Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | ||
Sep. 30, 2014 | Nov. 06, 2014 | Nov. 06, 2014 | |
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 | 30-Sep-14 | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Fiscal Year Focus | '2015 | ' | ' |
Document Fiscal Period Focus | 'Q1 | ' | ' |
Current Fiscal Year End Date | '--06-30 | ' | ' |
Entity Filer Category | 'Non-accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 15,607,833 | 43 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Gross Profit [Abstract] | ' | ' |
Net sales | $47,659 | $43,304 |
Cost of sales | 35,566 | 32,283 |
Gross profit | 12,093 | 11,021 |
Operating Expenses [Abstract] | ' | ' |
Selling and marketing | 1,638 | 1,432 |
General and administrative | 6,426 | 1,955 |
Amortization | 724 | 1,294 |
Operating income | 3,305 | 6,340 |
Other Income and Expenses [Abstract] | ' | ' |
Other | 0 | 3 |
Interest expense | -9 | -1,164 |
Other expense | -9 | -1,161 |
Net income before provision for income taxes | 3,296 | 5,179 |
Provision for income taxes | 907 | 0 |
Net income | 2,389 | 5,179 |
Net income attributable to non-controlling interest | 1,009 | 5,179 |
Net income attributable to Malibu Boats, Inc. | $1,380 | $0 |
Weighted average shares outstanding used in computing net income per share, Basic (in shares) | 14,783,986 | ' |
Weighted average shares outstanding used in computing net income per share, Diluted (in shares) | 21,426,037 | ' |
Earnings per share, basic | $0.09 | ' |
Earnings per share, diluted | $0.09 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash | $17,810 | $12,173 |
Trade receivables, net | 10,213 | 6,475 |
Inventories, net | 17,352 | 12,890 |
Deferred tax asset | 451 | 500 |
Prepaid expenses | 1,884 | 2,272 |
Total current assets | 47,710 | 34,310 |
Property and equipment, net | 11,885 | 10,963 |
Goodwill | 5,718 | 5,718 |
Other intangible assets, net | 11,634 | 12,358 |
Deferred tax asset | 58,762 | 21,452 |
Total assets | 135,709 | 84,801 |
Current liabilities | ' | ' |
Accounts payable | 16,345 | 7,161 |
Accrued expenses | 36,372 | 32,684 |
Income taxes and tax distribution payable | 924 | 2,121 |
Deferred tax liabilities | 0 | 995 |
Total current liabilities | 53,641 | 42,961 |
Deferred gain on sale-leaseback | 131 | 134 |
Payable pursuant to tax receivable agreement | 47,664 | 13,636 |
Total liabilities | 101,436 | 56,731 |
Commitments and contingencies (See Note 10) | ' | ' |
Equity | ' | ' |
Preferred stock | 0 | 0 |
Additional paid in capital | 27,859 | 23,835 |
Accumulated deficit | -3,296 | -4,676 |
Total stockholders' equity attributable to Malibu Boats, Inc. | 24,716 | 19,269 |
Non-controlling interest | 9,557 | 8,801 |
Total stockholdersb equity | 34,273 | 28,070 |
Total liabilities and equity | 135,709 | 84,801 |
Class A Common Stock [Member] | ' | ' |
Equity | ' | ' |
Common stock | 153 | 110 |
Class B Common Stock [Member] | ' | ' |
Equity | ' | ' |
Common stock | $0 | $0 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Jun. 30, 2013 |
Preferred stock, par value (per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock [Member] | ' | ' |
Common stock, par value (per share) | $0.01 | $0.01 |
Common stock, shares authorized | 100,000,000 | 11,064,201 |
Common stock, shares issued | 15,436,944 | 11,064,201 |
Common stock, shares, outstanding | 15,436,944 | 11,064,201 |
Class B Common Stock [Member] | ' | ' |
Common stock, par value (per share) | $0.01 | $0.01 |
Common stock, shares authorized | 25,000,000 | 44 |
Common stock, shares issued | 43 | 44 |
Common stock, shares, outstanding | 43 | 44 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Stockholders' Equity (USD $) | Total | Additional Paid-in Capital [Member] | Noncontrolling Interest [Member] | Accumulated (Deficit) Earnings [Member] | Class A Common Stock [Member] | Class A Common Stock [Member] | Class B Common Stock [Member] | Class B Common Stock [Member] |
In Thousands, except Share data, unless otherwise specified | USD ($) | USD ($) | USD ($) | USD ($) | Common Stock [Member] | Common Stock [Member] | ||
USD ($) | USD ($) | |||||||
Balance at June 30, 2014 at Jun. 30, 2014 | $28,070 | $23,835 | $8,801 | ($4,676) | ' | $110 | ' | $0 |
Balance at June 30, 2014 (in shares) at Jun. 30, 2014 | ' | ' | ' | ' | ' | 11,064,000 | ' | 44 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Net income | 2,389 | ' | 1,009 | 1,380 | ' | ' | ' | ' |
Issuance of Class A Common Stock for public offering, net of underwriting discounts (in shares) | ' | ' | ' | ' | ' | 4,371,000 | ' | ' |
Issuance of Class A Common Stock for public offering, net of underwriting discounts | 76,836 | 76,793 | ' | ' | ' | 43 | ' | ' |
Purchase of units from existing LLC Unit holders | -76,836 | -76,836 | ' | ' | ' | ' | ' | ' |
Stock-based compensation | 487 | 487 | ' | ' | ' | ' | ' | ' |
Issuances of equity for services (in shares) | ' | ' | ' | ' | ' | 850 | ' | ' |
Issuances of equity for services | 63 | 63 | ' | ' | ' | ' | ' | ' |
Cancellation of Class B Common Stock | ' | ' | ' | ' | ' | ' | ' | -1 |
Capitalized offering costs | -899 | -899 | ' | ' | ' | ' | ' | ' |
Increase in payable pursuant to the tax receivable agreement | -34,028 | -34,028 | ' | ' | ' | ' | ' | ' |
Increase in deferred tax asset from step-up in tax basis | 38,499 | 38,499 | ' | ' | ' | ' | ' | ' |
Distributions to LLC Unit holders | -308 | -55 | -253 | ' | ' | ' | ' | ' |
Balance at September 30, 2014 at Sep. 30, 2014 | $34,273 | $27,859 | $9,557 | ($3,296) | ' | $153 | ' | $0 |
Balance at September 30, 2014 (in shares) at Sep. 30, 2014 | ' | ' | ' | ' | 15,436,944 | 15,436,000 | 43 | 43 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Operating activities: | ' | ' |
Net income | $2,389 | $5,179 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Non-cash compensation expense | 487 | 32 |
Depreciation | 543 | 296 |
Amortization of intangible assets | 724 | 1,294 |
Gain on sale-leaseback transaction | -11 | -3 |
Amortization of deferred financing costs | 0 | 582 |
Change in fair value of derivative | 0 | 25 |
Deferred income taxes | 1,238 | 0 |
Change in operating assets and liabilities: | ' | ' |
Trade receivable | -3,738 | 989 |
Inventories | -4,462 | -3,649 |
Prepaid expenses and other assets | 525 | -195 |
Accounts payable | 9,184 | 2,289 |
Accrued expenses and other liabilities | 1,218 | 901 |
