Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Mar. 31, 2015 | 7-May-15 | |
Document Information [Line Items] | ||
Entity Registrant Name | MALIBU BOATS, INC. | |
Entity Central Index Key | 1590976 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | -24 | |
Entity Filer Category | Non-accelerated Filer | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 14,891,099 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 43 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement [Abstract] | ||||
Net sales | $64,762 | $50,293 | $167,905 | $137,535 |
Cost of sales | 46,865 | 36,892 | 123,751 | 101,417 |
Gross profit | 17,897 | 13,401 | 44,154 | 36,118 |
Operating expenses: | ||||
Selling and marketing | 1,657 | 1,512 | 5,326 | 4,454 |
General and administrative | 6,124 | 10,299 | 17,090 | 15,322 |
Amortization | 593 | 1,294 | 1,912 | 3,883 |
Operating income | 9,523 | 296 | 19,826 | 12,459 |
Other income (expense): | ||||
Other | 1,650 | 0 | 1,650 | 9 |
Interest expense | -116 | -1,207 | -272 | -2,980 |
Other income (expense) | 1,534 | -1,207 | 1,378 | -2,971 |
Net income (loss) before provision for income taxes | 11,057 | -911 | 21,204 | 9,488 |
Provision for income taxes | 3,414 | 76 | 5,596 | 76 |
Net income (loss) | 7,643 | -987 | 15,608 | 9,412 |
Net income (loss) attributable to non-controlling interest | 3,278 | -617 | 6,600 | 9,782 |
Net income (loss) attributable to Malibu Boats, Inc. | 4,365 | -370 | 9,008 | -370 |
Comprehensive income (loss): | ||||
Net income | 7,643 | -987 | 15,608 | 9,412 |
Other comprehensive loss: | ||||
Change in cumulative translation adjustment | -858 | 0 | -2,019 | 0 |
Other comprehensive loss | -858 | 0 | -2,019 | 0 |
Comprehensive income (loss) | 6,785 | -987 | 13,589 | 9,412 |
Less: comprehensive income (loss) attributable to non-controlling interest | 2,101 | -617 | 4,226 | 9,782 |
Comprehensive income (loss) attributable to Malibu Boats, Inc. | $4,684 | ($370) | $9,363 | ($370) |
Weighted average shares outstanding used in computing net income (loss) per share: | ||||
Weighted average shares outstanding used in computing net income per share, Basic (in shares) | 15,549,856 | 15,527,832 | ||
Weighted average shares outstanding used in computing net income per share, Diluted (in shares) | 15,676,243 | 15,600,315 | ||
Net income (loss) available to Class A Common Stock per share: | ||||
Earnings per share, basic (in dollars per share) | $0.28 | $0.58 | ||
Earnings per share, basic (in dollars per share) | $0.28 | $0.58 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Cash | $7,285 | $12,173 |
Trade receivables, net | 11,923 | 6,475 |
Inventories, net | 21,571 | 12,890 |
Deferred tax asset | 415 | 500 |
Prepaid expenses and other current assets | 1,892 | 2,272 |
Total current assets | 43,086 | 34,310 |
Property and equipment, net | 14,587 | 10,963 |
Goodwill | 12,772 | 5,718 |
Other intangible assets, net | 14,461 | 12,358 |
Debt issuance costs, net | 170 | 0 |
Deferred tax asset | 55,053 | 21,452 |
Other assets | 105 | 0 |
Total assets | 140,234 | 84,801 |
Current liabilities | ||
Accounts payable | 16,224 | 7,161 |
Accrued expenses | 15,053 | 32,684 |
Income taxes and tax distribution payable | 2,092 | 2,121 |
Deferred tax liabilities | 0 | 995 |
Total current liabilities | 33,369 | 42,961 |
Deferred tax liabilities | 1,130 | 0 |
Payable pursuant to tax receivable agreement | 47,664 | 13,636 |
Long-term debt | 10,000 | 0 |
Other long-term liabilities | 253 | 134 |
Total liabilities | 92,416 | 56,731 |
Commitments and contingencies (See Note 12) | ||
Equity | ||
Preferred stock | 0 | 0 |
Additional paid in capital | 31,551 | 23,835 |
Accumulated other comprehensive loss | -2,019 | 0 |
Accumulated earnings (deficit) | 4,332 | -4,676 |
Total stockholders' equity attributable to Malibu Boats, Inc. | 34,019 | 19,269 |
Non-controlling interest | 13,799 | 8,801 |
Total stockholders’ equity | 47,818 | 28,070 |
Total liabilities and equity | 140,234 | 84,801 |
Class A Common Stock [Member] | ||
Equity | ||
Common stock | 155 | 110 |
Class B Common Stock [Member] | ||
Equity | ||
Common stock | $0 | $0 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
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 | 100,000,000 |
Common stock, shares issued | 15,609,309 | 11,064,201 |
Common stock, shares, outstanding | 15,609,309 | 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 | 25,000,000 |
Common stock, shares issued | 43 | 44 |
Common stock, shares, outstanding | 43 | 44 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Stockholders' Equity (USD $) | Total | Additional Paid-in Capital [Member] | Noncontrolling Interest in LLC [Member] | Accumulated (Deficit) Earnings [Member] | Accumulated Other Comprehensive Loss [Member] | Class A Common Stock [Member] | Class A Common Stock [Member] | Class B Common Stock [Member] | Class B Common Stock [Member] |
In Thousands, except Share data, unless otherwise specified | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | 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) | $0 | $110 | $0 | ||
Balance at June 30, 2014 (in shares) at Jun. 30, 2014 | 11,064,201 | 11,064,000 | 44 | 44 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 15,608 | 6,600 | 9,008 | ||||||
Issuance of common stock (in shares) | 4,371,000 | ||||||||
Issuance of Class A Common Stock | 76,836 | 76,793 | 43 | ||||||
Purchase of units from existing LLC Unit holders | -76,836 | -76,836 | |||||||
Stock-based compensation | 1,131 | 1,131 | |||||||
Issuances of equity for services (in shares) | 3,000 | ||||||||
Issuances of equity for services | 189 | 189 | |||||||
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 | -1,657 | -55 | -1,602 | ||||||
Issuance of Class A Common Stock for acquisition (in shares) | 171,000 | ||||||||
Issuance of Class A Common Stock for acquisition | 2,924 | 2,922 | 2 | ||||||
Foreign currency translation adjustment | -2,019 | -2,019 | |||||||
Balance at March 31, 2015 at Mar. 31, 2015 | $47,818 | $31,551 | $13,799 | $4,332 | ($2,019) | $155 | $0 | ||
Balance at December 31, 2014 (in shares) at Mar. 31, 2015 | 15,609,309 | 15,609,000 | 43 | 43 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating activities: | ||
Net income | $15,608 | $9,412 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Non-cash compensation expense | 1,131 | 2,141 |
Depreciation | 1,791 | 1,127 |
Amortization of intangible assets | 1,912 | 3,883 |
Gain on sale-leaseback transaction | -11 | -8 |
Amortization of deferred financing costs | 9 | 1,583 |
Change in fair value of derivative | 0 | 28 |
Deferred income taxes | 5,006 | -328 |
Litigation settlement | -20,000 | 0 |
Gain on sale of equipment | 0 | -5 |
Change in operating assets and liabilities: | ||
Trade receivable | -4,588 | -1,357 |
Inventories | -4,113 | -5,707 |
Prepaid expenses and other assets | 541 | -1,044 |
Accounts payable | 6,602 | 3,480 |
Accrued expenses and other liabilities | -1,153 | 1,041 |
Net cash provided by operating activities | 2,735 | 14,246 |
Investing activities: | ||
Purchases of property and equipment | -4,369 | -3,828 |
Payment for acquisition, net of cash acquired | -11,663 | 0 |
Net cash used in investing activities | -16,032 | -3,828 |
Financing activities: | ||
Principal payments on long-term borrowings | -10,000 | -88,575 |
Proceeds from long-term borrowings | 20,000 | 65,000 |
Payment of deferred financing costs | -78 | -1,052 |
Proceeds from issuance of Class A Common Stock in public offering, net of underwriting discounts | 76,836 | 99,512 |
Purchase of units from existing LLC Unit holders | -76,836 | -29,762 |
Payments of costs directly associated with public offering | -899 | -1,550 |
Distributions to LLC Unit holders | -742 | -64,627 |
Net cash provided by (used in) financing activities | 8,281 | -21,054 |
Effect of exchange rate changes on cash | 128 | 0 |
Changes in cash | -4,888 | -10,636 |
Cash—Beginning of period | 12,173 | 15,957 |
Cash—End of period | 7,285 | 5,321 |
Supplemental cash flow information: | ||
Cash paid for interest | 238 | 1,400 |
Cash paid for income taxes | 323 | 0 |
Non-cash investing and financing activities: | ||
Establishment of deferred tax assets from step-up in tax basis | 38,499 | 18,634 |
Establishment of amounts payable under tax receivable agreements | 34,028 | 13,636 |
Equity issued as consideration for acquisition | 2,924 | 0 |
Conversion of Stock, Amount Converted | 47,766 | |
Tax distributions payable to non-controlling LLC Unit holders | 915 | 0 |
Equity issued to directors for services | $189 | $0 |
Organization_Basis_of_Presenta
Organization, Basis of Presentation, and Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [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. | |
On October 23, 2014, Malibu Australian Acquisition Corp., an indirect subsidiary of the Company, completed the acquisition of all outstanding shares of Malibu Boats Pty. Ltd. (the "Licensee"), Malibu's Australian licensee manufacturer with exclusive distributions rights in Australia and New Zealand markets. As a result, the Company consolidates the financial position and results of operations of the Licensee from the closing date of the transaction and such consolidation has been reflected in the accompanying unaudited interim condensed consolidated financials statements and notes thereto for the period ended March 31, 2015. Refer to Note 3 related to the Company's acquisition of the Licensee. | |
Tender Offer | |
On March 13, 2015, the Company commenced an offer to purchase up to $70,000 in value of shares of its Class A Common Stock, including shares of Class A Common Stock issued upon exchange of LLC Units, for cash by means of a “modified Dutch auction” tender offer (the “Offer”). Pursuant to the Offer, holders could tender all or a portion of their shares of Class A Common Stock (1) at a price specified by the tendering stockholder of not less than $21.00 and not more than $23.50 per share of Class A Common Stock, or (2) without specifying a purchase price, in which case their shares of Class A Common Stock would be purchased at the purchase price determined in accordance with the terms of the Offer. Upon completion of the Offer, on April 15, 2015, the Company purchased 3,333 shares of Class A Common Stock, including Class A Common Stock issued upon the exchange of LLC Units, at a purchase price of $21.00 per share. The Company funded the purchase price, including the related fees and expenses, with borrowings under its Amended and Restated Credit Agreement which was entered into on April 2, 2015. Refer to Note 14 for more information on the Offer. | |
