions may exist which could result in a loss, but which will only be resolved when future events occur. The Company, in consultation with its legal counsel, assesses such contingent liabilities, and such assessments inherently involve an exercise of judgment. If the assessment of a contingency indicates that it is probable that a loss has been incurred, the Company accrues for such contingent loss when it can be reasonably estimated. If the assessment indicates that a potentially material loss contingency is not probable but reasonably estimable, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. Estimates of potential legal fees and other directly related costs associated with contingencies are not accrued but rather are expensed as incurred. Except as disclosed below, management does not believe there are any pending claims (asserted or unasserted) at March 31, 2014 (unaudited) or June 30, 2013 that will have a material adverse impact on the Company’s financial condition, results of operations or cash flows. See ‘Legal Proceedings’ section below for more detail on on-going litigation. | |
Legal Proceedings | |
On August 27, 2010, Pacific Coast Marine Windshields Ltd., or "PCMW," filed suit against the Company and certain third parties, including Marine Hardware, Inc., a third-party supplier of windshields to the Company, in the U.S. District Court for the Middle District of Florida seeking monetary and injunctive relief. PCMW was a significant supplier of windshields to the Company through 2008, when the Company sought an alternative vendor of windshields in response to defective product supplied by PCMW. PCMW’s latest amended complaint alleges, among other things, infringement of a design patent and two utility patents related to marine windshields, copyright infringement and misappropriation of trade secrets. The Company denied any liability arising from the causes of action alleged by PCMW and filed a counter claim alleging PCMW’s infringement of one of the Company's patents, conversion of two of the patents asserted against the Company, unfair competition and breach of contract. In December 2012, the court granted partial summary judgment in the Company's favor, holding that the Company did not infringe the design patent asserted against the Company. PCMW appealed the court’s decision and dismissed all remaining claims against the Company, other than the claims of copyright infringement and misappropriation of trade secrets. The court stayed the remaining matters pending resolution of PCMW’s appeal. On January 8, 2014, the Court of Appeals for the Federal Circuit Court reversed the decision granting summary judgment in the Company's favor regarding the design patent asserted against the Company, and the case has been remanded to the district court. The appellate court’s decision does not affect any of the Company's other defenses to any of PCMW’s claims, including the design patent claim, nor does it affect any of the Company's claims against PCMW. The district court has scheduled a hearing on June 3, 2014 for the pending summary judgment motions, and it set a trial date of September 22, 2014 on PCMW’s remaining claims and the Company’s claims against PCMW. The Company believes that PCMW’s claims are without merit and intends to continue to vigorously defend the lawsuit. | |
On October 31, 2013, the Company filed suit against Nautique Boat Company, Inc., or "Nautique," in the U.S. District Court for the Eastern District of Tennessee alleging infringement of two of the Company's patents and seeking monetary and injunctive relief. This Tennessee lawsuit is a re-filing of a California patent infringement lawsuit against Nautique that was dismissed without prejudice on October 31, 2013. On November 1, 2013, Nautique filed for declaratory judgment in the U.S. District Court for the Middle District of Florida, claiming that it has not infringed the two patents identified in the original complaint in the Tennessee lawsuit. The Tennessee court has enjoined Nautique from maintaining the at least partially duplicative Florida lawsuit. Nautique has dismissed the Florida lawsuit to comply with the Tennessee court’s ruling. On December 13, 2013, the Company amended the Company's complaint to add another of its patents to the Tennessee lawsuit. All three patents in the case relate to the Company's proprietary wake surfing technology. The Company intends to vigorously pursue this litigation to enforce its rights in the patented technology. |
