Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2016 | Nov. 01, 2016 | |
Document Information [Line Items] | ||
Entity Registrant Name | MALIBU BOATS, INC. | |
Entity Central Index Key | 1,590,976 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Accelerated Filer | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 17,722,056 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 22 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||
Net sales | $ 62,021 | $ 57,240 |
Cost of sales | 46,198 | 42,530 |
Gross profit | 15,823 | 14,710 |
Operating expenses: | ||
Selling and marketing | 2,423 | 2,262 |
General and administrative | 6,064 | 4,626 |
Amortization | 550 | 547 |
Operating income | 6,786 | 7,275 |
Other (expense) income: | ||
Other | 17 | 7 |
Interest expense | (430) | (1,316) |
Other expense | (413) | (1,309) |
Income before provision for income taxes | 6,373 | 5,966 |
Provision for income taxes | 2,147 | 1,986 |
Net income | 4,226 | 3,980 |
Net income attributable to non-controlling interest | 446 | 422 |
Net income attributable to Malibu Boats, Inc. | 3,780 | 3,558 |
Comprehensive income: | ||
Net income | 4,226 | 3,980 |
Other comprehensive income (loss), net of tax: | ||
Change in cumulative translation adjustment | 357 | (1,257) |
Other comprehensive income (loss), net of tax | 357 | (1,257) |
Comprehensive income, net of tax | 4,583 | 2,723 |
Less: comprehensive income attributable to non-controlling interest, net of tax | 484 | 289 |
Comprehensive income attributable to Malibu Boats, Inc., net of tax | $ 4,099 | $ 2,434 |
Weighted average shares outstanding used in computing net income per share: | ||
Shares used in computing basic net income per share: (in shares) | 17,734,390 | 17,942,085 |
Weighted average shares outstanding used in computing net income per share, Diluted (in shares) | 17,761,768 | 17,948,835 |
Net income available to Class A Common Stock per share: | ||
Basic (in dollars per share) | $ 0.21 | $ 0.20 |
Diluted (in dollars per share) | $ 0.21 | $ 0.20 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 30, 2016 |
Current assets | ||
Cash | $ 16,293 | $ 25,921 |
Trade receivables, net | 15,593 | 14,690 |
Inventories, net | 24,293 | 20,431 |
Prepaid expenses and other current assets | 2,269 | 2,707 |
Income tax receivable | 392 | 965 |
Total current assets | 58,840 | 64,714 |
Property and equipment, net | 17,776 | 17,813 |
Goodwill | 12,646 | 12,470 |
Other intangible assets, net | 11,231 | 11,703 |
Deferred tax assets | 112,892 | 113,798 |
Other assets | 30 | 32 |
Total assets | 213,415 | 220,530 |
Current liabilities | ||
Current maturities of long-term debt | 1,117 | 8,000 |
Accounts payable | 18,332 | 16,158 |
Accrued expenses | 20,096 | 19,055 |
Income taxes and tax distribution payable | 523 | 427 |
Payable pursuant to tax receivable agreement, current portion | 4,189 | 4,189 |
Total current liabilities | 44,257 | 47,829 |
Deferred tax liabilities | 678 | 685 |
Payable pursuant to tax receivable agreement, less current portion | 89,561 | 89,561 |
Long-term debt, less current maturities | 55,030 | 63,086 |
Other long-term liabilities | 895 | 1,136 |
Total liabilities | 190,421 | 202,297 |
Commitments and contingencies | ||
Stockholders' Equity | ||
Preferred Stock, par value $0.01 per share; 25,000,000 shares authorized; no shares issued and outstanding as of September 30, 2016 and June 30, 2016 | 0 | 0 |
Additional paid in capital | 44,571 | 44,151 |
Accumulated other comprehensive loss | (2,114) | (2,471) |
Accumulated deficit | (24,522) | (28,302) |
Total stockholders' equity attributable to Malibu Boats, Inc. | 18,111 | 13,554 |
Non-controlling interest | 4,883 | 4,679 |
Total stockholders’ equity | 22,994 | 18,233 |
Total liabilities and stockholders' equity | 213,415 | 220,530 |
Class A Common Stock [Member] | ||
Stockholders' Equity | ||
Common stock | 176 | 176 |
Class B Common Stock [Member] | ||
Stockholders' Equity | ||
Common stock | $ 0 | $ 0 |
Condensed Consolidated Balance4
Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Jun. 30, 2015 |
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 | 17,699,056 | 17,690,874 |
Common stock, shares, outstanding | 17,699,056 | 17,690,874 |
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 | 23 | 23 |
Common stock, shares, outstanding | 23 | 23 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - 3 months ended Sep. 30, 2016 - USD ($) $ in Thousands | Total | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Accumulated Deficit [Member] | Noncontrolling Interest in LLC [Member] | Class A Common Stock [Member] | Class A Common Stock [Member]Common Stock [Member] | Class B Common Stock [Member] | Class B Common Stock [Member]Common Stock [Member] |
Balance at June 30, 2016 (in shares) at Jun. 30, 2016 | 17,690,000 | 23 | |||||||
Balance at June 30, 2016 at Jun. 30, 2016 | $ 18,233 | $ 44,151 | $ (2,471) | $ (28,302) | $ 4,679 | $ 176 | $ 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 4,226 | 3,780 | 446 | ||||||
Stock based compensation, net of withiholding taxes on vested restricted stock units (in shares) | 8,000 | ||||||||
Stock based compensation, net of withholding taxes on vested equity awards | 357 | 357 | $ 0 | ||||||
Issuances of equity for services (in shares) | 1,000 | ||||||||
Issuances of equity for services | 63 | 63 | |||||||
Distributions to LLC Unit holders | (242) | 0 | 0 | (242) | |||||
Change in cumulative translation adjustment | 357 | 357 | |||||||
Balance at September 30, 2016 (in shares) at Sep. 30, 2016 | 17,699,056 | 17,699,000 | 23 | 23 | |||||
Balance at September 30, 2016 at Sep. 30, 2016 | $ 22,994 | $ 44,571 | $ (2,114) | $ (24,522) | $ 4,883 | $ 176 | $ 0 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating activities: | ||
Net income | $ 4,226 | $ 3,980 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Non-cash compensation expense | 465 | 340 |
Depreciation | 968 | 775 |
Amortization of intangible assets | 550 | 547 |
Gain on sale-leaseback transaction | (3) | (3) |
Amortization of deferred financing costs | 61 | 66 |
Change in fair value of interest rate swap | (245) | 557 |
Deferred income taxes | 929 | 620 |
Gain on sale of equipment | (16) | 0 |
Change in operating assets and liabilities: | ||
Trade receivables | (899) | (1,790) |
Inventories | (3,834) | (3,700) |
Prepaid expenses and other assets | 440 | 61 |
Accounts payable | 2,183 | 5,430 |
Accrued expenses and other liabilities | 1,832 | (1,332) |
Net cash provided by operating activities | 6,657 | 5,551 |
Investing activities: | ||
Purchases of property and equipment | (860) | (1,287) |
Proceeds from sale or disposal of property, plant and equipment | 16 | 0 |
Net cash used in investing activities | (844) | (1,287) |
Financing activities: | ||
Principal payments on long-term borrowings | (15,000) | (1,500) |
Cash paid for withholding taxes on vested restricted stock | (108) | 0 |
Distributions to LLC Unit holders | (341) | (188) |
Net cash used in financing activities | (15,449) | (1,688) |
Effect of exchange rate changes on cash | 8 | (104) |
Changes in cash | (9,628) | 2,472 |
Cash—Beginning of period | 25,921 | 8,387 |
Cash—End of period | 16,293 | 10,859 |
Supplemental cash flow information: | ||
Cash paid for interest | 646 | 1,038 |
Cash paid for income taxes | 401 | 1,112 |
Non-cash investing and financing activities: | ||
Establishment of deferred tax assets from step-up in tax basis | 0 | 142 |
Establishment of amounts payable under tax receivable agreements | 0 | 118 |
Tax distributions payable to non-controlling LLC Unit holders | 242 | 262 |
Equity issued to directors for services | 63 | 63 |
Accrual for tax withholdings on vested restricted stock units | 0 | 80 |
Capital expenditures in accounts payable | $ 47 | $ 0 |
Organization, Basis of Presenta
Organization, Basis of Presentation, and Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2016 | |