Net cash provided by operating activities | 8,097 | 7,740 |
Investing activities: | ' | ' |
Purchases of property and equipment | -1,465 | -878 |
Net cash used in investing activities | -1,465 | -878 |
Financing activities: | ' | ' |
Principal payments on long-term borrowings | 0 | -24,345 |
Proceeds from long-term borrowings | 0 | 65,000 |
Payment of deferred financing costs | 0 | -1,016 |
Proceeds from issuance of Class A Common Stock in public offering, net of underwriting discounts | 76,836 | 0 |
Purchase of units from existing LLC Unit holders | -76,836 | 0 |
Payments of costs directly associated with public offering | -899 | 0 |
Distributions to LLC Unit holders | -96 | -57,761 |
Net cash used in financing activities | -995 | -18,122 |
Changes in cash | 5,637 | -11,260 |
CashbBeginning of period | 12,173 | 15,957 |
CashbEnd of period | 17,810 | 4,697 |
Supplemental cash flow information: | ' | ' |
Cash paid for interest | 9 | 585 |
Cash paid for income taxes | 236 | 0 |
Non-cash financing activities: | ' | ' |
Establishment of deferred tax assets from step-up in tax basis | 38,499 | 0 |
Establishment of amounts payable under tax receivable agreements | 34,028 | 0 |
Tax distributions payable to non-controlling LLC Unit holders | 212 | 0 |
Equity issued to directors for services | $63 | $0 |
Organization_Basis_of_Presenta
Organization, Basis of Presentation, and Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 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. (together with its subsidiaries, 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 (the "IPO") of shares of its Class A common stock par value $0.01 per share (“Class A Common Stock”). The Company was not engaged in any business or other activities except in connection with its formation and registration of its IPO of Class A Common Stock with the Securities and Exchange Commission (“SEC”). Following the recapitalization transactions completed immediately prior to the closing of the IPO (the "Recapitalization") and IPO transactions completed on February 5, 2014, the Company became the sole managing member of and acquired a controlling interest in, Malibu Boats Holdings, LLC (the "LLC"). As sole managing member of the LLC, 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. The 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, 2014 included in the Company's Annual Report on Form 10-K. 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 September 30, 2014 and the results of its operations and the cash flows for the three month period ended September 30, 2014 and 2013. Operating results for the three months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the full year ending June 30, 2015. 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. | |
Follow-On Offering | |
On July 15, 2014, the Company completed a follow-on offering (the "Follow-on Offering") of 5,520,000 shares of Class A Common Stock at a price to the public of $18.50 per share, of which 4,371,893 shares were issued and sold by the Company and 1,148,107 shares were sold by selling stockholders. This included 538,252 shares issued and sold by the Company and 181,748 shares sold by selling stockholders pursuant to the over-allotment option granted to the underwriters, which was exercised concurrently with the closing of the Follow-on Offering. | |
The aggregate gross proceeds from the Follow-on Offering was $102,120. Of these proceeds, the Company received $76,836 and the selling stockholders received $20,178, after deducting $5,106 in underwriting discounts and commissions. All the proceeds from the Follow-on Offering were used to purchase LLC Units directly from the holders of LLC Units. Immediately following the Follow-on Offering, the Company owned 15,426,723 LLC Units representing 68.8% of the economic interest in the LLC while non-controlling LLC Unit holders owned 7,001,844 LLC Units representing a 31.2% interest in the LLC. | |
Capitalized offering costs directly attributable to the Follow-On Offering of $899 were netted against the proceeds and, as such, were reclassified into additional paid in capital. | |
Significant Accounting Policies and Estimates | |
There have been no material changes to the Company's significant accounting policies and estimates from those that were disclosed in the Company's Annual Report on Form 10-K for the year ended June 30, 2014. The Company believes that the disclosures herein are adequate so that the information presented is not misleading; however, it is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto in the Company's Annual Report on Form 10-K for the year ended June 30, 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). |
Noncontrolling_Interest
Non-controlling Interest | 3 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Noncontrolling Interest [Abstract] | ' | |||||||||||
Non-controlling Interest | ' | |||||||||||
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. The ownership of Malibu Boats Holdings, LLC is summarized as follows: | ||||||||||||
As of September 30, 2014 | As of June 30, 2014 | |||||||||||
Shares | Ownership % | Shares | Ownership % | |||||||||
Non-controlling LLC unit holders ownership in Malibu Boats Holdings, LLC | 7,001,844 | 31.2 | % | 11,373,737 | 50.7 | % | ||||||
Malibu Boats, Inc. ownership In Malibu Boats Holdings, LLC | 15,436,944 | 68.8 | % | 11,064,201 | 49.3 | % | ||||||
22,438,788 | 100 | % | 22,437,938 | 100 | % | |||||||
During the three month period ended September 30, 2014, the Company was issued 850 LLC Units with respect to the Class A Common Stock issuance to a non-employee director for his services. | ||||||||||||
The balance of the non-controlling interest from June 30, 2014 to September 30, 2014 is as follows (in thousands): | ||||||||||||
Balance of non-controlling interest as of June 30, 2014 | $ | 8,801 | ||||||||||
Allocation of income to non-controlling LLC Unit holders for period | 1,009 | |||||||||||
Distributions paid and payable to non-controlling LLC Unit holders for period | (253 | ) | ||||||||||
Balance of non-controlling interest as of September 30, 2014 | $ | 9,557 | ||||||||||
Distributions and Other Payments to Non-controlling Unit holders | ||||||||||||
Distributions for Taxes | ||||||||||||