Organization_Basis_of_Presenta1
Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of presentation | ' |
Basis of Presentation | |
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim condensed financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and disclosures of results of operations, financial position and changes in cash flow in conformity with GAAP for complete financial statements. | |
Principals of consolidation | ' |
Principles of Consolidation | |
The accompanying condensed consolidated financial statements include the operations and accounts of the Company and all subsidiaries thereof. All intercompany balances and transactions have been eliminated upon consolidation. | |
Recent accounting pronouncements | ' |
Recent Accounting Pronouncements | |
There are no new accounting pronouncements that are expected to have a significant impact on the condensed consolidated financial statements (unaudited). |
Inventories_Tables
Inventories (Tables) | 9 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories, net consisted of the following: | ||||||||
As of March 31, 2014 | As of June 30, 2013 | |||||||
Raw materials | $ | 12,277 | $ | 7,796 | ||||
Work in progress | 1,502 | 1,148 | ||||||
Finished goods | 4,097 | 3,151 | ||||||
Inventory obsolescence reserve | (530 | ) | (456 | ) | ||||
Net inventory | $ | 17,346 | $ | 11,639 | ||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
Property and equipment, net consisted of the following: | |||||||||
As of March 31, 2014 | As of June 30, 2013 | ||||||||
Land | $ | 254 | $ | 254 | |||||
Leasehold improvements | 2,023 | 1,604 | |||||||
Machinery and equipment | 11,231 | 7,320 | |||||||
Furniture and fixtures | 1,505 | 1,379 | |||||||
Construction in process | 993 | 1,683 | |||||||
16,006 | 12,240 | ||||||||
Less accumulated depreciation | (6,652 | ) | (5,592 | ) | |||||
$ | 9,354 | $ | 6,648 | ||||||
Product_Warranties_Tables
Product Warranties (Tables) | 9 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Product Warranties Disclosures [Abstract] | ' | |||||||
Product Warranties | ' | |||||||
Changes in the Company’s product warranty liability were as follows: | ||||||||
Nine Months Ended March 31, 2014 | Year Ended June 30, 2013 | |||||||
Beginning balance | $ | 5,658 | $ | 3,863 | ||||
Additions charged to expense | 2,183 | 3,756 | ||||||
Warranty claims paid | (1,617 | ) | (1,961 | ) | ||||
Ending balance | $ | 6,224 | $ | 5,658 | ||||
Financing_Tables
Financing (Tables) | 9 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Outstanding Debt | ' | ||||||||
Outstanding debt consisted of the following: | |||||||||
As of March 31, 2014 | As of June 30, 2013 | ||||||||
Short-term debt | |||||||||
Notes payable—equipment | $ | 14 | $ | 76 | |||||
Current maturities of long-term debt | — | 3,250 | |||||||
Long-term debt | |||||||||
Notes payable—equipment | — | — | |||||||
Term loan | — | — | |||||||
Previous term loan | — | 20,263 | |||||||
14 | 23,589 | ||||||||
Less current maturities | (14 | ) | (3,326 | ) | |||||
Total debt less current maturities | $ | — | $ | 20,263 | |||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Assets and Liabilities on Recurring Basis | ' | |||||||||||||||
Assets and liabilities that had recurring fair value measurements were as follows: | ||||||||||||||||
Fair Value Measurements at Reporting Date Using | ||||||||||||||||
Total | Quoted Prices | Significant | Significant | |||||||||||||
in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | ||||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
As of March 31, 2014: | ||||||||||||||||
Cash | $ | 5,321 | $ | 5,321 | $ | — | $ | — | ||||||||
Derivative instrument | — | — | — | — | ||||||||||||
Total assets at fair value | $ | 5,321 | $ | 5,321 | $ | — | $ | — | ||||||||
As of June 30, 2013: | ||||||||||||||||
Cash | $ | 15,957 | $ | 15,957 | $ | — | $ | — | ||||||||
Derivative instrument | $ | 28 | — | 28 | — | |||||||||||
Total assets at fair value | $ | 15,985 | $ | 15,957 | $ | 28 | $ | — | ||||||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 9 Months Ended | |||
Mar. 31, 2014 | ||||
Earnings Per Share [Abstract] | ' | |||
Schedule of Basic and Diluted Net Income per Share | ' | |||
Basic and diluted net loss per share of Class A Common Stock from February 5, 2014 to March 31, 2014 have been computed as follows (in thousands, except share and per share amounts): | ||||