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”), a Delaware corporation formed on November 1, 2013, is the sole managing member of Malibu Boats Holdings, LLC (the “LLC”). The Company operates and controls all of the LLC's business and affairs and, therefore, pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation , consolidates the financial results of the LLC and its subsidiaries, and records a non-controlling interest for the economic interest in the Company held by the non-controlling holders of units in the LLC (“LLC Units”). See Note 2. 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, the Company acquired all the 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 of the acquisition, the Company also consolidates the financial results of the Licensee. The Company reports its results of operations under two reportable segments called 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. Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“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, 2016 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 September 30, 2016 and the results of its operations and the cash flows for the three month periods ended September 30, 2016 and September 30, 2015 . Operating results for the three months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the full year ending June 30, 2017 . 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 unaudited condensed consolidated financial statements include the operations and accounts of the Company and all subsidiaries thereof. All intercompany balances and transactions have been eliminated upon consolidation. Recent Accounting Pronouncements In May 2014, the FASB and International Accounting Standards Board jointly issued a final standard on revenue recognition which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. This standard will supersede most current revenue recognition guidance. Under the new standard, entities are required to identify the contract with a customer; identify the separate performance obligations in the contract; determine the transaction price; allocate the transaction price to the separate performance obligations in the contract; and recognize the appropriate amount of revenue when (or as) the entity satisfies each performance obligation. Accounting Standards Update (“ASU”) 2014-09 will now become effective for fiscal years beginning after December 15, 2017. In August 2015, FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , to extend the mandatory effective date by one year. Entities have the option of using either retrospective transition or a modified approach in applying the new standard. The Company is currently evaluating the approach it will use to apply the new standard and the impact that the adoption of the new standard will have on the Company’s consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory . This ASU changes the measurement principle for inventories valued under the FIFO or weighted-average methods from the lower of cost or market to the lower of cost and net realizable value. Net realizable value is defined by the FASB as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This ASU does not change the measurement principles for inventories valued under the last-in, first-out (“LIFO”) method. This amendment is effective for fiscal years beginning after December, 15, 2016, including interim periods within those fiscal years and should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact of adopting this ASU, but does not expect it will have a material impact. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . This guidance establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently assessing the potential impact of this ASU on its consolidated financial statements and footnote disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . This ASU is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years with early adoption permitted. This guidance provides specific classification of how certain cash receipts and cash payments are presented in the statement of cash flows. The ASU should be applied using a retrospective transition method. If it is impracticable to apply the amendments retrospectively for some of the cash flow issues, the amendments for those issues should then be applied prospectively at the earliest date practicable. The Company is currently assessing the potential impact of this ASU on its presentation of the consolidated financial statements. There are no other new accounting pronouncements that are expected to have a significant impact on the Company's unaudited condensed consolidated financial statements and related disclosures. |
Non-controlling Interest
Non-controlling Interest | 3 Months Ended |
Sep. 30, 2016 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interest | Non-controlling Interest The non-controlling interest on the unaudited 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 unaudited 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 September 30, 2016 As of June 30, 2016 Units Ownership % Units Ownership % Non-controlling LLC Unit holders ownership in Malibu Boats Holdings, LLC 1,404,923 7.4 % 1,404,923 7.4 % Malibu Boats, Inc. ownership in Malibu Boats Holdings, LLC 17,699,056 92.6 % 17,690,874 92.6 % 19,103,979 100.0 % 19,095,797 100.0 % The changes in the balance of the Company's non-controlling interest are as follows: Balance of non-controlling interest as of June 30, 2016 $ 4,679 Allocation of income to non-controlling LLC Unit holders for period 446 Distributions paid and payable to non-controlling LLC Unit holders for period (242 ) Balance of non-controlling interest as of September 30, 2016 $ 4,883 Issuance of Additional LLC Units Under the first amended and restated limited liability 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 three months ended September 30, 2016 , the LLC issued a total of 11,581 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 the issuance of Class A Common Stock for the vesting of awards granted under the Malibu Boats, Inc. Long-Term Incentive Plan (the "Incentive Plan") |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Sep. 30, 2016 | |
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 three months ended September 30, 2016 were as follows: Goodwill as of June 30, 2016 $ 12,470 Effect of foreign currency changes on goodwill 176 Goodwill as of September 30, 2016 $ 12,646 The components of other intangible assets were as follows: As of September 30, 2016 As of June 30, 2016 Estimated Useful Life (in years) Weighted Average Remaining Useful Life (in years) Reacquired franchise rights $ 1,374 $ 1,339 5 3.1 Dealer relationships 29,835 29,773 8-15 13.1 Patent 1,386 1,386 12 1.8 Trade name 24,667 24,667 15 4.9 Non-compete agreement 53 52 10 8.1 Backlog 95 93 0.3 0.0 Total 57,410 57,310 Less: Accumulated amortization (46,179 ) (45,607 ) Total other intangible assets, net $ 11,231 $ 11,703 Amortization expense recognized on all amortizable intangibles was $550 and $547 for the three months ended September 30, 2016 and 2015 . The estimated future amortization of definite-lived intangible assets is as follows: Fiscal years ending June 30: Remainder of 2017 $ 1,652 2018 2,203 2019 2,097 2020 1,898 2021 1,813 Thereafter 1,568 $ 11,231 |
Inventories
Inventories | 3 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories, net consisted of the following: As of September 30, 2016 As of June 30, 2016 Raw materials $ 17,031 $ 14,858 Work in progress 2,581 1,250 Finished goods 4,681 4,323 Total inventories $ 24,293 $ 20,431 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net consisted of the following: As of September 30, 2016 As of June 30, 2016 Land $ 254 $ 254 Leasehold improvements 7,208 7,168 Machinery and equipment 21,091 20,035 Furniture and fixtures 2,790 2,765 Construction in process 172 356 31,515 30,578 Less: Accumulated depreciation (13,739 ) (12,765 ) Property and equipment, net $ 17,776 $ 17,813 Depreciation expense was $968 and $775 for the three months ended September 30, 2016 and 2015 , substantially all of which was recorded in cost of goods sold. |
Product Warranties
Product Warranties | 3 Months Ended |
Sep. 30, 2016 | |
Product Warranties Disclosures [Abstract] | |
Product Warranties | Product Warranties Effective for model year 2016, the Company began providing a limited warranty for a period up to five years for both Malibu and Axis brand boats. For model years prior to 2016, the Company provided a limited warranty for a period of up to three years for its Malibu brand boats and two 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 claims trends and analytical tools to assist in determining the appropriate warranty liability. Changes in the Company’s product warranty liability were as follows: Three Months Ended September 30, 2016 September 30, 2015 Beginning balance $ 8,083 $ 6,610 Add: Warranty expense 1,869 1,595 Less: Warranty claims paid (1,219 ) (1,025 ) Ending balance $ 8,733 $ 7,180 |
Financing