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 considered necessary to present fairly the Company’s financial position at March 31, 2015 and the results of its operations and the cash flows for the three and nine month periods ended March 31, 2015 and March 31, 2014. Operating results for the three and nine months ended March 31, 2015 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. | |
Significant Accounting Policies and Estimates | |
Foreign Currency Translation | |
The functional currency for the Company's consolidated foreign subsidiary is the applicable local currency. The assets and liabilities are translated at the foreign exchange rate in effect at the applicable reporting date, and the condensed consolidated statements of operations and comprehensive income (loss) and cash flows are translated at the average exchange rate in effect during the applicable period. Exchange rate fluctuations on translating the foreign currency financial statements into U.S. dollars that result in unrealized gains or losses are referred to as translation adjustments. Cumulative translation adjustments are reflected as a component of "Accumulated other comprehensive loss," in the stockholders' equity section of the accompanying condensed consolidated balance sheets and periodic changes are included in comprehensive income (loss). | |
Comprehensive Income (Loss) | |
Components of comprehensive income (loss) include net income (loss) and foreign currency translation adjustments. The Company has chosen to disclose comprehensive income (loss) in a single continuous statement of operations and comprehensive income (loss). | |
Segment Reporting | |
The Company reports its operations under two reportable segments called the U.S. and Australia based on their respective manufacturing footprints. Each segment participates in the manufacturing, distribution, marketing and sale of performance sport boats. The U.S. operating segment primarily serves markets in North America, South America, Europe, and Asia while the Australia operating segment principally serves the Australian and New Zealand markets. | |
There have been no material changes to the Company's significant accounting policies and estimates from those that are disclosed above relating to the acquisition of its foreign subsidiary or those which were included 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 | |
In November 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2014-17, Business Combinations, which provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. An entity that elects the option to pushdown accounting shall apply the applicable disclosure requirements in ASC 805, Business Combinations. The new standard is effective November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or its most recent change-in-control event. The Company adopted this standard in accounting for the recent acquisition of its Australian subsidiary. See Note 3 for more information. | |
In April 2015, the Financial Accounting Standards Board issued ASU No. 2015-03. This standard provides guidance on the balance sheet presentation for debt issuance costs, debt discounts and debt premiums. To simplify the presentation of debt issuance costs, this standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. This ASU is effective for fiscal years beginning after December 15, 2015. The Company is evaluating the new guidance and the impact it will have on the Company's consolidated financial statements. | |
There are no other new accounting pronouncements that are expected to have a significant impact on the Company's condensed consolidated financial statements. |
Noncontrolling_Interest
Non-controlling Interest | 9 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Noncontrolling Interest [Abstract] | ||||||||||||
Non-controlling Interest | Non-controlling Interest | |||||||||||
The non-controlling interest on the condensed consolidated statement of operations and comprehensive income (loss) 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 sheets 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 March 31, 2015 | As of June 30, 2014 | |||||||||||
Shares | Ownership % | Shares | Ownership % | |||||||||
Non-controlling LLC unit holders ownership in Malibu Boats Holdings, LLC | 7,001,844 | 31 | % | 11,373,737 | 50.7 | % | ||||||
Malibu Boats, Inc. ownership in Malibu Boats Holdings, LLC | 15,609,309 | 69 | % | 11,064,201 | 49.3 | % | ||||||
22,611,153 | 100 | % | 22,437,938 | 100 | % | |||||||
The changes in the balance of the Company's non-controlling interest are as follows: | ||||||||||||
Balance of non-controlling interest as of June 30, 2014 | $ | 8,801 | ||||||||||
Allocation of income to non-controlling LLC Unit holders for period | 6,600 | |||||||||||
Distributions paid and payable to non-controlling LLC Unit holders for period | (1,602 | ) | ||||||||||
Balance of non-controlling interest as of March 31, 2015 | $ | 13,799 | ||||||||||
Issuance of Additional LLC Units | ||||||||||||
Under the first amended and restated limited liability company agreement of the LLC, as amended (the “LLC Agreement”), the Company is required to cause the LLC to issue additional LLC Units to the Company when the Company issues additional shares of Class A Common Stock. Other than in connection with the issuance of Class A Common Stock in connection with an equity incentive program, the Company must contribute to the LLC net proceeds and property, if any, received by the Company with respect to the issuance of such additional shares of Class A Common Stock. The Company shall cause the LLC to issue a number of LLC Units equal to the number of shares of Class A Common Stock issued such that, at all times, the number of LLC Units held by the Company equals the number of outstanding shares of Class A Common Stock. During the nine month period ended March 31, 2015, the LLC issued a total of 173,215 LLC Units to the Company in connection with the Company's issuance of Class A Common Stock to a non-employee director for his services and to the former owner of Malibu Boats Pty. Ltd. as equity consideration for the acquisition of the Australian licensee. | ||||||||||||
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 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 paid and payable to non-controlling LLC Unit holders for the nine months ending March 31, 2015 were $687 and $915, respectively. | ||||||||||||
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. |
Acquisition
Acquisition | 9 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Business Combinations [Abstract] | ||||||||||||||||
Acquisition | Acquisition | |||||||||||||||
On October 23, 2014, the Company acquired all of the outstanding shares of Malibu Boats Pty Ltd., the Company's exclusive licensee in Australia since 1995. The Licensee had the exclusive right to manufacture and distribute Malibu and Axis products and spare parts in Australia and New Zealand. The acquisition provides direct control of the Company's brand worldwide and provides it with a strong footprint for future growth internationally in Asia. The aggregate purchase price for the transaction was $16.2 million, consisting of $13.3 million in cash and $2.9 million in equity equal to 170,889 shares of the Company's Class A Common Stock. Under the share sale agreement, the number of shares issued was based on the average closing price of shares of the Class A Common Stock for the 20 days immediately prior to, but not including, the closing date of the acquisition. Of the consideration paid in stock, 71.43% is restricted from sale for a period of 2 years from the acquisition date. The Company funded a portion of the purchase price payable in cash with additional borrowings under its revolving credit facility. The Company accounted for the transaction in accordance with ASC 805, Business Combinations. | ||||||||||||||||
The total consideration given to the former owner of the Licensee has been allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the date of the acquisition. Because of the complexities involved with performing the valuation, the Company has recorded the tangible and intangible assets acquired and liabilities assumed based upon their preliminary fair values as of October 23, 2014. The measurements of fair value were based upon estimates utilizing the assistance of third party valuation specialists, and are subject to change within the measurement period (up to one year from the acquisition date). The Company expects to continue to obtain information to assist it in determining the fair values of the assets acquired and liabilities assumed at the acquisition date during the fourth quarter of fiscal 2015. Accordingly, the following table summarizes the preliminary purchase price allocation for the acquisition of the Licensee: | ||||||||||||||||
Consideration: | ||||||||||||||||
Cash consideration paid | $ | 13,305 | ||||||||||||||
Equity consideration paid | 2,924 | |||||||||||||||
Fair value of total consideration transferred | $ | 16,229 | ||||||||||||||
Recognized preliminary amounts of identifiable assets acquired and (liabilities assumed), at fair value: | ||||||||||||||||
Cash | $ | 1,642 | ||||||||||||||
Accounts receivable | 878 | |||||||||||||||
Inventories | 5,023 | |||||||||||||||
Other current assets | 195 | |||||||||||||||
Net property, plant, and equipment | 1,191 | |||||||||||||||
Identifiable intangible assets | 4,558 | |||||||||||||||
Other assets | 45 | |||||||||||||||
Current liabilities | (3,908 | ) | ||||||||||||||
Deferred tax liabilities | (1,407 | ) | ||||||||||||||
Other liabilities | $ | (34 | ) | |||||||||||||
Fair value of assets acquired and liabilities assumed | $ | 8,183 | ||||||||||||||
Goodwill | 8,046 | |||||||||||||||
Total purchase price | $ | 16,229 | ||||||||||||||
The preliminary fair value estimates for the Company's identifiable intangible assets acquired as part of the acquisition are as follows: | ||||||||||||||||
Preliminary Estimates of Fair Value | Useful Life | |||||||||||||||
Reacquired franchise rights | $ | 1,579 | 5 | |||||||||||||
Dealer relationships | 2,808 | 15 | ||||||||||||||
Non-compete agreement | 61 | 10 | ||||||||||||||
Backlog | 110 | 0.3 | ||||||||||||||
Total | $ | 4,558 | ||||||||||||||
The value allocated to inventories reflects the estimated fair value of the acquired inventory based on the expected sales price of the inventory, less an estimated cost to complete and a reasonable profit margin. The fair value of the identifiable intangible assets were determined based on the following approaches: | ||||||||||||||||
Reacquired Franchise Rights - The reacquired franchise rights intangible asset represents the preliminary value assigned to the remainder of the contractual term of the Licensee's exclusive manufacturing and distributors agreement with the Company and was determined using the multi-period excess earnings method under the income approach. No gain or loss was recognized on the reacquisition of the Company's franchise rights. | ||||||||||||||||