Period from February 5, 2014 to March 31, 2014 | ||||
Basic: | ||||
Net loss attributable to Malibu Boats, Inc. | (370 | ) | ||
Shares used in computing basic net loss per share: | ||||
Weighted-average Class A Common Stock | 11,054,830 | |||
Basic net loss per share | $ | (0.03 | ) | |
Diluted: | ||||
Net loss attributable to Malibu Boats, Inc. | (370 | ) | ||
Net loss attributable to the non-controlling interest | (415 | ) | ||
Net loss | (785 | ) | ||
Shares used in computing diluted net loss per share: | ||||
Weighted-average Class A Common Stock | 11,054,830 | |||
Weighted-average non-controlling interest units convertible into Class A Common Stock | 10,267,111 | |||
Weighted-average restricted stock units convertible into Class A Common Stock | 706,535 | |||
Diluted weighted-average shares outstanding | 22,028,476 | |||
Diluted net loss per share | $ | (0.04 | ) |
Organization_Basis_of_Presenta2
Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Details) (Malibu Boat LLC [Member]) | Mar. 31, 2014 | Feb. 05, 2014 |
Malibu Boat LLC [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Noncontrolling interest, ownership percentage by noncontrolling owners | 50.70% | 50.70% |
Recapitalization_and_Initial_P1
Recapitalization and Initial Public Offering (Details) (USD $) | 0 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||||
Feb. 05, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Nov. 01, 2013 | Feb. 05, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Feb. 05, 2014 | Mar. 31, 2014 | Feb. 04, 2014 | Feb. 05, 2014 | Feb. 05, 2014 | Feb. 05, 2014 | Feb. 05, 2014 | Feb. 05, 2014 | Feb. 05, 2014 | Feb. 05, 2014 | Feb. 05, 2014 | Feb. 05, 2014 | Feb. 05, 2014 | |
Class A Common Stock [Member] | Class A Common Stock [Member] | Class A Common Stock [Member] | Class A Common Stock [Member] | Malibu Boat LLC [Member] | Malibu Boat LLC [Member] | Malibu Boat LLC [Member] | Investor [Member] | Two Selling Stockholders [Member] | Contract Termination [Member] | Maximum [Member] | Minimum [Member] | Stock Sold by Company [Member] | Stock Sold by Company [Member] | Stock Sold by Selling Stockholders [Member] | Stock Sold by Selling Stockholders [Member] | Noncontrolling Interest [Member] | |||||
LLC Units [Member] | Malibu Boat LLC [Member] | Black Canyon Management LLC [Member] | Black Canyon Management LLC [Member] | IPO [Member] | Over-Allotment Option [Member] | IPO [Member] | Over-Allotment Option [Member] | IPO [Member] | |||||||||||||
Class A Common Stock [Member] | Class A Common Stock [Member] | Class A Common Stock [Member] | Class A Common Stock [Member] | Class A Common Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock shares issued | ' | ' | ' | ' | 8,214,285 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,642,996 | 899,252 | 571,289 | 172,175 | 2,840,545 |
Share price | ' | ' | ' | ' | $14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of Class A Common Stock in initial public offering, net of underwriting discounts | ' | $10 | ' | ' | $99,512,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to acquire units of LLC | 69,750,000 | 29,762,000 | 0 | ' | ' | ' | ' | ' | 29,762,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of long-term debt | 63,410,000 | 88,575,000 | 23,606,000 | ' | ' | ' | ' | ' | 63,410,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments for restructuring | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,750,000 | ' | ' | ' | ' | ' | ' | ' |
Other payments | ' | ' | ' | ' | ' | ' | ' | ' | 2,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | ' | ' | ' | 100 | ' | 11,054,830 | 100 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Malibu boats, Inc, cumulative percentage ownership after all transactions | ' | ' | ' | ' | ' | ' | ' | ' | 49.30% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of voting power and control | 100.00% | ' | ' | ' | ' | ' | ' | ' | 50.70% | ' | ' | 36.60% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Voting agreement, percentage of board of directors to be nominated | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | 10.00% | ' | ' | ' | ' | ' |
Voting agreement, percentage of voting power owned by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | 5.00% | ' | ' | ' | ' | ' |
Noncontrolling interest, ownership percentage by noncontrolling owners | ' | ' | ' | ' | ' | ' | ' | ' | 50.70% | 50.70% | ' | ' | 12.70% | ' | ' | ' | ' | ' | ' | ' | ' |