Financing | 3 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Financing | Financing Outstanding debt consisted of the following: As of September 30, 2016 As of June 30, 2016 Term loan $ 57,000 $ 72,000 Less unamortized debt issuance costs (853 ) (914 ) Total debt 56,147 71,086 Less current maturities (1,117 ) (8,000 ) Long term debt less current maturities $ 55,030 $ 63,086 Long-Term Debt Amended and Restated Line of Credit and Term Loan. On April 2, 2015, Malibu Boats, LLC (the "Borrower"), a wholly owned subsidiary of the 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 “Amended and Restated Credit Agreement”). The obligations of Malibu Boats LLC under the Amended and Restated Credit Agreement are currently guaranteed by its parent, the LLC, and its subsidiary, Malibu Boats Domestic International Sales Corp. and Malibu Australian Acquisition Corp. Malibu Boats, Inc. is not a party to the Amended and Restated 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 Boats 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 April 2, 2020. The Amended and Restated Credit Agreement is comprised of a $25,000 revolving commitment, none of which was outstanding as of September 30, 2016 , and a $80,000 term loan, which was subject to quarterly installments of $1,500 per quarter until March 31, 2016. The quarterly installments are now $2,000 per quarter until March 31, 2019 and $2,500 per quarter thereafter. 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 1.00% (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 weighted average interest rate on the term loan was 3.00% for the three month period ended September 30, 2016 . The Company also has a swingline line of credit from SunTrust Bank in the principal amount of up to $5,000 due on or before April 2, 2020. Any amounts drawn under the swingline line of credit reduce the capacity under the revolving credit facility. As of September 30, 2016 , the Company had no outstanding balance under the swingline facility. Under the Amended and Restated Credit Agreement, the Company also has the ability to issue letters of credit up to $5,000 . This letter of credit availability may be reduced by borrowings under the revolving line of credit. The Company’s access to these letters of credit expires April 2, 2020 with the expiration of access to the revolving commitment. As of September 30, 2016 , the Company had issued letters of credit for $100 . The Amended and Restated Credit Agreement permits prepayment without any penalties. It also requires 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. It contains certain customary representations and warranties, and notice requirements for the occurrence of specific events such as the occurrence of any event of default, or pending or threatened litigation. The Amended and Restated 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 Amended and Restated 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 Amended and Restated 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 Amended and Restated 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, 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, the LLC may make dividends and distributions of up to $6,000 in any fiscal year and dividends and distributions up to $15,000 in connection with the Company's stock repurchase program, in each case, 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. In connection with the Amended and Restated Credit Agreement, the Company capitalized $1,224 in deferred financing costs. These costs are being amortized over the term of the Amended and Restated Credit Agreement into interest expense using the effective interest method and presented as a direct offset to the total debt outstanding as of September 30, 2016 . On August 4, 2016, in accordance with the Amended and Restated Credit Agreement, the Company exercised its option to prepay $15,000 of its outstanding term loan and elected to apply this prepayment to principal installments through June 30, 2018. As of September 30, 2016 , the Company included $1,117 of long term debt as current due to the consolidated excess cash flow prepayment requirement under the terms of its Amended and Restated Credit Agreement. Covenant Compliance As of September 30, 2016 , the Company is in full compliance with the terms of the Amended and Restated Credit Agreement, including all related covenants. Interest Rate Swap On July 1, 2015, the Company entered into a five year floating to fixed interest rate swap with an effective start date of July 1, 2015. The swap is based on a one-month LIBOR rate versus a 1.52% fixed rate on a notional value of $39,250 , which under terms of the Amended and Restated Credit Agreement is equal to 50% of the outstanding balance of the term loan at the time of the swap arrangement. Under ASC Topic 815, Derivatives and Hedging, all derivative instruments are recorded on the consolidated balance sheets at fair value as either short term or long term assets or liabilities based on their anticipated settlement date. Refer to Fair Value Measurements in Note 9. The Company has elected not to designate its interest rate swap as a hedge; therefore, changes in the fair value of the derivative instrument are being recognized in earnings in the Company's unaudited condensed consolidated statements of operations and comprehensive income (loss). During the three months ended September 30, 2016 and September 30, 2015 , the Company recorded a gain of $245 and a loss of $557 , respectively, for the change in fair value of the interest rate swap, which is included in interest expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss). As of September 30, 2016 and June 30, 2016 the the fair value of the swap liability was $618 and $863 , respectively. |
Tax Receivable Agreement Liabil
Tax Receivable Agreement Liability | 3 Months Ended |
Sep. 30, 2016 | |
Tax Receivable Agreement [Abstract] | |
Tax Receivable Agreement Liability | Tax Receivable Agreement Liability The Company has a 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 contractual payment obligations are obligations of the Company and not of the LLC. The Company's Tax Receivable Agreement liability was determined on an undiscounted basis in accordance with ASC 450, Contingencies , since the contractual payment obligations were deemed to be probable and reasonably estimable. 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 following table reflects the changes to the Company's Tax Receivable Agreement liability: As of September 30, 2016 As of June 30, 2016 Beginning balance $ 93,750 $ 96,470 Additions to tax receivable agreement: Exchange of LLC Units for Class A Common Stock — 111 Payments under tax receivable agreement — (2,831 ) 93,750 93,750 Less current portion under tax receivable agreement (4,189 ) (4,189 ) Ending balance $ 89,561 $ 89,561 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. As of September 30, 2016 , the Company recorded deferred tax assets of $111,060 associated with basis differences in assets upon acquiring an interest in Malibu Boats Holdings, LLC and pursuant to making an election under Section 754 of the Internal Revenue Code of 1986 (the "Internal Revenue Code"), as amended. The aggregate Tax Receivable Agreement liability represents 85% of the tax benefits that the Company expects to receive in connection with the Section 754 election. In accordance with the Tax Receivable Agreement, the next annual payment is anticipated approximately 75 days after filing the federal tax return due on March 15, 2017. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements In determining the fair value of certain assets and liabilities, the Company employs a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. As defined in ASC Topic 820, Fair Value Measurements and Disclosures , fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). Financial assets and financial liabilities recorded on the consolidated balance sheets at fair value are categorized based on the reliability of inputs to the valuation techniques as follows: • Level 1—Financial assets and financial liabilities whose values are based on unadjusted quoted prices in active markets for identical assets. • Level 2—Financial assets and financial liabilities whose values are based on quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in non-active markets; or valuation models whose inputs are observable, directly or indirectly, for substantially the full term of the asset or liability. • Level 3—Financial assets and financial liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect the Company’s estimates of the assumptions that market participants would use in valuing the financial assets and financial liabilities. The hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Assets and liabilities that had recurring fair value measurements were as follows: Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) As of September 30, 2016: Interest rate swap not designated as cash flow hedge $ 618 $ — $ 618 $ — Total liabilities at fair value $ 618 $ — $ 618 $ — As of June 30, 2016: Interest rate swap not designated as cash flow hedge $ 863 $ — $ 863 $ — Total liabilities at fair value $ 863 $ — $ 863 $ — Fair value measurements for the Company’s interest rate swap are classified under Level 2 because such measurements are based on significant other observable inputs. There were no