Dealer Relationships - The value associated with the Licensee's dealer relationships is attributed to its long standing dealer distribution network. The preliminary estimate of fair value assigned to this asset was determined using the income approach, which requires an estimate or forecast of the expected future cash flows from the dealer relationships through the application of the distributor method under the multi-period excess earnings approach. | ||||||||||||||||
Non-compete - As part of the acquisition, the Licensee entered into a ten-year non-compete agreement with its former owner. The preliminary fair value of the non-compete agreement was determined using the with or without method under the income approach which discounted future cash flows attributable to unfavorable impact of the agreement had it not been in place. | ||||||||||||||||
Backlog - Backlog relates to the value of orders not yet shipped by Licensee at the acquisition date, and the preliminary fair values were based on an excess earnings approach associated with those orders. Backlog related assets are being recognized commensurate with recognition of the revenue for the orders on which the backlog intangible assets were determined. | ||||||||||||||||
The fair value of these intangible assets are being amortized using a straight-line method to general and administrative expenses over their estimated useful lives. Goodwill of $8,046 arising from the acquisition consists of expected synergies and cost savings as well as intangible assets that do not qualify for separate recognition, such as assembled workforce, and was allocated to the Company’s Australian operating segment. None of the goodwill is expected to be deductible for income tax purposes. | ||||||||||||||||
Acquisition-related costs of $813 were expensed by the Company in the periods prior to the acquisition of Malibu Boats Pty Ltd., and are included in selling, general and administrative expenses in the condensed consolidated statement of operations and comprehensive income (loss). Net sales of $9,643 and net income of $231 attributable to the Licensee are included in the condensed consolidated statements of operations and comprehensive income (loss) for the period from the acquisition date through March 31, 2015. | ||||||||||||||||
Pro Forma Financial Information (unaudited): | ||||||||||||||||
The following unaudited pro forma financial consolidated results of operations for the three and nine months ended March 31, 2015 and 2014 assume that the acquisition of Licensee had occurred as of July 1, 2013. The unaudited pro forma financial information combines historical results of Malibu with adjustments for depreciation and amortization attributable to preliminary fair value estimates on acquired tangible and intangible assets and eliminations of intercompany sales and cost of sales for the respective periods. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2014 or of the results that may occur in the future: | ||||||||||||||||
Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Net sales | $ | 64,762 | $ | 54,624 | $ | 191,849 | $ | 148,916 | ||||||||
Net income | 7,643 | (884 | ) | 19,283 | 9,578 | |||||||||||
Net income (loss) attributable to Malibu Boats, Inc. | 4,365 | (319 | ) | 12,215 | (288 | ) | ||||||||||
Basic earnings (loss) per share | $ | 0.28 | $ | (0.03 | ) | $ | 0.8 | $ | (0.03 | ) | ||||||
Diluted earnings (loss) per share | $ | 0.28 | $ | (0.01 | ) | $ | 0.8 | $ | (0.01 | ) | ||||||
Inventories
Inventories | 9 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventories | Inventories | |||||||
Inventories, net consisted of the following: | ||||||||
As of March 31, 2015 | As of June 30, 2014 | |||||||
Raw materials | $ | 16,891 | $ | 9,786 | ||||
Work in progress | 2,366 | 1,428 | ||||||
Finished goods | 3,637 | 2,440 | ||||||
Inventory obsolescence reserve | (1,323 | ) | (764 | ) | ||||
Inventories, net | $ | 21,571 | $ | 12,890 | ||||
Property_and_Equipment
Property and Equipment | 9 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and Equipment | Property and Equipment | ||||||||
Property and equipment, net consisted of the following: | |||||||||
As of March 31, 2015 | As of June 30, 2014 | ||||||||
Land | $ | 254 | $ | 254 | |||||
Leasehold improvements | 4,527 | 2,039 | |||||||
Machinery and equipment | 14,121 | 11,257 | |||||||
Furniture and fixtures | 2,241 | 1,544 | |||||||
Construction in process | 2,349 | 2,987 | |||||||
23,492 | 18,081 | ||||||||
Less accumulated depreciation | (8,905 | ) | (7,118 | ) | |||||
Property and equipment, net | $ | 14,587 | $ | 10,963 | |||||
Depreciation expense was $622 and $445 for the three months ended March 31, 2015 and March 31, 2014 and $1,791 and $1,127 for the nine months ended March 31, 2015 and March 31, 2014, respectively, substantially all of which was recorded in cost of goods sold. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 9 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets | |||||||||||
The changes in the carrying amount of goodwill for the nine months ended March 31, 2015 were as follows: | ||||||||||||
Goodwill as of June 30, 2014 | $ | 5,718 | ||||||||||
Addition related to acquisition of Malibu Boats Pty. Ltd. | 8,046 | |||||||||||
Effect of foreign currency changes on goodwill | (992 | ) | ||||||||||
Goodwill as of March 31, 2015 | $ | 12,772 | ||||||||||
The components of other intangible assets were as follows: | ||||||||||||
31-Mar-15 | 30-Jun-14 | Estimated Useful Life (in years) | Weighted Average Remaining Useful Life (in years) | |||||||||
Definite-lived intangibles: | ||||||||||||
Reacquired franchise rights | $ | 1,384 | $ | — | 5 | 4.6 | ||||||
Dealer relationships | 29,853 | 27,392 | 15-Aug | 14.6 | ||||||||
Patent | 1,386 | 1,386 | 12 | 3.3 | ||||||||
Trade name | 24,567 | 24,567 | 15 | 6.3 | ||||||||
Non-compete agreement | 54 | — | 10 | 9.6 | ||||||||
Backlog | 96 | — | 0.3 | 0 | ||||||||
Total | 57,340 | 53,345 | ||||||||||
Less: Accumulated amortization | (42,879 | ) | (40,987 | ) | ||||||||
Total other intangible assets, net | $ | 14,461 | $ | 12,358 | ||||||||
As a part of the acquisition of Malibu Boats Pty. Ltd., the Company acquired certain identifiable intangible assets including reacquired franchise rights, dealer relationships, a non-compete agreement, and backlog. At the acquisition date of October 23, 2014, the fair value of these intangibles assets were $4,558. Refer to Note 3 for more information on the acquisition of Malibu Boats Pty. Ltd. | ||||||||||||
Amortization expense recognized on all amortizable intangibles was $593 and $1,294 for the three months ended March 31, 2015 and March 31, 2014 and $1,912 and $3,883 for the nine months ended March 31, 2015 and March 31, 2014, respectively. | ||||||||||||
The estimated future amortization of definite-lived intangible assets is as follows: | ||||||||||||
Fiscal years ending June 30: | ||||||||||||
Remainder of 2015 | $ | 550 | ||||||||||
2016 | 2,200 | |||||||||||
2017 | 2,200 | |||||||||||
2018 | 2,200 | |||||||||||
2019 | 2,093 | |||||||||||
Thereafter | 5,218 | |||||||||||
$ | 14,461 | |||||||||||
Product_Warranties
Product Warranties | 9 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Product Warranties Disclosures [Abstract] | ||||||||
Product Warranties | Product Warranties | |||||||
The Company provides a limited warranty for a period of up to three years for its Malibu brand boats and 2 years for its Axis 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 March 31, 2015 | As of June 30, 2014 | |||||||
Beginning balance | $ | 6,164 | $ | 5,658 | ||||
Add: Additions to warranty provision | 2,069 | 2,907 | ||||||
Additions for Australian acquisition | 308 | — | ||||||
Less: Warranty claims paid | (1,926 | ) | (2,401 | ) | ||||
Ending balance | $ | 6,615 | $ | 6,164 | ||||
Financing
Financing | 9 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Financing | Financing | |||||||
Outstanding debt consisted of the following: | ||||||||
As of March 31, 2015 | As of June 30, 2014 | |||||||
Long-term debt | ||||||||
Revolving credit facility | $ | 10,000 | $ | — | ||||
10,000 | — | |||||||
Less current maturities | — | — | ||||||
Total debt less current maturities | $ | 10,000 | $ | — | ||||
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. | ||||||||
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. 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 which ranges from 1.50% to 2.25% for base rate loans or 2.50% to 3.25% for LIBOR rate loans, in each case, depending on the Company's leverage ratio, 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 March 31, 2015, 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 March 31, 2015. 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 9), 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. | ||||||||
The Credit Agreement was amended and restated on April 2, 2015. Refer to Note 14 for more information. |
Income_Taxes_and_Tax_Receivabl
Income Taxes and Tax Receivable Agreement | 9 Months Ended |
Mar. 31, 2015 | |
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 March 31, 2015, 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 26.4% and 0.8% for the nine months ended March 31, 2015 and 2014, respectively. The principal differences in the Company's effective tax rate and the statutory federal income tax rate of 35% for the nine months ended March 31, 2015 relate to the impact of the non-controlling interests in the LLC, which is a pass-through entity for U.S. federal tax purposes, and the impact of an out-of-period state deferred tax adjustment of $844 primarily associated with benefits recognized for the Tennessee jobs tax credit identified and recorded in the second quarter of fiscal 2015. The out-of-period state deferred tax adjustment is reflected as a reduction of the Company's provision for income taxes in the current period. The Company believes the out-of-period tax adjustment is not material to fiscal 2015 or previously issued financial statements. The Company's effective tax rate for the nine months ended March 31, 2015 and 2014 also reflects the impact of the Company's share of the LLC's permanent items such as stock compensation expense attributable to profits interests as well as nondeductible offering and acquisition related costs. | |
The Company recorded $1,479 of net deferred tax liabilities in connection with the acquisition of Malibu Boats Pty Ltd. This net deferred tax liability represents the tax effects of fair value adjustments that were recorded with no corresponding adjustment to the tax basis of underlying assets and liabilities as the transaction was non-taxable. | |