As a limited liability company (treated as a partnership for income tax purposes), Malibu Boats Holdings, LLC does not incur significant federal, state or local income taxes, as these taxes are primarily the obligations of its members. As authorized by the first amended and restated limited liability company agreement of the LLC, as amended (the "LLC Agreement"), the LLC is required to distribute cash, to the extent that the LLC has cash available, on a pro rata basis, to its members to the extent necessary to cover the members’ tax liabilities, if any, with respect to their share of LLC earnings. The LLC makes such tax distributions to its members based on an estimated tax rate and projections of taxable income. If the actual taxable income of the LLC multiplied by the estimated tax rate exceed the tax distributions made in a calendar year, the LLC may make true-up distributions to its members, if cash or borrowings is available for such purposes. Tax distributions payable to non-controlling LLC Unit holders for the three months ending September 30, 2014 was $212. | ||||||||||||
Other Distributions | ||||||||||||
Pursuant to the LLC Agreement, the Company has the right to determine when distributions will be made to LLC members 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. |
Inventories
Inventories | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories | ||||||||
Inventories, net consisted of the following: | ||||||||
As of September 30, 2014 | As of June 30, 2014 | |||||||
Raw materials | $ | 12,928 | $ | 9,786 | ||||
Work in progress | 1,916 | 1,428 | ||||||
Finished goods | 3,355 | 2,440 | ||||||
Inventory obsolescence reserve | (847 | ) | (764 | ) | ||||
Net inventory | $ | 17,352 | $ | 12,890 | ||||
Property_and_Equipment
Property and Equipment | 3 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
Property and Equipment | |||||||||
Property and equipment, net consisted of the following: | |||||||||
As of September 30, 2014 | As of June 30, 2014 | ||||||||
Land | $ | 254 | $ | 254 | |||||
Leasehold improvements | 4,122 | 2,039 | |||||||
Machinery and equipment | 12,652 | 11,257 | |||||||
Furniture and fixtures | 2,042 | 1,544 | |||||||
Construction in process | 476 | 2,987 | |||||||
19,546 | 18,081 | ||||||||
Less accumulated depreciation | (7,661 | ) | (7,118 | ) | |||||
$ | 11,885 | $ | 10,963 | ||||||
Depreciation expense was $543 and $296 for the three months ended September 30, 2014 and 2013, substantially all of which was recorded in cost of goods sold. |
Product_Warranties
Product Warranties | 3 Months Ended | |||||||
Sep. 30, 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 by brand 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: | ||||||||
As of September 30, 2014 | As of June 30, 2014 | |||||||
Beginning balance | $ | 6,164 | $ | 5,658 | ||||
Add: Additions to warranty provision | 698 | 2,907 | ||||||
Less: Warranty claims paid | (632 | ) | (2,401 | ) | ||||
Ending balance | $ | 6,230 | $ | 6,164 | ||||
Financing
Financing | 3 Months Ended |
Sep. 30, 2014 | |
Debt Disclosure [Abstract] | ' |
Financing | ' |
Financing | |
Malibu Boats, LLC, a wholly owned subsidiary of the LLC and an indirect subsidiary of the Company, has an outstanding credit facility with a syndicate of banks led by SunTrust Bank. On July 16, 2013, Malibu Boats, LLC 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 previously existing revolving credit facility and term loan with the same bank. The obligations of Malibu Boats LLC under the Credit Agreement are currently guaranteed by its parent, the LLC, and its subsidiary, Malibu Boats Domestic International Sales Corp. The Company is not a party to the Credit Agreement. The lending arrangements are required to be guaranteed by the LLC and the present and future domestic subsidiaries of Malibu Boats, LLC and are secured by substantially all of the assets of the LLC, Malibu Boats, LLC and Malibu Domestic International Sales Corp., and those of any future domestic subsidiary pursuant to a security agreement. The revolving credit facility and term loan mature on July 16, 2018. | |
As of September 30, 2014, the Credit Agreement was comprised of a $10,000 revolving commitment, none of which was outstanding as of September 30, 2014. The prior $65,000 term loan under the Credit Agreement was repaid in full with the proceeds of the IPO. Borrowings under the revolving credit facility bear interest at Malibu Boats, LLC’s option of Bank Prime or London Interbank Offered Rate (“LIBOR”) plus the applicable margin, as defined in the Credit Agreement. Malibu Boats, LLC 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 September 30, 2014, there was no outstanding balance under the swingline facility. | |
Under the Credit Agreement, Malibu Boats, LLC has the ability to issue letters of credit up to $3,000, none of which was outstanding as of September 30, 2014. This letter of credit availability may be reduced by borrowings under the revolving credit facility. Malibu Boats, LLC’s access to these letters of credit expires July 16, 2018 with the expiration of access to the revolving commitment. | |
The Credit Agreement permits prepayment without any penalties. It contains certain customary representations and warranties, and notice requirements for the occurrence of specific events such as pending or threatened labor disputes, litigation or judgments over a certain amount. The Credit Agreement requires compliance with certain financial covenants that the Company believes are usual for facilities and transactions of this type, including a minimum ratio of EBITDA to fixed charges and a maximum ratio of total debt to EBITDA. The Credit Agreement also contains certain restrictive covenants, which, among other things, place limits on the LLC’s activities and those of its subsidiaries, the incurrence of additional indebtedness and additional liens on property and limit the future payment of dividends or distributions. For example, the Credit Agreement generally prohibits the LLC, Malibu Boats, LLC and Malibu Domestic International Sales Corp. from paying dividends or making distributions, including to Malibu Boats, Inc. The Credit Agreement permits, however, distributions based on a member’s allocated taxable income, distributions to fund payments that are required under the Tax Receivable Agreement (as defined in Note 7), payments pursuant to stock option and other benefit plans up to $2,000 in any fiscal year, dividends and distributions within the loan parties and dividends payable solely in interests of classes of securities. In addition, after June 30, 2014, the LLC may make dividends and distributions of up to $4,000 in any fiscal year, subject to compliance with other financial covenants. The Credit Agreement specifies permitted liens, permitted investments and permitted debt. Affirmative covenants governing the timing of monthly, quarterly and annual financial reporting are also included in the Credit Agreement. | |