transfers of assets or liabilities between Level 1 and Level 2 as of September 30, 2016 or June 30, 2016 . The Company’s nonfinancial assets and liabilities that have nonrecurring fair value measurements include property, plant and equipment, goodwill and intangibles. In assessing the need for goodwill impairment, management relies on a number of factors, including operating results, business plans, economic projections, anticipated future cash flows, transactions and marketplace data. Accordingly, these fair value measurements fall in Level 3 of the fair value hierarchy. The Company generally uses projected cash flows, discounted as necessary, to estimate the fair values of property, plant and equipment and intangibles using key inputs such as management’s projections of cash flows on a held-and-used basis (if applicable), management’s projections of cash flows upon disposition and discount rates. Accordingly, these fair value measurements fall in Level 3 of the fair value hierarchy. These assets and certain liabilities are measured at fair value on a nonrecurring basis as part of the Company’s impairment assessments and as circumstances require. |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Income Taxes Malibu Boats, Inc. is taxed as a C corporation for U.S. income tax purposes and is therefore subject to both federal and state taxation at a corporate level. The LLC continues to operate in the United States as a partnership for U.S. federal income tax purposes. Income taxes are computed in accordance with ASC Topic 740, Income Taxes , and reflect the net tax effects of temporary differences between the financial reporting carrying amounts of assets and liabilities and the corresponding income tax amounts. The Company has deferred tax assets and liabilities and maintains valuation allowances where it is more likely than not that all or a portion of deferred tax assets will not be realized. To the extent the Company determines that it will not realize the benefit of some or all of its deferred tax assets, such deferred tax assets will be adjusted through the Company’s provision for income taxes in the period in which this determination is made. As of September 30, 2016 and June 30, 2016, the Company maintained a valuation allowance of $9,700 against deferred tax assets related to state net operating losses and future amortization deductions (with respect to the Section 754 election) that are reported in the Tennessee corporate tax return without offsetting income, which is taxable at the LLC. 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. For the three months ended September 30, 2016 and 2015 , the Company's effective tax rate was 33.7% and 33.3% , respectively. The principal differences in the Company's effective tax rate with comparable historical periods presented and the statutory federal income tax rate of 35% 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 state taxes. The Company's effective tax rate for the three months ended September 30, 2016 and 2015 also reflects the impact of the Company's share of the LLC's permanent items such as non-deductible stock compensation expense attributable to profits interests. Additionally, the Company's effective tax rate for the three months ended September 30, 2016 includes the benefit of deductions under Section 199 of the Internal Revenue Code. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Sep. 30, 2016 | |
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 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 September 30, 2016 , 1,391,469 shares remain available for future issuance under the Incentive Plan. On November 6, 2015, the Company granted 130,564 restricted stock unit and restricted stock awards to certain key employees. The grant date fair value of these awards was $1,994 based on a stock price of $15.27 per share on the date of grant. Under the terms of the agreements, approximately 12% of the awards vested immediately on the grant date, approximately 38% vest in substantially equal annual installments over a three or four year period, and the remaining 50% of the awards vest in tranches based on the achievement of annual or cumulative performance targets. Compensation costs associated with performance based awards are recognized over the requisite service period based on probability of achievement in accordance with ASC Topic 718, Compensation—Stock Compensation . On September 14, 2016, 18,863 restricted stock units and restricted stock awards vested based on a stock price of $14.10 for the achievement of the Company's annual performance target. Readers should refer to Note 14 to the fiscal 2016 audited consolidated financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2016, for additional information related to the Company's other awards and the Incentive Plan. The following is a summary of the changes in non-vested restricted stock units and restricted stock awards for the three months ended September 30, 2016 : Number of Restricted Stock Units and Restricted Stock Awards Outstanding Weighted Average Grant Date Fair Value Total Non-vested Restricted Stock Units as of June 30, 2016 140,908 $ 16.17 Granted 3,171 14.90 Vested (22,034 ) (15.22 ) Forfeited (975 ) (20.18 ) Total Non-vested Restricted Stock Units as of September 30, 2016 121,070 $ 16.28 Stock compensation expense attributable to the Company's share-based equity awards was $465 and $340 for the three months ended September 30, 2016 and 2015, respectively. Stock compensation expense attributed to share-based 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 unaudited condensed consolidated statement of operations and comprehensive income (loss). The cash flow effects resulting from share-based awards were reflected as noncash operating activities. As of September 30, 2016 and June 30, 2016 , unrecognized compensation cost related to nonvested, share-based compensation was $1,646 and $2,131 , respectively. As of September 30, 2016 , the weighted average years outstanding for unvested awards under the Incentive Plan was 2.5 . All awards under the previously existing LLC Agreement were fully vested as of September 30, 2016. During the three months ended September 30, 2016 , the Company withheld approximately 8,062 shares at an aggregate cost of approximately $108 , as permitted by the applicable equity award agreements, to satisfy employee tax withholding requirements for employee share-based equity awards that have vested and were issued. Awards vesting during the three months ended September 30, 2016 include 3,171 fully vested restricted stock units issued to non-employee directors for their services as directors for the Company. |
Net Earnings Per Share
Net Earnings Per Share | 3 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Earnings Per Share | Net Earnings Per Share Basic net earnings per share of Class A Common Stock is computed by dividing net earnings attributable to the Company's earnings by the weighted average number of shares of Class A Common Stock outstanding during the period. The weighted average number of shares of Class A Common Stock outstanding used in computing basic net earnings per share includes fully vested restricted stock units awarded to directors that are entitled to participate in distributions to common stockholders through receipt of additional units of equivalent value to the dividends paid to Class A Common stockholders . 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. Diluted net earnings per share of Class A Common Stock is computed similarly to basic net earnings per share except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents using the treasury method, if dilutive. The Company’s LLC Units are considered common stock equivalents for this purpose. The number of additional shares of Class A Common Stock related to these common stock equivalents is calculated using the treasury stock method. Basic and diluted net earnings per share of Class A Common Stock for the three months ended September 30, 2016 and 2015 have been computed as follows (in thousands, except share and per share amounts): Three Months Ended September 30, 2016 September 30, 2015 Basic: Net income attributable to Malibu Boats, Inc. $ 3,780 $ 3,558 Shares used in computing basic net income per share: Weighted-average Class A Common Stock 17,620,852 17,869,406 Weighted-average participating restricted stock units convertible into Class A Common Stock 113,538 72,679 Basic weighted-average shares outstanding 17,734,390 17,942,085 Basic net income per share $ 0.21 $ 0.20 Diluted: Net income attributable to Malibu Boats, Inc. $ 3,780 $ 3,558 Shares used in computing diluted net income per share: Basic weighted-average shares outstanding 17,734,390 17,942,085 Restricted stock units granted to employees 27,378 6,750 Diluted weighted-average shares outstanding 1 17,761,768 17,948,835 Diluted net income per share $ 0.21 $ 0.20 1 The Company excluded 1,462,150 and 1,416,973 potentially dilutive shares from the calculation of diluted net income per share for the three months ended September 30, 2016 and 2015 , as these shares would have been antidilutive. The shares of Class B Common Stock do not share in the earnings or losses of Malibu Boats, Inc. and are therefore not included in the calculation. Accordingly, basic and diluted net earnings per share of Class B Common Stock has not been presented. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Sep. 30, 2016 | |