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 March 31, 2015, 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. No amounts are currently due under the Tax Receivable Agreement. In accordance with the Tax Receivable Agreement, the first payment is anticipated to occur 45 days after filing the federal tax return due on March 15, 2016. |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended |
Mar. 31, 2015 | |
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 include 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 March 31, 2015, 1,588,079 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 $314 and $1,131 for the three and nine months ended March 31, 2015, respectively, and $2,077 and $2,141 for the three and nine months ended March 31, 2014, respectively, which included $1.8 million in connection with the Recapitalization by which certain agreements related to profit interest awards previously granted in 2012 under the former LLC agreement were modified to fully vest the awards at the time of Recapitalization and IPO transactions. 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 and comprehensive income (loss). The cash flow effects resulting from restricted unit awards were reflected as noncash operating activities. For the three and nine month period March 31, 2015, the Company recognized $30 in forfeitures attributed to equity awards issued under the Incentive Plan. As of March 31, 2015 and June 30, 2014, unrecognized compensation cost related to nonvested, share-based compensation was $2,354 and $3,515, respectively. As of March 31, 2015, the weighted average years outstanding for unvested awards under the Incentive Plan and under the previously existing LLC Agreement were 3.2 and 1.5 years, respectively. |
Net_Earnings_Loss_Per_Share
Net Earnings (Loss) Per Share | 9 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Net Earnings (Loss) Per Share | Net Earnings (Loss) Per Share | |||||||||||
Basic net earnings (loss) per share of Class A Common Stock is computed by dividing net earnings (loss) attributable to the Company's earnings (loss) 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 (loss) per share includes fully vested restricted stock units awarded to directors that are entitled to participate in distributions to common stockholders through receipt of additional units of equivalent value to the dividends paid to Class A Common stockholders. | ||||||||||||
Diluted net earnings (loss) per share of Class A Common Stock is computed similarly to basic net earnings (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 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. The portion of consideration paid in Class A Common Stock related to the acquisition of Malibu Boats Pty. Ltd. that is subject to a time-based restriction is also included in the denominator. | ||||||||||||
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 attributable to Malibu Boats, Inc. from the period subsequent to February 5, 2014 is included in the net loss attributable to stockholders of Class A Common Stock. Basic and diluted net earnings (loss) per share of Class A Common Stock for the three and nine months ended March 31, 2015 and from February 5, 2014 to March 31, 2014 have been computed as follows (in thousands, except share and per share amounts): | ||||||||||||
Three Months Ended | Nine Months Ended | For Period From February 5, 2014 to March 31, 2014 | ||||||||||
March 31, 2015 | March 31, 2015 | |||||||||||
Basic: | ||||||||||||
Net income (loss) attributable to Malibu Boats, Inc. | $ | 4,365 | $ | 9,008 | $ | (370 | ) | |||||
Shares used in computing basic net income (loss) per share: | ||||||||||||
Weighted-average Class A Common Stock | 15,486,591 | 15,465,422 | 11,054,830 | |||||||||
Weighted-average participating restricted stock units convertible into Class A Common Stock | 63,265 | 62,410 | — | |||||||||
Basic weighted-average shares outstanding | 15,549,856 | 15,527,832 | 11,054,830 | |||||||||
Basic net income (loss) per share | $ | 0.28 | $ | 0.58 | $ | (0.03 | ) | |||||
Diluted: | ||||||||||||
Net income (loss) attributable to Malibu Boats, Inc. | $ | 4,365 | $ | 9,008 | $ | (370 | ) | |||||
Net income (loss) attributable to the non-controlling interest | — | — | (415 | ) | ||||||||
Net income (loss) | 4,365 | 9,008 | (785 | ) | ||||||||
Shares used in computing diluted net income (loss) per share: | ||||||||||||
Basic weighted-average shares outstanding | 15,549,856 | 15,527,832 | 11,054,830 | |||||||||
Weighted-average vested and non-vested non-controlling interest units convertible into Class A Common Stock | — | — | 10,973,646 | |||||||||
Weighted-average restricted shares issued for acquisition | 122,066 | 71,205 | — | |||||||||
Restricted stock units granted to employees | 4,321 | 1,278 | — | |||||||||
Diluted weighted-average shares outstanding 1 | 15,676,243 | 15,600,315 | 22,028,476 | |||||||||
Diluted net income (loss) per share | $ | 0.28 | $ | 0.58 | $ | (0.04 | ) | |||||
1 The Company excluded 7,001,844 potentially dilutive shares from the calculation of diluted net income (loss) per share for the three and nine months ended March 31, 2015, as these shares would have been antidilutive. No shares were deemed antidilutive for the period from the date of the Company's IPO on February 5, 2014 through March 31, 2014. | ||||||||||||
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, 2015 | |
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 for sales generated from both the U.S. and Australia operating segments. 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 and comprehensive income (loss). No units were repurchased for the nine months ended March 31, 2015 or March 31, 2014. The Company did not carry a reserve for repurchases as of March 31, 2015 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 March 31, 2015 (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 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. | |
On February 6, 2015, the Company and Nautique entered into a Settlement Agreement (the "Nautique Settlement Agreement") to settle a lawsuit filed by the Company in the U.S. District Court for the Eastern District of Tennessee alleging infringement by Nautique of three of the Company's patents. Under the terms of the Nautique Settlement Agreement, Nautique made a one-time payment of $2,250 and entered into a license agreement for the payment of future royalties for boats sold by Nautique using the licensed technology. The parties agreed to dismiss all claims in the patent litigation and jointly request the U.S. Patent and Trademark Office to terminate the patent challenge. | |
On February 17, 2015, the parties dismissed the patent litigation with prejudice and on February 25, 2015, the U.S. Patent and Trademark Office terminated the inter parties review proceeding. |
Segment_Information
Segment Information | 9 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
Segment Information | Segment Information | |||||||||||||||
The following tables present financial information for the Company’s reportable segments for the periods indicated: | ||||||||||||||||
Three months ended March 31, 2015 | ||||||||||||||||
US | Australia | Eliminations | Total | |||||||||||||
Net sales | $ | 61,283 | $ | 5,287 | $ | (1,808 | ) | $ | 64,762 | |||||||
Affiliate (or intersegment) sales | 1,808 | (1,808 | ) | — | ||||||||||||
Net sales to external customers | 59,475 | 5,287 | 64,762 | |||||||||||||
Net income (loss) before provision for income taxes | 10,791 | 541 | (275 | ) | 11,057 | |||||||||||
Long-lived assets | 30,064 | 11,756 | — | 41,820 | ||||||||||||
Total assets | 139,806 | 19,108 | (18,680 | ) | 140,234 | |||||||||||
Year to date March 31, 2015 | ||||||||||||||||
US | Australia | Eliminations | Total | |||||||||||||
Net sales | $ | 162,032 | $ | 9,643 | $ | (3,770 | ) | $ | 167,905 | |||||||
Affiliate (or intersegment) sales | 3,770 | — | (3,770 | ) | — | |||||||||||
Net sales to external customers | 158,262 | 9,643 | — | 167,905 | ||||||||||||
Net income (loss) before provision for income taxes | 21,481 | 333 | (610 | ) | 21,204 | |||||||||||
Long-lived assets | 30,064 | 11,756 | — | 41,820 | ||||||||||||
Total assets | 139,806 | 19,108 | (18,680 | ) | 140,234 | |||||||||||
Subsequent_Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
Tender Offer | |
On April 15, 2015, upon completion of the Offer, the Company purchased 3,333 shares of Class A Common Stock, including Class A Common Stock issued upon the exchange of LLC Units, at a purchase price of $21.00 per share for an aggregate purchase price of approximately $70,000, excluding related fees and expenses of approximately $728 related to the Offer. Upon the acceptance by the Company of such shares, 2,603 shares of the Company’s Class A Common Stock were deemed to have been issued on April 9, 2015 in exchange for 2,603 LLC Units in connection with the Offer. Immediately following settlement of the Offer, the Company owned 14,879 LLC Units representing 77.2% of the economic interest in the LLC while non-controlling LLC Unit holders owned 4,399 LLC Units representing a 22.8% interest in the LLC. The Company funded the purchase price, including the related fees and expenses, with borrowings under its Amended and Restated Credit Agreement which was entered into on April 2, 2015. | |
In connection with completion of the Offer, the Company estimates it will record deferred tax assets of approximately $26,798 associated with basis differences in assets upon acquiring the additional interest in Malibu Boats Holdings, LLC and in anticipation of making a Section 754 election. The Company also estimates it will record approximately $24,212 in tax receivable agreement liabilities representing 85% of the tax savings that the Company will receive in connection with the Section 754 election. These amounts are preliminary and subject to adjustment. | |
Amended and Restated Credit Agreement | |
On April 2, 2015, Malibu Boats, LLC, an indirect subsidiary of the Company and the "Borrower", entered into an Amended and Restated Credit Agreement to its existing credit agreement dated July 16, 2013, by and among the Borrower, its parent, Malibu Boats Holdings, LLC and certain subsidiaries of the Borrower parties thereto, as guarantors, the lenders parties thereto, and SunTrust Bank, as administrative agent, swingline lender and issuing bank. The Amended and Restated Credit Agreement provides for an $80,000 term loan facility, all of which was made available to and drawn by the Borrower on April 2, 2015, and a revolving credit facility of up to $25,000, each, with a maturity date of April 2, 2020. The Borrower has the option to request lenders to increase the amount available under the revolving credit facility by, or obtain incremental term loans of, up to $50,000, subject to the terms of the Amended and Restated Credit Agreement and only if existing or new lenders choose to provide additional term or revolving commitments. | |