On October 1, 2014, Malibu Boats, LLC amended its Credit Agreement to increase the borrowing availability under the revolving credit facility from $10,000 to $30,000 and reduce the maximum amount that may be requested under the revolving credit facility and term loan facility in the future from an additional $30,000 to an additional $10,000. Refer to Note 11 for more information. |
Income_Taxes_and_Tax_Receivabl
Income Taxes and Tax Receivable Agreement | 3 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes and Tax Receivable Agreement | ' |
Income Taxes and Tax Receivable Agreement | |
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. 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 Topic 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 September 30, 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 27.5% for the three months ended September 30, 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 acquisition costs. | |
Tax Receivable Agreement | |
As a result of exchanges of LLC Units into Class A Common Stock and purchases by the Company of LLC Units from holders of LLC Units, the Company will become entitled to a proportionate share of the existing tax basis of the assets of the LLC at the time of such exchanges or purchases. In addition, such exchanges and purchases of LLC Units are expected to result in increases in the tax basis of the assets of the LLC that otherwise would not have been available. These increases in tax basis may reduce the amount of tax that the Company would otherwise be required to pay in the future. These increases in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. | |
In connection with the Recapitalization and IPO in fiscal 2014, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) with the pre-IPO owners of the LLC that provides for the payment by the Company to the pre-IPO owners (or their permitted assignees) of 85% of the amount of the benefits, if any, that the Company is deemed to realize as a result of (i) increases in tax basis and (ii) certain other tax benefits related to the Company entering into the Tax Receivable Agreement, including those attributable to payments under 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 pre-IPO 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 pre-IPO owners of the LLC. In addition, a pre-IPO owner may elect to unilaterally terminate the Tax Receivable Agreement with respect to such pre-IPO 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. | |
In connection with completion of the Follow-on Offering on July 15, 2014, the Company recorded deferred tax assets of $38,499 associated with basis differences in assets upon acquiring the additional 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. The Company also recorded a tax receivable agreement liability of $34,028 representing 85% of the tax savings that the Company will receive in connection with the Section 754 election. | |
As of September 30, 2014, the Company had recorded deferred tax assets of $56,802 associated with basis differences in assets upon acquiring an interest in Malibu Boats Holdings, LLC. The aggregate tax receivable agreement liabilities were $47,664 representing 85% of the tax savings that the Company will receive in connection with the anticipated Section 754 election. |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended |
Sep. 30, 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, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent awards and performance awards. As of September 30, 2014, 1,590,507 shares remain available for future issuance under the Incentive Plan. | |
Profits interest awards issued under the previously existing LLC Agreement were converted into LLC Units as part of the Recapitalization in February 2014. 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 LLC 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. | |
Readers should refer to Note 12 to the fiscal 2014 audited consolidated financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2014, for additional information related to the Company's awards and the Incentive Plan. | |
Stock compensation expense attributable to the Company's equity awards was $487 and $32 for the three months ended September 30, 2014 and 2013, respectively. Stock compensation expense attributed to equity awards issued under the Incentive Plan and under the previously existing LLC Agreement is recognized on a straight-line basis over the terms of the respective awards and 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 September 30, 2014 and June 30, 2014, unrecognized compensation cost related to nonvested, share-based compensation was $3,028 and $3,515, respectively. As of September 30, 2014, the weighted average years outstanding for unvested awards under the Incentive Plan and under the previously existing LLC Agreement were 3.7 and 2.0 years, respectively. |
Net_Earnings_Per_Share
Net Earnings Per Share | 3 Months Ended | |||
Sep. 30, 2014 | ||||
Earnings Per Share [Abstract] | ' | |||
Net Earnings Per Share | ' | |||
Net Earnings Per Share | ||||
Basic net earnings per share of Class A Common Stock is computed by dividing net earnings attributable to the Company's earnings by the weighted average number of shares of Class A Common Stock outstanding during the period. The weighted average number of shares of Class A Common Stock outstanding used in computing basic net earnings per share includes fully vested restricted stock units awarded to directors that are entitled to participate in distributions to common shareholders through receipt of additional units of equivalent value to the dividends paid to Class A Common Stock holders. | ||||