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 unaudited condensed 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 unaudited condensed consolidated statement of operations and comprehensive income (loss). No units were repurchased during the three months ended September 30, 2016 . During the fiscal year ended June 30, 2016 , the Company agreed to repurchase three units from the lender of two of its former dealers. Other than these repurchase commitments, the Company has not repurchased another unit from lenders since July 1, 2010. Accordingly, the Company did not carry a reserve for repurchases as of September 30, 2016 or June 30, 2016 , respectively. Contingencies Certain conditions may exist which could result in a loss, but which will only be resolved when future events occur. The Company, in consultation with its legal counsel, assesses such contingent liabilities, and such assessments inherently involve an exercise of judgment. If the assessment of a contingency indicates that it is probable that a loss has been incurred, the Company accrues for such contingent loss when it can be reasonably estimated. If the assessment indicates that a potentially material loss contingency is not probable but reasonably estimable, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. Estimates of potential legal fees and other directly related costs associated with contingencies are not accrued but rather are expensed as incurred. Except as disclosed below under "Legal Proceedings," management does not believe there are any pending claims (asserted or unasserted) at September 30, 2016 (unaudited) or June 30, 2016 that may have a material adverse impact on the Company’s financial condition, results of operations or cash flows. Legal Proceedings On June 29, 2015, the Company filed suit against MasterCraft Boat Company, LLC, or "MasterCraft," in the U.S. District Court for the Eastern District of Tennessee, seeking monetary and injunctive relief. The Company's complaint alleged MasterCraft's infringement of a utility patent related to wake surfing technology (U.S. Patent No. 8,578,873). MasterCraft denied liability arising from the causes of action alleged in the Company's complaint and filed a counterclaim alleging non-infringement and invalidity of the asserted patent. On August 13, 2015, MasterCraft filed a motion for summary judgment of non-infringement, which the Company opposed. On February 11, 2016, the Court denied MasterCraft’s motion for summary judgment as premature, without prejudice to MasterCraft re-filing the motion after claim construction and further discovery. On December 11, 2015, the Court issued a scheduling order setting deadlines for discovery and other events in the litigation, leading up to a trial beginning on May 1, 2017. The parties are currently engaged in fact discovery and claim construction proceedings. The Company intends to vigorously pursue this litigation to enforce its rights in its patented technology and believes that MasterCraft's counterclaims are without merit. On February 16, 2016, the Company filed a second suit against MasterCraft in the U.S. District Court for the Eastern District of Tennessee, seeking monetary and injunctive relief. The Company’s complaint alleges MasterCraft’s infringement of another utility patent related to wake surfing technology (U.S. Patent No. 9,260,161). On March 14, 2016, MasterCraft filed a partial motion to dismiss, asking the Court to dismiss the Company’s claim for willful infringement. The Court has not yet decided MasterCraft’s motion to dismiss. On the same date, MasterCraft filed a motion for an extension of time to respond to the rest of the Company’s complaint, which the Court granted on June 16, 2016. Other than the motion to dismiss the Company’s claim for willful infringement, MasterCraft has not yet responded to the Company’s complaint. On October 5, 2016, the parties filed a joint motion to bifurcate any antitrust counterclaim; the Court has not yet ruled on that motion. On June 7, 2016, the Court issued a scheduling order setting deadlines for discovery and other events in the litigation, leading up to a trial beginning on October 30, 2017. The parties are currently engaged in fact discovery. The Company intends to vigorously pursue this litigation to enforce its rights in its patented technology and believes that MasterCraft’s threatened counterclaims are without merit. On May 18, 2016, MasterCraft filed two petitions with the U.S. Patent and Trademark Office, or “PTO,” requesting institution of Inter Partes Review, or “IPR,” of the Company’s U.S. Pat. No. 8,578,873, the patent at issue in the first Tennessee lawsuit. On August 23, 2016, the Company filed its preliminary responses to the IPR petitions. The PTO has not yet decided whether to institute the IPRs. On September 30, 2015, Great Wakes Boating, Inc. filed suit against the Company, Sunny Marine, LLC, Norris Companies a/k/a Norris Docks, LLC, Wayne Wilson, Scott Davenport and certain former employees of the Company and other individuals, in the Chancery Court for Anderson County, Tennessee seeking monetary and injunctive relief. The suit alleged inducement to breach contract, misrepresentation, promissory estoppel, violations of the Tennessee Uniform Trade Secrets Act and civil conspiracy by the Company and Messrs. Wilson, and Davenport. Great Wakes voluntarily dismissed its lawsuit without prejudice against all parties on June 22, 2016. If the claims are revived by Great Wakes, the Company believes the claims are without merit and plans to vigorously defend any lawsuit. On April 22, 2014, Marine Power, a former supplier of engines to the Company, initiated a lawsuit against the Company in the U.S. District Court for the Eastern District of Tennessee seeking monetary damages. On July 10, 2015, the Company filed an Answer and Counterclaim in the lawsuit filed by Marine Power. The Company denied any liability arising from the causes of action alleged by Marine Power. The lawsuit proceeded to trial on August 8, 2016. On August 18, 2016, in connection with a judgment rendered against the Company in a litigation with Marine Power, the Company recorded a charge of $3,268 during the three months ended June, 30, 2016. The Company filed post-trial motions. Depending on the outcome of post-trial motions, the Company will consider seeking appellate review. On August 26, 2016, Wizard Lake Marine Inc. and Wizard Lake Marine (B.C.) Inc., collectively “Wizard Lake”, a former dealer of the Company’s, initiated a lawsuit against the Company in the Court of Queen’s Bench of Alberta, Canada seeking monetary damages. The suit alleged breach of contract, wrongful termination, misrepresentation, breach of duty of good faith, and intentional interference. Wizard Lake is asking for damages of $8,717 . The Company denies any liability arising from the causes of action alleged by Wizard Lake and plans to vigorously defend the lawsuit. |
Segment Information
Segment Information | 3 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The following tables present financial information for the Company’s reportable segments for the three months ended September 30, 2016 and 2015, respectively and the Company’s financial position at September 30, 2016 and June 30, 2016, respectively: Three Months Ended September 30, 2016 U.S. Australia Eliminations Total Net sales $ 58,768 $ 5,495 $ (2,242 ) $ 62,021 Affiliate (or intersegment) sales 2,242 — (2,242 ) — Net sales to external customers 56,526 5,495 — 62,021 Income (loss) before provision for income taxes 6,059 386 (72 ) 6,373 Three Months Ended September 30, 2015 U.S. Australia Eliminations Total Net sales $ 53,895 $ 4,770 $ (1,425 ) $ 57,240 Affiliate (or intersegment) sales 1,425 — (1,425 ) — Net sales to external customers 52,470 4,770 — 57,240 Income before provision for income taxes 5,789 58 119 5,966 As of September 30, 2016 As of June 30, 2016 Assets U.S. $ 212,954 $ 220,817 Australia 17,739 17,130 Eliminations (17,278 ) (17,417 ) Total assets $ 213,415 $ 220,530 |
Organization, Basis of Presen21
Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“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, 2016 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 September 30, 2016 and the results of its operations and the cash flows for the three month periods ended September 30, 2016 and September 30, 2015 . Operating results for the three months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the full year ending June 30, 2017 . 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 unaudited condensed consolidated financial statements include the operations and accounts of the Company and all subsidiaries thereof. All intercompany balances and transactions have been eliminated upon consolidation. |
Recent accounting pronouncements | Recent Accounting Pronouncements In May 2014, the FASB and International Accounting Standards Board jointly issued a final standard on revenue recognition which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. This standard will supersede most current revenue recognition guidance. Under the new standard, entities are required to identify the contract with a customer; identify the separate performance obligations in the contract; determine the transaction price; allocate the transaction price to the separate performance obligations in the contract; and recognize the appropriate amount of revenue when (or as) the entity satisfies each performance obligation. Accounting Standards Update (“ASU”) 2014-09 will now become effective for fiscal years beginning after December 15, 2017. In August 2015, FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , to extend the mandatory effective date by one year. Entities have the option of using either retrospective transition or a modified approach in applying the new standard. The Company is currently evaluating the approach it will use to apply the new standard and the impact that the adoption of the new standard will have on the Company’s consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory . This ASU changes the measurement principle for inventories valued under the FIFO or weighted-average methods from the lower of cost or market to the lower of cost and net realizable value. Net realizable value is defined by the FASB as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This ASU does not change the measurement principles for inventories valued under the last-in, first-out (“LIFO”) method. This amendment is effective for fiscal years beginning after December, 15, 2016, including interim periods within those fiscal years and should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact of adopting this ASU, but does not expect it will have a material impact. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . This guidance establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently assessing the potential impact of this ASU on its consolidated financial statements and footnote disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . This ASU is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years with early adoption permitted. This guidance provides specific classification of how certain cash receipts and cash payments are presented in the statement of cash flows. The ASU should be applied using a retrospective transition method. If it is impracticable to apply the amendments retrospectively for some of the cash flow issues, the amendments for those issues should then be applied prospectively at the earliest date practicable. The Company is currently assessing the potential impact of this ASU on its presentation of the consolidated financial statements. There are no other new accounting pronouncements that are expected to have a significant impact on the Company's unaudited condensed consolidated financial statements and related disclosures. |
Non-controlling Interest (Table
Non-controlling Interest (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interest | The ownership of Malibu Boats Holdings, LLC is summarized as follows: As of September 30, 2016 As of June 30, 2016 Units Ownership % Units Ownership % Non-controlling LLC Unit holders ownership in Malibu Boats Holdings, LLC 1,404,923 7.4 % 1,404,923 7.4 % Malibu Boats, Inc. ownership in Malibu Boats Holdings, LLC 17,699,056 92.6 % 17,690,874 92.6 % 19,103,979 100.0 % 19,095,797 100.0 % |
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, 2016 $ 4,679 Allocation of income to non-controlling LLC Unit holders for period 446 Distributions paid and payable to non-controlling LLC Unit holders for period (242 ) Balance of non-controlling interest as of September 30, 2016 $ 4,883 |
Goodwill and Other Intangible23
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the three months ended September 30, 2016 were as follows: Goodwill as of June 30, 2016 $ 12,470 Effect of foreign currency changes on goodwill 176 Goodwill as of September 30, 2016 $ 12,646 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | The components of other intangible assets were as follows: As of September 30, 2016 As of June 30, 2016 Estimated Useful Life (in years) Weighted Average Remaining Useful Life (in years) Reacquired franchise rights $ 1,374 $ 1,339 5 3.1 Dealer relationships 29,835 29,773 8-15 13.1 Patent 1,386 1,386 12 1.8 Trade name 24,667 24,667 15 4.9 Non-compete agreement 53 52 10 8.1 Backlog 95 93 0.3 0.0 Total 57,410 57,310 Less: Accumulated amortization (46,179 ) (45,607 ) Total other intangible assets, net $ 11,231 $ 11,703 |
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 2017 $ 1,652 2018 2,203 2019 2,097 2020 1,898 2021 1,813 Thereafter 1,568 $ 11,231 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories, net consisted of the following: As of September 30, 2016 As of June 30, 2016 Raw materials $ 17,031 $ 14,858 Work in progress 2,581 1,250 Finished goods 4,681 4,323 Total inventories $ 24,293 $ 20,431 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment, net consisted of the following: As of September 30, 2016 As of June 30, 2016 Land $ 254 $ 254 Leasehold improvements 7,208 7,168 Machinery and equipment 21,091 20,035 Furniture and fixtures 2,790 2,765 Construction in process 172 356 31,515 30,578 Less: Accumulated depreciation (13,739 ) (12,765 ) Property and equipment, net $ 17,776 $ 17,813 |
Product Warranties (Tables)
Product Warranties (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Product Warranties Disclosures [Abstract] | |
Product Warranties | Changes in the Company’s product warranty liability were as follows: Three Months Ended September 30, 2016 September 30, 2015 Beginning balance $ 8,083 $ 6,610 Add: Warranty expense 1,869 1,595 Less: Warranty claims paid (1,219 ) (1,025 ) Ending balance $ 8,733 $ 7,180 |
Financing (Tables)
Financing (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Outstanding debt consisted of the following: As of September 30, 2016 As of June 30, 2016 Term loan $ 57,000 $ 72,000 Less unamortized debt issuance costs (853 ) (914 ) Total debt 56,147 71,086 Less current maturities (1,117 ) (8,000 ) Long term debt less current maturities $ 55,030 $ 63,086 |
Tax Receivable Agreement Liab28
Tax Receivable Agreement Liability (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Tax Receivable Agreement [Abstract] | |
Tax Receivable Agreement Liability | The following table reflects the changes to the Company's Tax Receivable Agreement liability: As of September 30, 2016 As of June 30, 2016 Beginning balance $ 93,750 $ 96,470 Additions to tax receivable agreement: Exchange of LLC Units for Class A Common Stock — 111 Payments under tax receivable agreement — (2,831 ) 93,750 93,750 Less current portion under tax receivable agreement (4,189 ) (4,189 ) Ending balance $ 89,561 $ 89,561 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities on Recurring Basis | Assets and liabilities that had recurring fair value measurements were as follows: Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) As of September 30, 2016: Interest rate swap not designated as cash flow hedge $ 618 $ — $ 618 $ — Total liabilities at fair value $ 618 $ — $ 618 $ — As of June 30, 2016: Interest rate swap not designated as cash flow hedge $ 863 $ — $ 863 $ — Total liabilities at fair value $ 863 $ — $ 863 $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Summary of the Changes in Non-vested Restricted | The following is a summary of the changes in non-vested restricted stock units and restricted stock awards for the three months ended September 30, 2016 : Number of Restricted Stock Units and Restricted Stock Awards Outstanding Weighted Average Grant Date Fair Value Total Non-vested Restricted Stock Units as of June 30, 2016 140,908 $ 16.17 Granted 3,171 14.90 Vested (22,034 ) (15.22 ) Forfeited (975 ) (20.18 ) Total Non-vested Restricted Stock Units as of September 30, 2016 121,070 $ 16.28 |