Borrowings under the Amended and Restated Credit Agreement bear interest at a rate equal to either, at the Borrower's option, (i) the highest of the prime rate, the Federal Funds Rate plus 0.5%, or one-month LIBOR plus 1% (the “Base Rate”) or (ii) LIBOR, in each case plus an applicable margin ranging from 1.00% to 1.75% with respect to Base Rate borrowings and 2.00% to 2.75% with respect to LIBOR borrowings. The applicable margin will be based upon the consolidated leverage ratio of the LLC and its subsidiaries calculated on a consolidated basis. The Borrower will also be required to pay a commitment fee for the unused portion of the revolving credit facility, which will range from 0.25% to 0.40% per annum, depending on the LLC’s and its subsidiaries’ consolidated leverage ratio. | |
The Amended and Restated Credit Agreement permits prepayment of the new term loan facility without any penalties. The term loan facility under the Amended and Restated Credit Agreement is subject to quarterly installments of $1,500 per quarter until March 31, 2016, then $2,000 per quarter until March 31, 2019, and $2,500 per quarter thereafter. The Amended and Restated Credit Agreement is also subject to prepayments from the net cash proceeds received by the Borrower or any guarantors from certain asset sales and recovery events, subject to certain reinvestment rights, and from excess cash flow, subject to the terms and conditions of the Amended and Restated Credit Agreement. | |
Proceeds from the new term loan facility were used to (i) repurchase $70,000 of the Company's Class A Common Stock in the Offer which closed on April 15, 2015, (ii) refinance amounts outstanding under the Existing Credit Agreement of approximately $10,000, and (iii) pay fees and expenses of approximately $1,100 related to entering into the Amended and Restated Credit Agreement. |
Organization_Basis_of_Presenta1
Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Tender offer | Tender Offer |
On March 13, 2015, the Company commenced an offer to purchase up to $70,000 in value of shares of its Class A Common Stock, including shares of Class A Common Stock issued upon exchange of LLC Units, for cash by means of a “modified Dutch auction” tender offer (the “Offer”). Pursuant to the Offer, holders could tender all or a portion of their shares of Class A Common Stock (1) at a price specified by the tendering stockholder of not less than $21.00 and not more than $23.50 per share of Class A Common Stock, or (2) without specifying a purchase price, in which case their shares of Class A Common Stock would be purchased at the purchase price determined in accordance with the terms of the Offer. Upon completion of the Offer, on April 15, 2015, the Company purchased 3,333 shares of Class A Common Stock, including Class A Common Stock issued upon the exchange of LLC Units, at a purchase price of $21.00 per share. The Company funded the purchase price, including the related fees and expenses, with borrowings under its Amended and Restated Credit Agreement which was entered into on April 2, 2015. Refer to Note 14 for more information on the Offer. | |
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 considered necessary to present fairly the Company’s financial position at March 31, 2015 and the results of its operations and the cash flows for the three and nine month periods ended March 31, 2015 and March 31, 2014. Operating results for the three and nine months ended March 31, 2015 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. | |
Foreign currency translations | Foreign Currency Translation |
The functional currency for the Company's consolidated foreign subsidiary is the applicable local currency. The assets and liabilities are translated at the foreign exchange rate in effect at the applicable reporting date, and the condensed consolidated statements of operations and comprehensive income (loss) and cash flows are translated at the average exchange rate in effect during the applicable period. Exchange rate fluctuations on translating the foreign currency financial statements into U.S. dollars that result in unrealized gains or losses are referred to as translation adjustments. Cumulative translation adjustments are reflected as a component of "Accumulated other comprehensive loss," in the stockholders' equity section of the accompanying condensed consolidated balance sheets and periodic changes are included in comprehensive income (loss). | |
Comprehensive income | Comprehensive Income (Loss) |
Components of comprehensive income (loss) include net income (loss) and foreign currency translation adjustments. The Company has chosen to disclose comprehensive income (loss) in a single continuous statement of operations and comprehensive income (loss). | |
Segment reporting | Segment Reporting |
The Company reports its operations under two reportable segments called the U.S. and Australia based on their respective manufacturing footprints. Each segment participates in the manufacturing, distribution, marketing and sale of performance sport boats. The U.S. operating segment primarily serves markets in North America, South America, Europe, and Asia while the Australia operating segment principally serves the Australian and New Zealand markets. | |
There have been no material changes to the Company's significant accounting policies and estimates from those that are disclosed above relating to the acquisition of its foreign subsidiary or those which were included 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 | In April 2015, the Financial Accounting Standards Board issued ASU No. 2015-03. This standard provides guidance on the balance sheet presentation for debt issuance costs, debt discounts and debt premiums. To simplify the presentation of debt issuance costs, this standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. This ASU is effective for fiscal years beginning after December 15, 2015. The Company is evaluating the new guidance and the impact it will have on the Company's consolidated financial statements. |
Recent Accounting Pronouncements | |
In November 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2014-17, Business Combinations, which provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. An entity that elects the option to pushdown accounting shall apply the applicable disclosure requirements in ASC 805, Business Combinations. The new standard is effective November 18, 2014. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or its most recent change-in-control event. The Company adopted this standard in accounting for the recent acquisition of its Australian subsidiary. |
Noncontrolling_Interest_Tables
Non-controlling Interest (Tables) | 9 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Noncontrolling Interest [Abstract] | ||||||||||||
Non-controlling Interest | The ownership of Malibu Boats Holdings, LLC is summarized as follows: | |||||||||||
As of March 31, 2015 | As of June 30, 2014 | |||||||||||
Shares | Ownership % | Shares | Ownership % | |||||||||
Non-controlling LLC unit holders ownership in Malibu Boats Holdings, LLC | 7,001,844 | 31 | % | 11,373,737 | 50.7 | % | ||||||
Malibu Boats, Inc. ownership in Malibu Boats Holdings, LLC | 15,609,309 | 69 | % | 11,064,201 | 49.3 | % | ||||||
22,611,153 | 100 | % | 22,437,938 | 100 | % | |||||||
Schedule of Noncontrolling Interest | The changes in the balance of the Company's non-controlling interest are as follows: | |||||||||||
Balance of non-controlling interest as of June 30, 2014 | $ | 8,801 | ||||||||||
Allocation of income to non-controlling LLC Unit holders for period | 6,600 | |||||||||||
Distributions paid and payable to non-controlling LLC Unit holders for period | (1,602 | ) | ||||||||||
Balance of non-controlling interest as of March 31, 2015 | $ | 13,799 | ||||||||||
Acquisition_Tables
Acquisition (Tables) | 9 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Business Combinations [Abstract] | ||||||||||||||||
Schedule of Business Acquisitions, by Acquisition | The total consideration given to the former owner of the Licensee has been allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the date of the acquisition. Because of the complexities involved with performing the valuation, the Company has recorded the tangible and intangible assets acquired and liabilities assumed based upon their preliminary fair values as of October 23, 2014. The measurements of fair value were based upon estimates utilizing the assistance of third party valuation specialists, and are subject to change within the measurement period (up to one year from the acquisition date). The Company expects to continue to obtain information to assist it in determining the fair values of the assets acquired and liabilities assumed at the acquisition date during the fourth quarter of fiscal 2015. Accordingly, the following table summarizes the preliminary purchase price allocation for the acquisition of the Licensee: | |||||||||||||||
Consideration: | ||||||||||||||||
Cash consideration paid | $ | 13,305 | ||||||||||||||
Equity consideration paid | 2,924 | |||||||||||||||
Fair value of total consideration transferred | $ | 16,229 | ||||||||||||||
Recognized preliminary amounts of identifiable assets acquired and (liabilities assumed), at fair value: | ||||||||||||||||
Cash | $ | 1,642 | ||||||||||||||
Accounts receivable | 878 | |||||||||||||||
Inventories | 5,023 | |||||||||||||||
Other current assets | 195 | |||||||||||||||
Net property, plant, and equipment | 1,191 | |||||||||||||||
Identifiable intangible assets | 4,558 | |||||||||||||||
Other assets | 45 | |||||||||||||||
Current liabilities | (3,908 | ) | ||||||||||||||
Deferred tax liabilities | (1,407 | ) | ||||||||||||||
Other liabilities | $ | (34 | ) | |||||||||||||
Fair value of assets acquired and liabilities assumed | $ | 8,183 | ||||||||||||||
Goodwill | 8,046 | |||||||||||||||
Total purchase price | $ | 16,229 | ||||||||||||||
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The preliminary fair value estimates for the Company's identifiable intangible assets acquired as part of the acquisition are as follows: | |||||||||||||||
Preliminary Estimates of Fair Value | Useful Life | |||||||||||||||
Reacquired franchise rights | $ | 1,579 | 5 | |||||||||||||
Dealer relationships | 2,808 | 15 | ||||||||||||||
Non-compete agreement | 61 | 10 | ||||||||||||||
Backlog | 110 | 0.3 | ||||||||||||||
Total | $ | 4,558 | ||||||||||||||
Business Acquisition, Pro Forma Information | The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2014 or of the results that may occur in the future: | |||||||||||||||
Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Net sales | $ | 64,762 | $ | 54,624 | $ | 191,849 | $ | 148,916 | ||||||||
Net income | 7,643 | (884 | ) | 19,283 | 9,578 | |||||||||||
Net income (loss) attributable to Malibu Boats, Inc. | 4,365 | (319 | ) | 12,215 | (288 | ) | ||||||||||
Basic earnings (loss) per share | $ | 0.28 | $ | (0.03 | ) | $ | 0.8 | $ | (0.03 | ) | ||||||
Diluted earnings (loss) per share | $ | 0.28 | $ | (0.01 | ) | $ | 0.8 | $ | (0.01 | ) | ||||||
Inventories_Tables
Inventories (Tables) | 9 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventories | Inventories, net consisted of the following: | |||||||
As of March 31, 2015 | As of June 30, 2014 | |||||||
Raw materials | $ | 16,891 | $ | 9,786 | ||||
Work in progress | 2,366 | 1,428 | ||||||
Finished goods | 3,637 | 2,440 | ||||||
Inventory obsolescence reserve | (1,323 | ) | (764 | ) | ||||
Inventories, net | $ | 21,571 | $ | 12,890 | ||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and Equipment | Property and equipment, net consisted of the following: | ||||||||
As of March 31, 2015 | As of June 30, 2014 | ||||||||
Land | $ | 254 | $ | 254 | |||||
Leasehold improvements | 4,527 | 2,039 | |||||||
Machinery and equipment | 14,121 | 11,257 | |||||||
Furniture and fixtures | 2,241 | 1,544 | |||||||
Construction in process | 2,349 | 2,987 | |||||||
23,492 | 18,081 | ||||||||
Less accumulated depreciation | (8,905 | ) | (7,118 | ) | |||||
Property and equipment, net | $ | 14,587 | $ | 10,963 | |||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||
Schedule of Goodwill | The changes in the carrying amount of goodwill for the nine months ended March 31, 2015 were as follows: | |||||||||||
Goodwill as of June 30, 2014 | $ | 5,718 | ||||||||||
Addition related to acquisition of Malibu Boats Pty. Ltd. | 8,046 | |||||||||||
Effect of foreign currency changes on goodwill | (992 | ) | ||||||||||
Goodwill as of March 31, 2015 | $ | 12,772 | ||||||||||
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | The components of other intangible assets were as follows: | |||||||||||
31-Mar-15 | 30-Jun-14 | Estimated Useful Life (in years) | Weighted Average Remaining Useful Life (in years) | |||||||||
Definite-lived intangibles: | ||||||||||||
Reacquired franchise rights | $ | 1,384 | $ | — | 5 | 4.6 | ||||||
Dealer relationships | 29,853 | 27,392 | 15-Aug | 14.6 | ||||||||
Patent | 1,386 | 1,386 | 12 | 3.3 | ||||||||
Trade name | 24,567 | 24,567 | 15 | 6.3 | ||||||||
Non-compete agreement | 54 | — | 10 | 9.6 | ||||||||
Backlog | 96 | — | 0.3 | 0 | ||||||||
Total | 57,340 | 53,345 | ||||||||||
Less: Accumulated amortization | (42,879 | ) | (40,987 | ) | ||||||||
Total other intangible assets, net | $ | 14,461 | $ | 12,358 | ||||||||
Schedule of finite-lived intangible assets, future amortization expense | The estimated future amortization of definite-lived intangible assets is as follows: | |||||||||||
Fiscal years ending June 30: | ||||||||||||
Remainder of 2015 | $ | 550 | ||||||||||
2016 | 2,200 | |||||||||||
2017 | 2,200 | |||||||||||
2018 | 2,200 | |||||||||||
2019 | 2,093 | |||||||||||
Thereafter | 5,218 | |||||||||||
$ | 14,461 | |||||||||||
Product_Warranties_Tables
Product Warranties (Tables) | 9 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Product Warranties Disclosures [Abstract] | ||||||||
Product Warranties | Changes in the Company’s product warranty liability were as follows: | |||||||
As of March 31, 2015 | As of June 30, 2014 | |||||||
Beginning balance | $ | 6,164 | $ | 5,658 | ||||
Add: Additions to warranty provision | 2,069 | 2,907 | ||||||
Additions for Australian acquisition | 308 | — | ||||||
Less: Warranty claims paid | (1,926 | ) | (2,401 | ) | ||||
Ending balance | $ | 6,615 | $ | 6,164 | ||||
Financing_Tables
Financing (Tables) | 9 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of Debt | Outstanding debt consisted of the following: | |||||||
As of March 31, 2015 | As of June 30, 2014 | |||||||
Long-term debt | ||||||||
Revolving credit facility | $ | 10,000 | $ | — | ||||
10,000 | — | |||||||
Less current maturities | — | — | ||||||
Total debt less current maturities | $ | 10,000 | $ | — | ||||
Net_Earnings_Loss_Per_Share_Ta
Net Earnings (Loss) Per Share (Tables) | 9 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Schedule of Basic and Diluted Net Income per Share | Basic and diluted net earnings (loss) per share of Class A Common Stock for the three and nine months ended March 31, 2015 and from February 5, 2014 to March 31, 2014 have been computed as follows (in thousands, except share and per share amounts): | |||||||||||
Three Months Ended | Nine Months Ended | For Period From February 5, 2014 to March 31, 2014 | ||||||||||
March 31, 2015 | March 31, 2015 | |||||||||||
Basic: | ||||||||||||
Net income (loss) attributable to Malibu Boats, Inc. | $ | 4,365 | $ | 9,008 | $ | (370 | ) | |||||
Shares used in computing basic net income (loss) per share: | ||||||||||||
Weighted-average Class A Common Stock | 15,486,591 | 15,465,422 | 11,054,830 | |||||||||
Weighted-average participating restricted stock units convertible into Class A Common Stock | 63,265 | 62,410 | — | |||||||||
Basic weighted-average shares outstanding | 15,549,856 | 15,527,832 | 11,054,830 | |||||||||
Basic net income (loss) per share | $ | 0.28 | $ | 0.58 | $ | (0.03 | ) | |||||
Diluted: | ||||||||||||
Net income (loss) attributable to Malibu Boats, Inc. | $ | 4,365 | $ | 9,008 | $ | (370 | ) | |||||
Net income (loss) attributable to the non-controlling interest | — | — | (415 | ) | ||||||||
Net income (loss) | 4,365 | 9,008 | (785 | ) | ||||||||
Shares used in computing diluted net income (loss) per share: | ||||||||||||
Basic weighted-average shares outstanding | 15,549,856 | 15,527,832 | 11,054,830 | |||||||||
Weighted-average vested and non-vested non-controlling interest units convertible into Class A Common Stock | — | — | 10,973,646 | |||||||||
Weighted-average restricted shares issued for acquisition | 122,066 | 71,205 | — | |||||||||
Restricted stock units granted to employees | 4,321 | 1,278 | — | |||||||||
Diluted weighted-average shares outstanding 1 | 15,676,243 | 15,600,315 | 22,028,476 | |||||||||
Diluted net income (loss) per share | $ | 0.28 | $ | 0.58 | $ | (0.04 | ) | |||||
1 The Company excluded 7,001,844 potentially dilutive shares from the calculation of diluted net income (loss) per share for the three and nine months ended March 31, 2015, as these shares would have been antidilutive. No shares were deemed antidilutive for the period from the date of the Company's IPO on February 5, 2014 through March 31, 2014. |
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
Schedule of Segment Reporting Information, by Segment | The following tables present financial information for the Company’s reportable segments for the periods indicated: | |||||||||||||||
Three months ended March 31, 2015 | ||||||||||||||||
US | Australia | Eliminations | Total | |||||||||||||
Net sales | $ | 61,283 | $ | 5,287 | $ | (1,808 | ) | $ | 64,762 | |||||||
Affiliate (or intersegment) sales | 1,808 | (1,808 | ) | — | ||||||||||||
Net sales to external customers | 59,475 | 5,287 | 64,762 | |||||||||||||
Net income (loss) before provision for income taxes | 10,791 | 541 | (275 | ) | 11,057 | |||||||||||
Long-lived assets | 30,064 | 11,756 | — | 41,820 | ||||||||||||
Total assets | 139,806 | 19,108 | (18,680 | ) | 140,234 | |||||||||||
Year to date March 31, 2015 | ||||||||||||||||
US | Australia | Eliminations | Total | |||||||||||||
Net sales | $ | 162,032 | $ | 9,643 | $ | (3,770 | ) | $ | 167,905 | |||||||
Affiliate (or intersegment) sales | 3,770 | — | (3,770 | ) | — | |||||||||||
Net sales to external customers | 158,262 | 9,643 | — | 167,905 | ||||||||||||
Net income (loss) before provision for income taxes | 21,481 | 333 | (610 | ) | 21,204 | |||||||||||
Long-lived assets | 30,064 | 11,756 | — | 41,820 | ||||||||||||
Total assets | 139,806 | 19,108 | (18,680 | ) | 140,234 | |||||||||||
Organization_Basis_of_Presenta2
Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Details) (Class A Common Stock [Member], USD $) | Mar. 31, 2015 | Jun. 30, 2014 | Nov. 01, 2013 |
Class A Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Common stock, par value (per share) | $0.01 | $0.01 | $0.01 |
Organization_Basis_of_Presenta3
Organization, Basis of Presentation, and Summary of Significant Accounting Policies Tender Offer (Details) (USD $) | 0 Months Ended | |
In Millions, except Share data in Thousands, unless otherwise specified | Apr. 15, 2015 | Mar. 13, 2015 |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Stock Repurchase Program, Authorized Amount | $70,000 | |
Minimum [Member] | ||
Class of Stock [Line Items] | ||
stock repurchase per share | $21 | |
Maximum [Member] | ||
Class of Stock [Line Items] | ||
stock repurchase per share | $23.50 | |
Subsequent Event [Member] | Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Stock Repurchased During Period, Shares | 3,333 | |
stock repurchase per share | $21 |
Noncontrolling_Interest_Detail
Non-controlling Interest (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Jun. 30, 2014 |
Noncontrolling Interest [Line Items] | |||||
Number of LLC units outstanding | 22,611,153 | 22,611,153 | 22,437,938 | ||
Ownership In Malibu Boats Holdings, LLC | 100.00% | 100.00% | 100.00% | ||
Tax distributions payable to non-controlling LLC Unit holders | $915 | $0 | |||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||
Balance of non-controlling interest as of June 30, 2014 | 8,801 | ||||
Allocation of income to non-controlling LLC Unit holders for period | 3,278 | -617 | 6,600 | 9,782 | |
Balance of non-controlling interest as of March 31, 2015 | 13,799 | 13,799 | |||
Noncontrolling Interest in LLC [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Tax distributions paid to non-controlling LLC Unit holders | 687 | ||||
Tax distributions payable to non-controlling LLC Unit holders | 915 | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||
Distributions paid and payable to non-controlling LLC Unit holders for period | ($1,602) | ||||
Malibu Boat LLC [Member] | Noncontrolling Interest in LLC [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Number of LLC units outstanding | 7,001,844 | 7,001,844 | 11,373,737 | ||
Ownership In Malibu Boats Holdings, LLC | 31.00% | 31.00% | 50.70% | ||
Parent Company [Member] | Parent [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Number of LLC units outstanding | 15,609,309 | 15,609,309 | 11,064,201 | ||
Ownership In Malibu Boats Holdings, LLC | 69.00% | 69.00% | 49.30% | ||
Class A Common Stock [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
Issuance LLC Units (in shares) | 173,215 |
Acquisition_Details