Diluted net earnings per share of Class A Common Stock is computed similarly to basic net earnings 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 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 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 per share information is not applicable for reporting periods prior to this date. Basic and diluted net earnings per share of Class A Common Stock for the three months ended September 30, 2014 have been computed as follows (in thousands, except share and per share amounts): | ||||
Three Months Ended | ||||
September 30, 2014 | ||||
Basic: | ||||
Net income attributable to Malibu Boats, Inc. | $ | 1,380 | ||
Shares used in computing basic net income per share: | ||||
Weighted-average Class A Common Stock | 14,723,265 | |||
Weighted-average participating restricted stock units convertible into Class A Common Stock | 60,721 | |||
Basic weighted-average shares outstanding | 14,783,986 | |||
Basic net income per share | $ | 0.09 | ||
Diluted: | ||||
Net income attributable to Malibu Boats, Inc. | $ | 1,380 | ||
Net income attributable to the non-controlling interest | 618 | |||
Net income | 1,998 | |||
Shares used in computing diluted net income per share: | ||||
Weighted-average Class A Common Stock | 14,723,265 | |||
Weighted-average participating restricted stock units convertible into Class A Common Stock | 60,721 | |||
Weighted-average non-controlling interest units convertible into Class A Common Stock | 6,642,051 | |||
Diluted weighted-average shares outstanding 1 | 21,426,037 | |||
Diluted net income per share | $ | 0.09 | ||
1 The Company excluded 46,250 potentially dilutive shares from the calculation of diluted net income per share for the three months ended September 30, 2014, as these shares would have been antidilutive. | ||||
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 per share of Class B Common Stock has not been presented. |
Commitment_and_Contingencies
Commitment and Contingencies | 3 Months Ended |
Sep. 30, 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 statement of operations 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 statement of operations. No units were repurchased for the three months ended September 30, 2014 or September 30, 2013. The Company did not carry a reserve for repurchases as of September 30, 2014 or June 30, 2014, 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 under "Legal Proceedings," management does not believe there are any pending claims (asserted or unasserted) at September 30, 2014 (unaudited) or June 30, 2014 that will have a material adverse impact on the Company’s financial condition, results of operations or cash flows. | |
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 amended complaint alleged, 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 was remanded to the district court. The appellate court’s decision did not affect any of the Company's other defenses to any of PCMW’s claims, including the design patent claim, nor did it affect any of the Company's claims against PCMW. The district court scheduled a hearing on June 3, 2014 for the pending summary judgment motions, and it subsequently entered an order denying those motions and confirming the previously-set trial date of September 22, 2014 on PCMW’s remaining claims for infringement of a design patent, copyright, and trade secret misappropriation and the Company’s claims against PCMW for declaratory relief, conversion, breach of warranty, and unfair competition. As part of the order dated August 22, 2014, denying the Company’s summary judgment motion, the district court ruled that if successful at trial in proving that the Company infringes the design patent, PCMW would be allowed to seek recovery of Malibu’s profits from the sale of the boats using the alleged infringing windshield, and not merely the profits from the windshield. On September 29, 2014, the Company and other defendants entered into a Settlement Agreement (the “Settlement Agreement”) with PCMW and Darren Bach for the settlement of this litigation matter, Case No. 6:12-cv-00033-JA DAB, which had previously been consolidated with Case No. 6:10-cv-01285 JA DAB (collectively, the “Litigation Matter”), pending in the United States District Court for the Middle District of Florida (the "U.S. District Court"). | |
Under the terms of the Settlement Agreement, the Company paid $20,000 in cash to PCMW on October 6, 2014, and the mutual releases of all past and present claims between the parties became effective. Further, PCMW and Darren Bach agreed not to sue the Company on then-existing intellectual property rights. The parties to the Settlement Agreement filed a Notice of Dismissal with Prejudice of the Litigation Matter, and the U.S. District Court entered the dismissal on October 14, 2014. The Company recorded a one-time charge of $20,000 in connection with the settlement in its 2014 fourth fiscal quarter ended June 30, 2014. | |
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 Florida lawsuit which is partially duplicative. 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. | |
On June 27, 2014, Nautique filed a petition with the U.S. Patent and Trademark Office, or “PTO,” requesting institution of an Inter Partes Review, or “IPR,” of the Company’s U.S. Pat. No. 8,539,897, one of the three patents at issue in the Tennessee litigation. The Company will file a response with the PTO addressing the allegations made in Nautique’s petition. Thereafter, the PTO will determine whether to institute the IPR. In the Tennessee litigation, the Court denied Nautique’s motion to stay the litigation pending the outcome of Nautique’s petition for an IPR. The Court also set a trial date for the litigation of February 9, 2015. The Company intends to vigorously pursue the Tennessee litigation and the IPR to enforce and defend its rights in the patented technology. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
Acquisition of Australia Licensee | |
On October 23, 2014, Malibu Australia Acquisition Corp., a subsidiary of the Company, completed the acquisition of Malibu Boats Pty Ltd., Malibu’s Australian licensee manufacturer with exclusive distribution rights in Australia and New Zealand markets, for a purchase price of $16,212, consisting of $13,289 in cash and 170,889 shares of the Company's Class A Common Stock based on the average closing price of shares of the Class A Common Stock for the 20 trading days immediately prior to, but not including, the closing date of the acquisition (the “Scrip Consideration”). During a two year period following the completion of the acquisition, West may not transfer or dispose of 71.43% of the Scrip Consideration. | |