Net Earnings Per Share (Tables)
Net Earnings Per Share (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income per Share | Basic and diluted net earnings per share of Class A Common Stock for the three months ended September 30, 2016 and 2015 have been computed as follows (in thousands, except share and per share amounts): Three Months Ended September 30, 2016 September 30, 2015 Basic: Net income attributable to Malibu Boats, Inc. $ 3,780 $ 3,558 Shares used in computing basic net income per share: Weighted-average Class A Common Stock 17,620,852 17,869,406 Weighted-average participating restricted stock units convertible into Class A Common Stock 113,538 72,679 Basic weighted-average shares outstanding 17,734,390 17,942,085 Basic net income per share $ 0.21 $ 0.20 Diluted: Net income attributable to Malibu Boats, Inc. $ 3,780 $ 3,558 Shares used in computing diluted net income per share: Basic weighted-average shares outstanding 17,734,390 17,942,085 Restricted stock units granted to employees 27,378 6,750 Diluted weighted-average shares outstanding 1 17,761,768 17,948,835 Diluted net income per share $ 0.21 $ 0.20 1 The Company excluded 1,462,150 and 1,416,973 potentially dilutive shares from the calculation of diluted net income per share for the three months ended September 30, 2016 and 2015 , as these shares |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following tables present financial information for the Company’s reportable segments for the three months ended September 30, 2016 and 2015, respectively and the Company’s financial position at September 30, 2016 and June 30, 2016, respectively: Three Months Ended September 30, 2016 U.S. Australia Eliminations Total Net sales $ 58,768 $ 5,495 $ (2,242 ) $ 62,021 Affiliate (or intersegment) sales 2,242 — (2,242 ) — Net sales to external customers 56,526 5,495 — 62,021 Income (loss) before provision for income taxes 6,059 386 (72 ) 6,373 Three Months Ended September 30, 2015 U.S. Australia Eliminations Total Net sales $ 53,895 $ 4,770 $ (1,425 ) $ 57,240 Affiliate (or intersegment) sales 1,425 — (1,425 ) — Net sales to external customers 52,470 4,770 — 57,240 Income before provision for income taxes 5,789 58 119 5,966 As of September 30, 2016 As of June 30, 2016 Assets U.S. $ 212,954 $ 220,817 Australia 17,739 17,130 Eliminations (17,278 ) (17,417 ) Total assets $ 213,415 $ 220,530 |
Organization, Basis of Presen33
Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Sep. 30, 2016Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 2 |
Non-controlling Interest Owners
Non-controlling Interest Ownership (Details) - shares | Sep. 30, 2016 | Jun. 30, 2016 |
Noncontrolling Interest [Line Items] | ||
Common Unit, Outstanding | 19,103,979 | 19,095,797 |
Ownership In Malibu Boats Holdings, LLC | 100.00% | 100.00% |
Malibu Boat LLC [Member] | Noncontrolling Interest in LLC [Member] | ||
Noncontrolling Interest [Line Items] | ||
Common Unit, Outstanding | 1,404,923 | 1,404,923 |
Ownership In Malibu Boats Holdings, LLC | 7.40% | 7.40% |
Parent Company [Member] | Parent [Member] | ||
Noncontrolling Interest [Line Items] | ||
Common Unit, Outstanding | 17,699,056 | 17,690,874 |
Ownership In Malibu Boats Holdings, LLC | 92.60% | 92.60% |
Non-controlling Interest Change
Non-controlling Interest Change in Non-controling interest Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | |
Noncontrolling Interest [Line Items] | |||
Number of LLC units outstanding (in shares) | 19,103,979 | 19,095,797 | |
Ownership In Malibu Boats Holdings, LLC | 100.00% | 100.00% | |
Tax distributions payable to non-controlling LLC Unit holders | $ 242 | $ 262 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Balance of non-controlling interest as of June 30, 2016 | 4,679 | ||
Allocation of income to non-controlling LLC Unit holders for period | 446 | 422 | |
Distributions paid and payable to non-controlling LLC Unit holders for period | (242) | ||
Balance of non-controlling interest as of September 30, 2016 | 4,883 | ||
Noncontrolling Interest in LLC [Member] | |||
Noncontrolling Interest [Line Items] | |||
Tax distributions paid to non-controlling LLC Unit holders | 341 | 150 | |
Tax distributions payable to non-controlling LLC Unit holders | 242 | $ 262 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Distributions paid and payable to non-controlling LLC Unit holders for period | $ (242) | ||
Malibu Boat LLC [Member] | Noncontrolling Interest in LLC [Member] | |||
Noncontrolling Interest [Line Items] | |||
Number of LLC units outstanding (in shares) | 1,404,923 | 1,404,923 | |
Ownership In Malibu Boats Holdings, LLC | 7.40% | 7.40% | |
Parent Company [Member] | Parent [Member] | |||
Noncontrolling Interest [Line Items] | |||
Number of LLC units outstanding (in shares) | 17,699,056 | 17,690,874 | |
Ownership In Malibu Boats Holdings, LLC | 92.60% | 92.60% | |
Class A Common Stock [Member] | |||
Noncontrolling Interest [Line Items] | |||
Issuance LLC Units (in shares) | 11,581 | ||
Class A Common Stock [Member] | |||
Noncontrolling Interest [Line Items] | |||
Common Shares, Canceled (in shares) | (3,399,000) |
Non-controlling Interest Narrat
Non-controlling Interest Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Noncontrolling Interest [Line Items] | ||
Tax distributions payable to non-controlling LLC Unit holders | $ 242 | $ 262 |
Noncontrolling Interest in LLC [Member] | ||
Noncontrolling Interest [Line Items] | ||
Tax distributions payable to non-controlling LLC Unit holders | 242 | 262 |
Tax distributions paid to non-controlling LLC Unit holders | $ 341 | $ 150 |
Class A Common Stock [Member] | ||
Noncontrolling Interest [Line Items] | ||
Issuance LLC Units (in shares) | 11,581 | |
Class A Common Stock [Member] | ||
Noncontrolling Interest [Line Items] | ||
Treasury Stock, Shares, Retired | 3,399,000 |
Acquisition (Details)
Acquisition (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 12,646 | $ 12,470 | |
Net sales | 62,021 | $ 57,240 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 4,226 | 3,980 | |
Operating Segments [Member] | |||
Business Acquisition [Line Items] | |||
Net sales | 62,021 | 57,240 | |
Australia Segment [Member] | |||
Business Acquisition [Line Items] | |||
Net sales | 5,495 | 4,770 | |
Australia Segment [Member] | Operating Segments [Member] | |||
Business Acquisition [Line Items] | |||
Net sales | $ 5,495 | $ 4,770 |
Acquisition Estimated fair valu
Acquisition Estimated fair value of the assets acquired and liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 30, 2016 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||
Goodwill | $ 12,646 | $ 12,470 |
Acquisition Intangible Assets A
Acquisition Intangible Assets Acquired (Details) | 3 Months Ended |
Sep. 30, 2016 | |
Franchise Rights [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Useful Life (in years) | 5 years |
Noncompete Agreements [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Useful Life (in years) | 10 years |
Order or Production Backlog [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Useful Life (in years) | 3 months 22 days |
Acquisition Pro forma (Details)
Acquisition Pro forma (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Business Acquisition [Line Items] | ||
Net sales | $ 62,021 | $ 57,240 |
Net income | 4,226 | 3,980 |
Net income attributable to Malibu Boats, Inc. | $ 3,780 | $ 3,558 |
Basic (in dollars per share) | $ 0.21 | $ 0.20 |
Diluted (in dollars per share) | $ 0.21 | $ 0.20 |
Goodwill and Other Intangible41
Goodwill and Other Intangible Assets - Carrying Amount of Goodwill (Details) $ in Thousands | 3 Months Ended |
Sep. 30, 2016USD ($) | |
Goodwill [Roll Forward] | |
Goodwill as of June 30, 2016 | $ 12,470 |
Effect of foreign currency changes on goodwill | 176 |
Goodwill as of September 30, 2016 | $ 12,646 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 30, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 17,031 | $ 14,858 |
Work in progress | 2,581 | 1,250 |
Finished goods | 4,681 | 4,323 |
Total inventories | $ 24,293 | $ 20,431 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 30, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property equipment, gross | $ 31,515 | $ 30,578 |
Accumulated depreciation | (13,739) | (12,765) |
Property and equipment, net | 17,776 | 17,813 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property equipment, gross | 254 | 254 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property equipment, gross | 7,208 | 7,168 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property equipment, gross | 21,091 | 20,035 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property equipment, gross | 2,790 | 2,765 |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property equipment, gross | $ 172 | $ 356 |