Number of LLC units outstanding | 11,054,830 | ' | ' | ' | ' | ' | ' | ' | 11,373,737 | 11,373,737 | 17,071,424 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments of Stock Issuance Costs | ' | $1,550,000 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventories_Details
Inventories (Details) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $12,277 | $7,796 |
Work in progress | 1,502 | 1,148 |
Finished goods | 4,097 | 3,151 |
Inventory obsolescence reserve | -530 | -456 |
Net inventory | $17,346 | $11,639 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Property equipment, gross | $16,006 | ' | $16,006 | ' | $12,240 |
Accumulated depreciation | -6,652 | ' | -6,652 | ' | -5,592 |
Property equipment, Net | 9,354 | ' | 9,354 | ' | 6,648 |
Depreciation | 445 | 280 | 1,127 | 838 | ' |
Land [Member] | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Property equipment, gross | 254 | ' | 254 | ' | 254 |
Leasehold improvements [Member] | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Property equipment, gross | 2,023 | ' | 2,023 | ' | 1,604 |
Machinery and equipment [Member] | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Property equipment, gross | 11,231 | ' | 11,231 | ' | 7,320 |
Furniture and fixtures [Member] | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Property equipment, gross | 1,505 | ' | 1,505 | ' | 1,379 |
Construction in progress [Member] | ' | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Property equipment, gross | $993 | ' | $993 | ' | $1,683 |
Product_Warranties_Details
Product Warranties (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Jun. 30, 2013 |
Product Warranties Disclosures [Abstract] | ' | ' |
Standard product warranty, period | '3 years | ' |
Movement in Standard Product Warranty Accrual [Roll Forward] | ' | ' |
Beginning balance | $5,658 | $3,863 |
Additions charged to expense | 2,183 | 3,756 |
Warranty claims paid | -1,617 | -1,961 |
Ending balance | $6,224 | $5,658 |
Financing_Details
Financing (Details) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Current maturities of long-term debt | $14 | $3,326 |
Less current maturities | -14 | -3,326 |
Total debt less current maturities | 0 | 20,263 |
Total debt | 14 | 23,589 |
Notes Payable, Other Payables [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Current maturities of long-term debt | 14 | 76 |
Less current maturities | -14 | -76 |
Total debt less current maturities | 0 | 0 |
Loans Payable [Member] | July 2013 Term Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total debt less current maturities | 0 | 0 |
Loans Payable [Member] | July 2012 Term Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Current maturities of long-term debt | 0 | 3,250 |
Less current maturities | 0 | -3,250 |
Total debt less current maturities | $0 | $20,263 |
Financing_LongTerm_Debt_Narrat
Financing (Long-Term Debt Narratives) (Details) (USD $) | 0 Months Ended | 9 Months Ended | |
Feb. 05, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | |
Line of Credit Facility [Line Items] | ' | ' | ' |
Repayments of long-term debt | $63,410,000 | $88,575,000 | $23,606,000 |
Revolving Credit [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Maximum borrowing capacity | ' | 10,000,000 | ' |
Amount outstanding | ' | 0 | ' |
Term Loan [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Maximum borrowing capacity | ' | 65,000,000 | ' |
Swing Line of Credit [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Maximum borrowing capacity | ' | 2,000,000 | ' |
Amount outstanding | ' | 0 | ' |
Letter of Credit [Member] | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Maximum borrowing capacity | ' | 3,000,000 | ' |
Amount outstanding | ' | $0 | ' |
Derivative_Instrument_Details
Derivative Instrument (Details) (USD $) | 9 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2013 | Aug. 02, 2012 |
Derivative [Line Items] | ' | ' | ' | ' |
Change in fair value of the swap | -28 | $0 | ' | ' |
Interest Rate Swap [member] | ' | ' | ' | ' |
Derivative [Line Items] | ' | ' | ' | ' |
Derivative notional amount | ' | ' | ' | 14,250 |
Fixed quarterly interest rate | ' | ' | ' | 0.61% |
Derivative variable rate basis | 'one-month LIBOR | ' | ' | ' |
Change in fair value of the swap | ' | $7 | $28 | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (Recurring [member], USD $) | Mar. 31, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash | $5,321 | $15,957 |
Derivative instrument | 0 | 28 |