Upon the closing, Malibu Boats Pty Ltd. became a subsidiary of the Company and will be included in the Company's consolidated financial results. The purchase consideration will be allocated to assets acquired and liabilities assumed based on their estimated fair value as of the acquisition date. The final purchase price allocation is dependent on, among other things, the finalization of asset and liability valuations which have not been completed as of the date of this Quarterly Report. Any final adjustment will change the allocations of purchase price which will affect the fair value assigned to the assets and liabilities of Malibu Boats Pty Ltd. | |
In connection with the issuance of Class A common stock as part of the acquisition and in accordance with the terms of the LLC Agreement, the LLC issued 170,889 LLC Units to the Company, which amount equals the same number of shares of Class A Common Stock issued by the Company as Scrip Consideration for the acquisition. | |
Settlement Agreement with Pacific Coast Marine Windshields Ltd and Darren Bach | |
As previously disclosed, on September 15, 2014, the Company and other defendants to the Litigation Matter entered into a Memorandum of Understanding with the plaintiffs referenced below in connection with settlement of the Litigation Matter, subject to execution of a definitive settlement agreement. On September 29, 2014, the Company and other defendants to the Litigation Matter entered into the Settlement Agreement with plaintiffs, Pacific Coast Marine Windshields Ltd. and Darren Bach, for the settlement of litigation relating to, among other things, the intellectual property rights claimed by PCMW in certain windshields used by the Company, Case No. 6:12-cv-00033-JA DAB which had previously been consolidated with Case No. 6:10-cv-01285 JA DAB, pending in the United States District Court for the Middle District of Florida. The initial complaint for the Litigation Matter was filed on August 27, 2010 in the U.S. District Court. | |
On October 6, 2014, the Company paid $20,000 in cash in connection with its settlement of the Litigation Matter with PCMW and Darren Bach. Under the Settlement Agreement, both parties agreed to release each other from all past and present claims. Further, PCMW and Darren Bach agreed not to sue on now-existing intellectual property rights. A Notice of Dismissal was subsequently filed in the U.S. District Court on October 14, 2014 ending the Litigation Matter. | |
Amendment to Revolving Credit Facility and Borrowing Under the Credit Facility | |
On October 1, 2014, the Company’s indirect subsidiary, Malibu Boats, LLC, entered into the Third Amendment to Credit Agreement by and among Malibu Boats, LLC, as borrower, its parent, the LLC, and certain subsidiaries of the LLC party thereto, as guarantors, the lenders party thereto, and SunTrust Bank, as administrative agent, pursuant to which the Credit Agreement, dated as of July 16, 2013, as amended on January 3, 2014 and May 8, 2014, was amended to, among other things, (i) increase the aggregate revolving commitments thereof from $10,000 to $30,000 and (ii) reduce the maximum amount that Malibu Boats, LLC may request the lenders to increase the aggregate amount under the revolving credit facility and term loan facility in the future from an additional $30,000 to an additional $10,000. | |
On October 3, 2014, the Company borrowed $20,000 under its revolving credit facility and used it to pay for the settlement of our litigation with PCMW and a portion of the purchase price for the acquisition of the Australian licensee. |
Organization_Basis_of_Presenta1
Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 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. 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, 2014 included in the Company's Annual Report on Form 10-K. 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 September 30, 2014 and the results of its operations and the cash flows for the three month period ended September 30, 2014 and 2013. Operating results for the three months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the full year ending June 30, 2015. 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. | |
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). |
Noncontrolling_Interest_Tables
Non-controlling Interest (Tables) | 3 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Noncontrolling Interest [Abstract] | ' | |||||||||||
Non-controlling Interest | ' | |||||||||||
The ownership of Malibu Boats Holdings, LLC is summarized as follows: | ||||||||||||
As of September 30, 2014 | As of June 30, 2014 | |||||||||||
Shares | Ownership % | Shares | Ownership % | |||||||||
Non-controlling LLC unit holders ownership in Malibu Boats Holdings, LLC | 7,001,844 | 31.2 | % | 11,373,737 | 50.7 | % | ||||||
Malibu Boats, Inc. ownership In Malibu Boats Holdings, LLC | 15,436,944 | 68.8 | % | 11,064,201 | 49.3 | % | ||||||
22,438,788 | 100 | % | 22,437,938 | 100 | % | |||||||
Schedule of Noncontrolling Interest | ' | |||||||||||
The balance of the non-controlling interest from June 30, 2014 to September 30, 2014 is as follows (in thousands): | ||||||||||||
Balance of non-controlling interest as of June 30, 2014 | $ | 8,801 | ||||||||||
Allocation of income to non-controlling LLC Unit holders for period | 1,009 | |||||||||||
Distributions paid and payable to non-controlling LLC Unit holders for period | (253 | ) | ||||||||||
Balance of non-controlling interest as of September 30, 2014 | $ | 9,557 | ||||||||||
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories, net consisted of the following: | ||||||||
As of September 30, 2014 | As of June 30, 2014 | |||||||
Raw materials | $ | 12,928 | $ | 9,786 | ||||
Work in progress | 1,916 | 1,428 | ||||||
Finished goods | 3,355 | 2,440 | ||||||
Inventory obsolescence reserve | (847 | ) | (764 | ) | ||||
Net inventory | $ | 17,352 | $ | 12,890 | ||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 3 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
Property and equipment, net consisted of the following: | |||||||||
As of September 30, 2014 | As of June 30, 2014 | ||||||||