Acquisition (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 5 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Oct. 23, 2014 | Mar. 31, 2015 | Jun. 30, 2014 |
Business Acquisition [Line Items] | |||||||
Goodwill | $12,772 | $12,772 | $12,772 | $5,718 | |||
Net sales | 64,762 | 50,293 | 167,905 | 137,535 | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 7,643 | -987 | 15,608 | 9,412 | |||
Australia Licensee [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination, consideration transferred | 16,229 | ||||||
Cash consideration paid | 13,305 | ||||||
Equity consideration paid | 2,924 | ||||||
Business combination, consideration transferred, equity valuation, duration | 20 days | ||||||
Business combination, consideration transferred, equity restriction, percentage | 71.43% | ||||||
Business combination, consideration transferred, equity restriction, period | 2 years | ||||||
Business acquisition, transaction Costs | 813 | ||||||
Class A Common Stock [Member] | Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Issuance of common stock (in shares) | 4,371,000 | ||||||
Class A Common Stock [Member] | Common Stock [Member] | Australia Licensee [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Issuance of common stock (in shares) | 170,889 | ||||||
Australia Segment [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | 8,046 | ||||||
Net sales | 5,287 | 9,643 | |||||
Australia Segment [Member] | Operating Segments [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Net sales | 5,287 | 9,643 | |||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $231 |
Acquisition_Estimated_fair_val
Acquisition Estimated fair value of the assets acquired and liabilities (Details) (USD $) | 0 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 23, 2014 | Mar. 31, 2015 | Jun. 30, 2014 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Goodwill | $12,772 | $5,718 | |
Australia Licensee [Member] | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||
Cash consideration paid | 13,305 | ||
Equity consideration paid | 2,924 | ||
Fair value of total consideration transferred | 16,229 | ||
Cash | 1,642 | ||
Accounts receivable | 878 | ||
Inventories | 5,023 | ||
Other current assets | 195 | ||
Net property, plant, and equipment | 1,191 | ||
Identifiable intangible assets | 4,558 | ||
Other assets | 45 | ||
Current liabilities | -3,908 | ||
Deferred tax liabilities | -1,407 | ||
Other liabilities | -34 | ||
Fair value of assets acquired and liabilities assumed | $8,183 |
Acquisition_Intangible_Assets_
Acquisition Intangible Assets Acquired (Details) (USD $) | 0 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Oct. 23, 2014 | Mar. 31, 2015 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Preliminary Estimates of Fair Value | $4,558 | |
Franchise Rights [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Preliminary Estimates of Fair Value | 1,579 | |
Finite-Lived Intangible Asset, Useful Life | 5 years | 5 years |
Dealer Relationship [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Preliminary Estimates of Fair Value | 2,808 | |
Finite-Lived Intangible Asset, Useful Life | 15 years | |
Noncompete Agreements [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Preliminary Estimates of Fair Value | 61 | |
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years |
Order or Production Backlog [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Preliminary Estimates of Fair Value | $110 | |
Finite-Lived Intangible Asset, Useful Life | 3 months 22 days | 3 months 22 days |
Acquisition_Pro_forma_Details
Acquisition Pro forma (Details) (USD $) | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Net sales | $64,762 | $50,293 | $167,905 | $137,535 | |
Net income | 7,643 | -987 | 15,608 | 9,412 | |
Net income (loss) attributable to Malibu Boats, Inc. | -370 | 4,365 | -370 | 9,008 | -370 |
Earnings per share, basic (in dollars per share) | ($0.03) | $0.28 | $0.58 | ||
Earnings per share, basic (in dollars per share) | ($0.04) | $0.28 | $0.58 | ||
Pro Forma [Member] | |||||
Net sales | 64,762 | 54,624 | 191,849 | 148,916 | |
Net income | 7,643 | -884 | 19,283 | 9,578 | |
Net income (loss) attributable to Malibu Boats, Inc. | $4,365 | ($319) | $12,215 | ($288) | |
Earnings per share, basic (in dollars per share) | $0.28 | ($0.03) | $0.80 | ($0.03) | |
Earnings per share, basic (in dollars per share) | $0.28 | ($0.01) | $0.80 | ($0.01) |
Inventories_Details
Inventories (Details) (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Raw materials | $16,891 | $9,786 |
Work in progress | 2,366 | 1,428 |
Finished goods | 3,637 | 2,440 |
Inventory obsolescence reserve | -1,323 | -764 |
Inventories, net | $21,571 | $12,890 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Jun. 30, 2014 |
Property, Plant and Equipment [Line Items] | |||||
Property equipment, gross | $23,492 | $23,492 | $18,081 | ||
Accumulated depreciation | -8,905 | -8,905 | -7,118 | ||
Property and equipment, net | 14,587 | 14,587 | 10,963 | ||
Depreciation | 622 | 445 | 1,791 | 1,127 | |
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 | 4,527 | 4,527 | 2,039 | ||
Machinery and equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property equipment, gross | 14,121 | 14,121 | 11,257 | ||
Furniture and fixtures [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property equipment, gross | 2,241 | 2,241 | 1,544 | ||
Construction in progress [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property equipment, gross | $2,349 | $2,349 | $2,987 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets - Carrying Amount of Goodwill (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Goodwill [Roll Forward] | |
Goodwill as of June 30, 2014 | $5,718 |
Addition related to acquisition of Malibu Boats Pty. Ltd. | 8,046 |
Effect of foreign currency changes on goodwill | -992 |
Goodwill as of March 31, 2015 | $12,772 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets - Other Intangible Assets (Details) (USD $) | 0 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Oct. 23, 2014 | Mar. 31, 2015 | Jun. 30, 2014 |
Goodwill [Line Items] | |||
Gross Carrying Amount | $57,340 | $53,345 | |
Accumulated Amortization | -42,879 | -40,987 | |
Total other intangible assets, net | 14,461 | 12,358 | |
Franchise Rights [Member] | |||
Goodwill [Line Items] | |||
Gross Carrying Amount | 1,384 | 0 | |
Estimated Useful Life (in years) | 5 years | 5 years | |
Weighted Average Remaining Useful Life (in years) | 4 years 6 months 23 days | ||
Dealer Relationship [Member] | |||
Goodwill [Line Items] | |||
Gross Carrying Amount | 29,853 | 27,392 | |
Estimated Useful Life (in years) | 15 years | ||
Weighted Average Remaining Useful Life (in years) | 14 years 6 months 23 days | ||
Patents [Member] | |||
Goodwill [Line Items] | |||
Gross Carrying Amount | 1,386 | 1,386 | |
Estimated Useful Life (in years) | 12 years | ||
Weighted Average Remaining Useful Life (in years) | 3 years 3 months 29 days | ||
Trade Names [Member] | |||
Goodwill [Line Items] | |||
Gross Carrying Amount | 24,567 | 24,567 | |
Estimated Useful Life (in years) | 15 years | ||
Weighted Average Remaining Useful Life (in years) | 6 years 3 months 29 days | ||
Noncompete Agreements [Member] | |||
Goodwill [Line Items] | |||
Gross Carrying Amount | 54 | 0 | |
Estimated Useful Life (in years) | 10 years | 10 years | |
Weighted Average Remaining Useful Life (in years) | 9 years 6 months 23 days | ||
Order or Production Backlog [Member] | |||
Goodwill [Line Items] | |||
Gross Carrying Amount | $96 | $0 | |
Estimated Useful Life (in years) | 3 months 22 days | 3 months 22 days | |
Weighted Average Remaining Useful Life (in years) | 0 years 0 months 1 day | ||
Minimum [Member] | Dealer Relationship [Member] | |||
Goodwill [Line Items] | |||
Estimated Useful Life (in years) | 8 years | ||
Maximum [Member] | Dealer Relationship [Member] | |||
Goodwill [Line Items] | |||
Estimated Useful Life (in years) | 15 years |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets - Intangible Assets - Future Amortization (Details) (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2015 | $550 | |
2016 | 2,200 | |
2017 | 2,200 | |
2018 | 2,200 | |
2019 | 2,093 | |
Thereafter | 5,218 | |
Net Book Value | $14,461 | $12,358 |
Goodwill_and_Other_Intangible_5
Goodwill and Other Intangible Assets - Textuals (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 23, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Preliminary Estimates of Fair Value | $4,558 | ||||
Amortization of intangible assets | $593 | $1,294 | $1,912 | $3,883 |
Product_Warranties_Details
Product Warranties (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Jun. 30, 2014 |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning balance | $6,164 | $5,658 |
Add: Additions to warranty provision | 2,069 | 2,907 |
Less: Warranty claims paid | -1,926 | -2,401 |
Ending balance | 6,615 | 6,164 |
Australia Licensee [Member] | ||
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Add: Additions to warranty provision | $308 | $0 |
Malibu boats [Member] | ||
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Standard product warranty, period | 3 years | |
Axis Products [Member] | ||
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Standard product warranty, period | 2 years |
Financing_LongTerm_Debt_Narrat
Financing (Long-Term Debt Narratives) (Details) (USD $) | 9 Months Ended | 3 Months Ended | |||
Mar. 31, 2015 | Jun. 30, 2014 | Mar. 31, 2015 | Sep. 30, 2014 | Oct. 01, 2014 | |
Line of Credit Facility [Line Items] | |||||
Credit agreement distributions allowable, amount | $2,000,000 | ||||
Amount available for dividend distribution without affecting capital adequacy requirements | 4,000,000 | 4,000,000 | |||
Less current maturities | 0 | 0 | 0 | ||
Total debt less current maturities | 10,000,000 | 0 | 10,000,000 | ||
Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 10,000,000 | ||||
Term Loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Extinguishment of Debt, Amount | 65,000,000 | ||||
Letter of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 3,000,000 | 3,000,000 | |||
Amount outstanding | 0 | 0 | |||
Swing Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 2,000,000 | 2,000,000 | |||
Amount outstanding | 0 | 0 | |||
Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||||
Minimum [Member] | Base Rate [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||||
Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.25% | ||||
Maximum [Member] | Base Rate [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||
Line of Credit [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 30,000,000 | 30,000,000 | |||
Line of credit facility, current borrowing capacity | $10,000,000 |
Financing_Debt_Details
Financing Debt (Details) (USD $) | Mar. 31, 2015 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $10,000 | $0 |