Total assets at fair value | 5,321 | 15,985 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash | 5,321 | 15,957 |
Derivative instrument | 0 | 0 |
Total assets at fair value | 5,321 | 15,957 |
Significant Other Observable Inputs (Level 2) | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash | 0 | 0 |
Derivative instrument | 0 | 28 |
Total assets at fair value | 0 | 28 |
Significant Unobservable Inputs (Level 3) | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash | 0 | 0 |
Derivative instrument | 0 | 0 |
Total assets at fair value | $0 | $0 |
Fair_Value_Measurements_Narrat
Fair Value Measurements (Narratives) (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Jun. 30, 2013 | |
Fair Value Disclosures [Abstract] | ' | ' |
Asset impairments | $0 | $0 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 9 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Feb. 05, 2014 | Jun. 30, 2013 | Mar. 31, 2013 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Effective tax rate | 0.80% | ' | ' | ' |
Deferred tax asset | $18,634 | ' | $0 | ' |
Payable pursuant to tax receivable agreement | $13,636 | ' | $0 | $0 |
Tax Receivable Agreement, percentage of realized cash saving in tax to pass through | ' | 85.00% | ' | ' |
Stockholders_Equity_Details
Stockholder's Equity (Details) (USD $) | 9 Months Ended | 0 Months Ended | 2 Months Ended | 0 Months Ended | |||||||||
Mar. 31, 2014 | Feb. 05, 2014 | Nov. 01, 2013 | Jun. 30, 2013 | Feb. 05, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Mar. 31, 2014 | Jun. 30, 2013 | Feb. 05, 2014 | Mar. 31, 2014 | Feb. 05, 2014 | |
Class A Common Stock [Member] | Class A Common Stock [Member] | Class A Common Stock [Member] | Class A Common Stock [Member] | Class B Common Stock [Member] | Class B Common Stock [Member] | IPO [Member] | Malibu Boat LLC [Member] | Malibu Boat LLC [Member] | |||||
Noncontrolling Interest [Member] | |||||||||||||
Class A Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 150,000,000 | ' | ' | ' | ' | 100,000,000 | ' | 0 | 25,000,000 | 0 | ' | ' | ' |
Common stock, par value (per share) | ' | ' | ' | ' | ' | $0.01 | ' | ' | $0.01 | ' | ' | ' | ' |
Preferred stock, shares authorized | 25,000,000 | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value (per share) | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | ' | ' | 100 | ' | ' | 11,054,830 | 100 | 0 | 34 | 0 | ' | ' | ' |
Proceeds from issuance of Class A Common Stock in initial public offering, net of underwriting discounts | $10 | ' | ' | ' | $99,512,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock shares issued | ' | ' | ' | ' | 8,214,285 | ' | ' | ' | 34 | ' | 2,840,545 | ' | ' |
Share price | ' | ' | ' | ' | $14 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of LLC units outstanding | ' | 11,054,830 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,373,737 | 11,373,737 |
Noncontrolling interest, ownership percentage by noncontrolling owners | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.70% | 50.70% |
StockBased_Compensation_Narrat
Stock-Based Compensation - Narrative (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Shares reserved for issuance in the Long-Term Incentive Plan | 1,700,000 | ' | 1,700,000 | ' | ' |
LLC Units [Member] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Share-based compensation vesting period | ' | ' | '3 years | ' | ' |
Stock compensation expense | $2,077 | $32 | $2,141 | $95 | ' |
Unrecognized compensation cost | $3,025 | ' | $3,025 | ' | $670 |
Net_Loss_Per_Share_Details
Net Loss Per Share (Details) (USD $) | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' | ' | ' | ' |
Net loss attributable to Malibu Boats, Inc. | ($370) | ' | ' | ' | ' |
Net loss attributable to the non-controlling interest | -415 | -617 | 5,201 | 9,782 | 9,607 |
Net loss | ($785) | ' | ' | ' | ' |
Weighted-average Class A Common Stock | 11,054,830 | ' | ' | ' | ' |
Diluted weighted-average shares outstanding | 22,028,476 | ' | ' | ' | ' |
Basic net loss per share | ($0.03) | ' | ' | ' | ' |
Diluted net loss per share | ($0.04) | ' | ' | ' | ' |
LLC Units [Member] | ' | ' | ' | ' | ' |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' | ' | ' | ' |
Weighted-average units convertible into Class A common shares | 10,267,111 | ' | ' | ' | ' |
Class M Units [Member] | ' | ' | ' | ' | ' |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ' | ' | ' | ' | ' |
Weighted-average units convertible into Class A common shares | 706,535 | ' | ' | ' | ' |