Land | $ | 254 | $ | 254 | |||||
Leasehold improvements | 4,122 | 2,039 | |||||||
Machinery and equipment | 12,652 | 11,257 | |||||||
Furniture and fixtures | 2,042 | 1,544 | |||||||
Construction in process | 476 | 2,987 | |||||||
19,546 | 18,081 | ||||||||
Less accumulated depreciation | (7,661 | ) | (7,118 | ) | |||||
$ | 11,885 | $ | 10,963 | ||||||
Product_Warranties_Tables
Product Warranties (Tables) | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Product Warranties Disclosures [Abstract] | ' | |||||||
Product Warranties | ' | |||||||
Changes in the Company’s product warranty liability were as follows: | ||||||||
As of September 30, 2014 | As of June 30, 2014 | |||||||
Beginning balance | $ | 6,164 | $ | 5,658 | ||||
Add: Additions to warranty provision | 698 | 2,907 | ||||||
Less: Warranty claims paid | (632 | ) | (2,401 | ) | ||||
Ending balance | $ | 6,230 | $ | 6,164 | ||||
Net_Earnings_Per_Share_Tables
Net Earnings Per Share (Tables) | 3 Months Ended | |||
Sep. 30, 2014 | ||||
Earnings Per Share [Abstract] | ' | |||
Schedule of Basic and Diluted Net Income per Share | ' | |||
Basic and diluted net earnings per share of Class A Common Stock for the three months ended September 30, 2014 have been computed as follows (in thousands, except share and per share amounts): | ||||
Three Months Ended | ||||
September 30, 2014 | ||||
Basic: | ||||
Net income attributable to Malibu Boats, Inc. | $ | 1,380 | ||
Shares used in computing basic net income per share: | ||||
Weighted-average Class A Common Stock | 14,723,265 | |||
Weighted-average participating restricted stock units convertible into Class A Common Stock | 60,721 | |||
Basic weighted-average shares outstanding | 14,783,986 | |||
Basic net income per share | $ | 0.09 | ||
Diluted: | ||||
Net income attributable to Malibu Boats, Inc. | $ | 1,380 | ||
Net income attributable to the non-controlling interest | 618 | |||
Net income | 1,998 | |||
Shares used in computing diluted net income per share: | ||||
Weighted-average Class A Common Stock | 14,723,265 | |||
Weighted-average participating restricted stock units convertible into Class A Common Stock | 60,721 | |||
Weighted-average non-controlling interest units convertible into Class A Common Stock | 6,642,051 | |||
Diluted weighted-average shares outstanding 1 | 21,426,037 | |||
Diluted net income per share | $ | 0.09 | ||
1 The Company excluded 46,250 potentially dilutive shares from the calculation of diluted net income per share for the three months ended September 30, 2014, as these shares would have been antidilutive. |
Organization_Basis_of_Presenta2
Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | ||||||||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Jul. 15, 2014 | Jun. 30, 2014 | Jul. 15, 2014 | Sep. 30, 2014 | Jul. 15, 2014 | Jun. 30, 2014 | Jul. 15, 2014 | Jul. 15, 2014 | Jul. 15, 2014 | Jul. 15, 2014 | Jul. 15, 2014 | Jul. 15, 2014 | Jul. 15, 2014 | Sep. 30, 2014 |
Parent Company [Member] | Parent Company [Member] | Parent Company [Member] | Malibu Boat LLC [Member] | Malibu Boat LLC [Member] | Malibu Boat LLC [Member] | Malibu Boat LLC [Member] | Class A Common Stock [Member] | Class A Common Stock [Member] | Follow-On Offering [Member] | Stock Sold by Company [Member] | Stock Sold by Company [Member] | Stock Sold by Selling Stockholders [Member] | Stock Sold by Selling Stockholders [Member] | Additional Paid-in Capital [Member] | |||
Class A Common Stock [Member] | Follow-On Offering [Member] | Over-Allotment Option [Member] | Follow-On Offering [Member] | Over-Allotment Option [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] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,520,000 | ' | ' | 4,371,893 | 538,252 | 1,148,107 | 181,748 | ' |
Shares issued,price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $18.50 | ' | ' | ' | ' | ' | ' |
Noncontrolling interest, ownership percentage by noncontrolling owners | ' | ' | ' | ' | ' | ' | ' | 31.20% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | $76,836 | ' | ' | $102,120 | ' | $20,178 | ' | ' |
Underwriting Discounts and Commissions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,106 | ' | ' | ' | ' | ' |
Common Unit, Outstanding | 22,438,788 | 22,437,938 | 15,436,944 | 15,426,723 | 11,064,201 | ' | 7,001,844 | 7,001,844 | 11,373,737 | ' | ' | ' | ' | ' | ' | ' | ' |
Malibu boats, Inc, cumulative percentage ownership after all transactions | ' | ' | ' | ' | ' | 68.80% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | ($899) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($899) |
Noncontrolling_Interest_Detail
Non-controlling Interest (Details) (USD $) | 3 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jul. 15, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Jul. 15, 2014 | Jun. 30, 2014 | Sep. 30, 2014 |
Noncontrolling Interest [Member] | Malibu Boat LLC [Member] | Malibu Boat LLC [Member] | Malibu Boat LLC [Member] | Parent Company [Member] | Parent Company [Member] | Parent Company [Member] | LLC Units [Member] | ||||
Noncontrolling Interest [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of LLC units outstanding | 22,438,788 | ' | 22,437,938 | ' | 7,001,844 | 7,001,844 | 11,373,737 | 15,436,944 | 15,426,723 | 11,064,201 | ' |
Ownership In Malibu Boats Holdings, LLC | 100.00% | ' | 100.00% | ' | 31.20% | ' | 50.70% | 68.80% | ' | 49.30% | ' |
Issuances of equity for services (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 850 |
Tax distributions payable to non-controlling LLC Unit holders | $212 | $0 | ' | $212 | ' | ' | ' | ' | ' | ' | ' |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance of non-controlling interest as of June 30, 2014 | 8,801 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income attributable to the non-controlling interest | -1,009 | -5,179 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions paid and payable to non-controlling LLC Unit holders for period | ' | ' | ' | -253 | ' | ' | ' | ' | ' | ' | ' |
Balance of non-controlling interest as of September 30, 2014 | $9,557 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventories_Details
Inventories (Details) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $12,928 | $9,786 |
Work in progress | 1,916 | 1,428 |
Finished goods | 3,355 | 2,440 |
Inventory obsolescence reserve | -847 | -764 |