Less current maturities | 0 | 0 |
Total debt less current maturities | 10,000 | 0 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $10,000 | $0 |
Income_Taxes_and_Tax_Receivabl1
Income Taxes and Tax Receivable Agreement (Details) (USD $) | 9 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Jul. 15, 2014 | Jun. 30, 2014 | Oct. 23, 2014 | |
Entity Information [Line Items] | |||||
Deferred tax assets, valuation allowance | $0 | ||||
Effective tax rate | 26.40% | 0.80% | |||
Federal statutory income tax rate, percent | 35.00% | ||||
Adjustment of deferred tax (asset) liability | 844,000 | ||||
Deferred tax liabilities | 1,130,000 | 0 | |||
Tax receivable agreement, percentage of realized cash saving in tax to pass through | 85.00% | 85.00% | 85.00% | ||
Deferred tax asset | 55,053,000 | 21,452,000 | |||
Payable pursuant to tax receivable agreement | 47,664,000 | 13,636,000 | |||
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 | |||
Malibu Boats Pty Ltd [Member] | |||||
Entity Information [Line Items] | |||||
Deferred tax liabilities | $1,479,000 |
StockBased_Compensation_Narrat
Stock-Based Compensation Narrative (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average years outstanding for unvested awards | 1 year 6 months | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock compensation expense | $314,000 | $2,077,000 | $1,131,000 | $2,141,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,800,000 | |||||
Unrecognized compensation cost | 2,354,000 | 2,354,000 | 2,354,000 | 3,515,000 | ||
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 | 1,700,000 | 1,700,000 | |||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 1,588,079 | 1,588,079 | 1,588,079 | |||
Restricted stock award, forfeitures | ($30,000) | ($30,000) | ||||
Weighted average years outstanding for unvested awards | 3 years 2 months 12 days |
Net_Earnings_Loss_Per_Share_De
Net Earnings (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, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Basic: | |||||
Net income (loss) attributable to Malibu Boats, Inc. | ($370) | $4,365 | ($370) | $9,008 | ($370) |
Basic weighted-average shares outstanding | 11,054,830 | 15,549,856 | 15,527,832 | ||
Basic net income (loss) per share (in dollars per share) | ($0.03) | $0.28 | $0.58 | ||
Diluted: | |||||
Net income (loss) attributable to Malibu Boats, Inc. | -370 | 4,365 | -370 | 9,008 | -370 |
Net income (loss) attributable to the non-controlling interest | -415 | 0 | 0 | ||
Net Income (Loss) Available to Common Stockholders, Diluted | ($785) | $4,365 | $9,008 | ||
Weighted average shares outstanding used in computing net income per share, Basic (in shares) | 11,054,830 | 15,549,856 | 15,527,832 | ||
Diluted weighted-average shares outstanding | 22,028,476 | 15,676,243 | 15,600,315 | ||
Diluted net income (loss) per share (in dollars per share) | ($0.04) | $0.28 | $0.58 | ||
Antidilutive securities excluded from computation of earnings per share, amount | 7,001,844 | ||||
Class A Common Stock [Member] | |||||
Basic: | |||||
Basic weighted-average shares outstanding | 11,054,830 | 15,486,591 | 15,465,422 | ||
Diluted: | |||||
Weighted average shares outstanding used in computing net income per share, Basic (in shares) | 11,054,830 | 15,486,591 | 15,465,422 | ||
Restricted Stock Units (RSUs) [Member] | |||||
Diluted: | |||||
Weighted-average restricted shares. adjustments | 0 | 4,321 | 1,278 | ||
Fully Vested/Participating [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Basic: | |||||
Basic weighted-average shares outstanding | 63,265 | 62,410 | |||
Diluted: | |||||
Weighted average shares outstanding used in computing net income per share, Basic (in shares) | 63,265 | 62,410 | |||
Weighted-average vested and non-vested non-controlling interest units convertible into Class A Common Stock | 10,973,646 | 0 | 0 | ||
Fully Vested/Participating [Member] | Restricted Stock [Member] | |||||
Basic: | |||||
Basic weighted-average shares outstanding | 0 | ||||
Diluted: | |||||
Weighted average shares outstanding used in computing net income per share, Basic (in shares) | 0 | ||||
Australia Licensee [Member] | Restricted Stock [Member] | |||||
Diluted: | |||||
Weighted-average restricted shares. adjustments | 0 | 122,066 | 71,205 |
Commitment_and_Contingencies_D
Commitment and Contingencies (Details) (USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | Feb. 06, 2015 |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation settlement | $2,250 |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | 5 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Jun. 30, 2014 |
Segment Reporting Information [Line Items] | ||||||
Net Sales | $64,762 | $50,293 | $167,905 | $137,535 | ||
Net income (loss) before provision for income taxes | 11,057 | -911 | 21,204 | 9,488 | ||
Long-lived assets | 41,820 | 41,820 | 41,820 | |||
Total assets | 140,234 | 140,234 | 140,234 | 84,801 | ||
US [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net Sales | 59,475 | 158,262 | ||||
Net income (loss) before provision for income taxes | 10,791 | 21,481 | ||||
Long-lived assets | 30,064 | 30,064 | 30,064 | |||
Total assets | 139,806 | 139,806 | 139,806 | |||
Australia Segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net Sales | 5,287 | 9,643 | ||||
Net income (loss) before provision for income taxes | 541 | 333 | ||||
Long-lived assets | 11,756 | 11,756 | 11,756 | |||
Total assets | 19,108 | 19,108 | 19,108 | |||
Operating Segments [Member] | US [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net Sales | 61,283 | 162,032 | ||||
Operating Segments [Member] | Australia Segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net Sales | 5,287 | 9,643 | ||||
Intersegment Eliminations [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net Sales | -1,808 | -3,770 | ||||
Net income (loss) before provision for income taxes | -275 | -610 | ||||
Total assets | -18,680 | -18,680 | -18,680 | |||
Intersegment Eliminations [Member] | US [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net Sales | $1,808 | $3,770 |
Subsequent_Events_Details_Deta
Subsequent Events Details (Details) (USD $) | 0 Months Ended | 3 Months Ended | |||||||
Apr. 15, 2015 | Apr. 09, 2015 | Apr. 02, 2015 | Mar. 31, 2015 | Jul. 15, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Mar. 13, 2015 | Oct. 01, 2014 | |
Subsequent Event [Line Items] | |||||||||
Long-term Debt | 10,000,000 | $0 | |||||||
Common Unit, Outstanding | 22,611,153 | 22,437,938 | |||||||
Deferred tax asset | 55,053,000 | 21,452,000 | |||||||
Payable pursuant to tax receivable agreement | 47,664,000 | 13,636,000 | |||||||
Tax receivable agreement, percentage of realized cash saving in tax to pass through | 85.00% | 85.00% | 85.00% | ||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Treasury Stock, Value | 70,000,000 | ||||||||
Deferred tax asset | 26,798,000 | ||||||||
Payable pursuant to tax receivable agreement | 24,212,000 | ||||||||
Tax receivable agreement, percentage of realized cash saving in tax to pass through | 85.00% | ||||||||
Debt Instrument, Fee Amount | 1,100,000 | ||||||||
Term Loan [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Long-term Debt | 80,000,000 | ||||||||
Revolving Credit Facility [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | 10,000,000 | ||||||||
Revolving Credit Facility [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Amount outstanding | 10,000,000 | ||||||||
Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock Repurchase Program, Authorized Amount | 70,000,000,000 | ||||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock Repurchased During Period, Shares | 3,333,000 | ||||||||
stock repurchase per share | $21 | ||||||||
Payments for Repurchase of Private Placement | 728,000 | ||||||||
Common stock, shares issued | 2,603,000 | ||||||||
LLC Units [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion of Stock, Type of Stock Converted | 2,603,000 | ||||||||
Parent Company [Member] | LLC Units [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Unit, Outstanding | 14,879,000 | ||||||||
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions | 77.20% | ||||||||
Malibu Boat LLC [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Deferred tax asset | 56,802,000 | 38,499,000 | |||||||
Payable pursuant to tax receivable agreement | 47,664,000 | 34,028,000 | |||||||
Malibu Boat LLC [Member] | LLC Units [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Unit, Outstanding | 4,399,000 | ||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 22.80% | ||||||||
Line of Credit [Member] | Revolving Credit Facility [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | 30,000,000 | 30,000,000 | |||||||
Line of Credit Facility, Future Borrowing, Increase Limit | 10,000,000 | ||||||||
Line of Credit [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | 25,000,000 | ||||||||
Line of Credit Facility, Future Borrowing, Increase Limit | 50,000,000 | ||||||||
Minimum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
stock repurchase per share | $21 | ||||||||
Minimum [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | ||||||||
Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
stock repurchase per share | $23.50 | ||||||||
Maximum [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.40% | ||||||||
Base Rate [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||||||||
Base Rate [Member] | Minimum [Member] | Revolving Credit Facility [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||||||||
Base Rate [Member] | Minimum [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||||||
Base Rate [Member] | Maximum [Member] | Revolving Credit Facility [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||||||
Base Rate [Member] | Maximum [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||||||
London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||||||
London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | Revolving Credit Facility [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||||||||
London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | ||||||||
London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | Revolving Credit Facility [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.25% | ||||||||
London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | ||||||||
Debt Instrument, Redemption, Period One [Member] | Term Loan [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Periodic Payment | 1,500,000 | ||||||||
Debt Instrument, Redemption, Period Two [Member] | Term Loan [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Periodic Payment | 2,000,000 | ||||||||
Debt Instrument, Redemption, Period Three [Member] | Term Loan [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Periodic Payment | 2,500,000 |