Net inventory | $17,352 | $12,890 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property equipment, gross | $19,546 | ' | $18,081 |
Accumulated depreciation | -7,661 | ' | -7,118 |
Property equipment, Net | 11,885 | ' | 10,963 |
Depreciation | 543 | 296 | ' |
Land [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property equipment, gross | 254 | ' | 254 |
Leasehold improvements [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property equipment, gross | 4,122 | ' | 2,039 |
Machinery and equipment [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property equipment, gross | 12,652 | ' | 11,257 |
Furniture and fixtures [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property equipment, gross | 2,042 | ' | 1,544 |
Construction in progress [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property equipment, gross | $476 | ' | $2,987 |
Product_Warranties_Details
Product Warranties (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Jun. 30, 2014 |
Product Warranties Disclosures [Abstract] | ' | ' |
Standard product warranty, period | '3 years | ' |
Movement in Standard Product Warranty Accrual [Roll Forward] | ' | ' |
Beginning balance | $6,164 | $5,658 |
Add: Additions to warranty provision | 698 | 2,907 |
Less: Warranty claims paid | -632 | -2,401 |
Ending balance | $6,230 | $6,164 |
Financing_LongTerm_Debt_Narrat
Financing (Long-Term Debt Narratives) (Details) (USD $) | 3 Months Ended | 3 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | |
Revolving Credit [Member] | Term Loan [Member] | Swing Line of Credit [Member] | ||
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Maximum borrowing capacity | $2,000,000 | $10,000,000 | ' | $3,000,000 |
Amount outstanding | 0 | 0 | ' | 0 |
Extinguishment of Debt, Amount | ' | ' | 65,000,000 | ' |
Credit agreement distributions allowable, amount | 2,000,000 | ' | ' | ' |
Amount available for dividend distribution without affecting capital adequacy requirements | $4,000,000 | ' | ' | ' |
Income_Taxes_and_Tax_Receivabl1
Income Taxes and Tax Receivable Agreement (Details) (USD $) | 3 Months Ended | ||
Sep. 30, 2014 | Jul. 15, 2014 | Jun. 30, 2014 | |
Entity Information [Line Items] | ' | ' | ' |
Deferred tax assets, valuation allowance | $0 | ' | ' |
Deferred tax asset | 58,762,000 | ' | 21,452,000 |
Payable pursuant to tax receivable agreement | 47,664,000 | ' | 13,636,000 |
Effective tax rate | 27.50% | ' | ' |
Federal statutory income tax rate, percent | 35.00% | ' | ' |
Tax receivable agreement, percentage of realized cash saving in tax to pass through | ' | 85.00% | 85.00% |
Malibu Boat LLC [Member] | ' | ' | ' |
Entity Information [Line Items] | ' | ' | ' |
Deferred tax asset | 56,802,000 | 38,499,000 | ' |
Payable pursuant to tax receivable agreement | $47,664,000 | 34,028,000 | ' |
StockBased_Compensation_Narrat
Stock-Based Compensation Narrative (Details) (USD $) | 3 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 1,590,507 | ' | ' |
Weighted average years outstanding for unvested awards | '2 years | ' | ' |
LLC Units [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock compensation expense | $487 | $32 | ' |
Unrecognized compensation cost | $3,028 | ' | $3,515 |
Long-Term Incentive Plan [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Shares reserved for issuance in the Long-Term Incentive Plan | 1,700,000 | ' | ' |
Weighted average years outstanding for unvested awards | '3 years 8 months | ' | ' |
Net_Earnings_Per_Share_Details
Net Earnings Per Share (Details) (USD $) | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ' |
Net income attributable to Malibu Boats, Inc. | $1,380 |
Net income attributable to the non-controlling interest | 618 |
Net income | $1,998 |
Weighted-average Class A Common Stock | 14,783,986 |
Weighted-average units convertible into Class A common shares | 6,642,051 |
Diluted weighted-average shares outstanding | 21,426,037 |
Basic net income per share | $0.09 |
Diluted net income per share | $0.09 |
Antidilutive securities excluded from computation of earnings per share, amount | 46,250 |
Class A Common Stock [Member] | ' |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ' |
Weighted-average Class A Common Stock | 14,723,265 |
Fully Vested/Participating [Member] | Restricted Stock [Member] | ' |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ' |
Weighted-average Class A Common Stock | 60,721 |
Weighted-average units convertible into Class A common shares | 60,721 |
Commitment_and_Contingencies_C
Commitment and Contingencies Commitment and Contingencies (Details) (USD $) | 3 Months Ended | 0 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Oct. 06, 2014 |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ' | ' |
Litigation settlement, amount | ' | $20,000 |
Litigation settlement, expense | $20,000 | ' |
Subsequent_Events_Details_Deta
Subsequent Events Details (Details) (USD $) | Sep. 30, 2014 | Oct. 06, 2014 | Sep. 30, 2014 | Oct. 23, 2014 | Sep. 30, 2014 | Oct. 03, 2014 | Oct. 01, 2014 | Oct. 23, 2014 |
Subsequent Event [Member] | Revolving Credit [Member] | LLC Units [Member] | Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Australia Licensee [Member] | ||
Subsequent Event [Member] | Revolving Credit [Member] | Revolving Credit [Member] | Revolving Credit [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Business combination, consideration transferred | ' | ' | ' | ' | ' | ' | ' | $16,212,000 |
Payments to acquire businesses, gross | ' | ' | ' | ' | ' | ' | ' | 13,289,000 |
Business combination, consideration transferred, equity interests issued and isssuable | ' | ' | ' | ' | ' | ' | ' | 170,889 |
Business combination, consideration transferred, equity valuation, duration | ' | ' | ' | ' | ' | ' | ' | '20 days |
Business combination, consideration transferred, equity restriction, period | ' | ' | ' | ' | ' | ' | ' | '2 years |
Business combination, consideration transferred, equity restriction, percentage | ' | ' | ' | ' | ' | ' | ' | 71.43% |
Issuance of common stock (shares) | ' | ' | ' | 170,889 | ' | ' | ' | ' |
Litigation settlement, amount | ' | 20,000,000 | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | 2,000,000 | ' | 10,000,000 | ' | 30,000,000 | ' | 30,000,000 | ' |
Line of credit facility, current borrowing capacity | ' | ' | ' | ' | ' | ' | 10,000,000 | ' |
Proceeds from lines of credit | ' | ' | ' | ' | ' | $20,000,000 | ' | ' |