Goodwill and Other Intangible44
Goodwill and Other Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Jun. 30, 2016 | |
Goodwill [Line Items] | ||
Gross Carrying Amount | $ 57,410 | $ 57,310 |
Accumulated Amortization | (46,179) | (45,607) |
Total other intangible assets, net | 11,231 | 11,703 |
Franchise Rights [Member] | ||
Goodwill [Line Items] | ||
Gross Carrying Amount | $ 1,374 | 1,339 |
Estimated Useful Life (in years) | 5 years | |
Weighted Average Remaining Useful Life (in years) | 3 years 23 days | |
Dealer Relationship [Member] | ||
Goodwill [Line Items] | ||
Gross Carrying Amount | $ 29,835 | 29,773 |
Weighted Average Remaining Useful Life (in years) | 13 years 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) | 1 year 9 months 29 days | |
Trade Names [Member] | ||
Goodwill [Line Items] | ||
Gross Carrying Amount | $ 24,667 | 24,667 |
Estimated Useful Life (in years) | 15 years | |
Weighted Average Remaining Useful Life (in years) | 4 years 10 months 29 days | |
Noncompete Agreements [Member] | ||
Goodwill [Line Items] | ||
Gross Carrying Amount | $ 53 | 52 |
Estimated Useful Life (in years) | 10 years | |
Weighted Average Remaining Useful Life (in years) | 8 years 23 days | |
Order or Production Backlog [Member] | ||
Goodwill [Line Items] | ||
Gross Carrying Amount | $ 95 | $ 93 |
Estimated Useful Life (in years) | 3 months 22 days | |
Weighted Average Remaining Useful Life (in years) | 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 |
Property and Equipment Narrativ
Property and Equipment Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 968 | $ 775 |
Goodwill and Other Intangible46
Goodwill and Other Intangible Assets - Intangible Assets - Future Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 30, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2016 | $ 1,652 | |
2,017 | 2,203 | |
2,018 | 2,097 | |
2,019 | 1,898 | |
2,020 | 1,813 | |
Thereafter | 1,568 | |
Net Book Value | $ 11,231 | $ 11,703 |
Goodwill and Other Intangible47
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 550 | $ 547 |
Product Warranties (Details)
Product Warranties (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning balance | $ 8,083 | $ 6,610 |
Add: Warranty expense | 1,869 | 1,595 |
Less: Warranty claims paid | (1,219) | (1,025) |
Ending balance | $ 8,733 | $ 7,180 |
Product Warranties Narrative (D
Product Warranties Narrative (Details) | 3 Months Ended |
Sep. 30, 2016 | |
Malibu and Axis Products MY16 and subsequent [Member] | |
Product Warranty Liability [Line Items] | |
Standard product warranty, period | 5 years |
Malibu boats MY15 and prior [Member] | |
Product Warranty Liability [Line Items] | |
Standard product warranty, period | 3 years |
Axis boats MY15 and prior [Member] | |
Product Warranty Liability [Line Items] | |
Standard product warranty, period | 2 years |
Financing Debt (Details)
Financing Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Change in fair value of interest rate swap | $ 245 | $ (557) | |
Repayments of Long-term Debt | 15,000 | 1,500 | |
Long-term Debt, Gross | 57,000 | $ 72,000 | |
Derivative, Gain on Derivative | (245) | ||
Term loan | 56,147 | 71,086 | |
Less current maturities | (1,117) | (8,000) | |
Long term debt less current maturities | 55,030 | 63,086 | |
Change in fair value of interest rate swap | $ 557 | ||
Interest Rate Swap [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swap not designated as cash flow hedge | 618 | ||
Change in fair value of interest rate swap | 863 | ||
New Accounting Principles, Early Adoption [Domain] | April 2015 Term Loan [Member] [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Deferred Finance Costs, Net | $ (853) | $ (914) |
Financing (Long-Term Debt Narra
Financing (Long-Term Debt Narratives) (Details) - USD ($) | Jul. 01, 2015 | Apr. 02, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 |
Line of Credit Facility [Line Items] | |||||
Long-term Debt | $ 56,147,000 | $ 71,086,000 | |||
Credit agreement distributions allowable, amount | 2,000,000 | ||||
Amount available for dividend distribution without affecting capital adequacy requirements | 6,000,000 | ||||
Derivative, term of contract | 5 years | ||||
Fixed quarterly interest rate | 1.52% | ||||
Derivative notional amount | $ 39,250 | ||||
Outstanding balance, percent | 50.00% | ||||
Change in fair value of interest rate swap | $ (557,000) | ||||
Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 25,000,000 | ||||
Amount outstanding | 0 | ||||
Term Loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Long-term Debt | $ 80,000,000 | ||||
Letter of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 5,000,000 | ||||
Amount outstanding | 100,000 | ||||
Swing Line of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 5,000,000 | ||||
Amount outstanding | $ 0 | ||||
Long-term Debt [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Long-term debt, weighted average interest rate | 3.00% | ||||
London Interbank Offered Rate (LIBOR) [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1.00% | ||||
Base Rate [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 0.50% | ||||
Minimum [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility, unused capacity, commitment fee percentage | 0.25% | ||||
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 | 2.00% | ||||
Minimum [Member] | Base Rate [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1.00% | ||||
Maximum [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility, unused capacity, commitment fee percentage | 0.40% | ||||
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 | 2.75% | ||||
Maximum [Member] | Base Rate [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1.75% | ||||
Debt Instrument, Redemption, Period One [Member] | Long-term Debt [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, periodic payment | $ 1,500,000 | ||||
Debt Instrument, Redemption, Period Two [Member] | Long-term Debt [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, periodic payment | 2,000,000 | ||||
Debt Instrument, Redemption, Period Three [Member] | Long-term Debt [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, periodic payment | 2,500,000 | ||||
U.S. Segment [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Deferred finance costs | $ 1,224,000 | ||||
Class A Common Stock [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Stock repurchase program, authorized amount | $ 15,000 |
Tax Receivable Agreement Liab52
Tax Receivable Agreement Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | |
Tax Receivable Agreement [Roll Forward] | |||
Beginning balance | $ 89,561 | ||
Payments under tax receivable agreement | 0 | $ (2,831) | |
Payable Pursuant To Tax Receivable Agreement | 93,750 | 93,750 | $ 96,470 |
Less current portion under tax receivable agreement | (4,189) | (4,189) | |
Ending balance | 89,561 | 89,561 | |
Exchange of LLC Units for Class A Shares [Member] | |||
Tax Receivable Agreement [Roll Forward] | |||
Additions to tax receivable agreement: | $ 0 | $ 111 |
Tax Receivable Agreement Liab53
Tax Receivable Agreement Liability Narrative (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Tax Receivable Agreement [Abstract] | |
Tax receivable agreement, percentage of realized cash saving in tax to pass through | 85.00% |
Deferred tax assets, investment in subsidiaries | $ 111,060 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Recurring [member] - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 30, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap not designated as cash flow hedge | $ 618 | $ 863 |
Total liabilities at fair value | 618 | 863 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap not designated as cash flow hedge | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap not designated as cash flow hedge | 618 | 863 |
Total liabilities at fair value | 618 | 863 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap not designated as cash flow hedge | 0 | 0 |
Total liabilities at fair value | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |||
Deferred tax assets, valuation allowance | $ 9,700,000 | $ 9,700,000 | |
Effective income tax rate reconciliation, percent | 33.70% | 33.30% | |
Effective income tax rate reconciliation, at federal statutory income tax rate, percent | 35.00% |
Stock-Based Compensation Summar
Stock-Based Compensation Summary of Changes in Non-vested Restricted Shares (Details) - $ / shares | Nov. 06, 2015 | Sep. 30, 2016 |
Number of Restricted Stock Units and Restricted Stock Awards Outstanding | ||
Forfeited (in shares) | (975) | |
Restricted Stock [Member] | ||
Number of Restricted Stock Units and Restricted Stock Awards Outstanding | ||
Total Non-vested Restricted Stock Units as of June 30, 2016 (in shares) | 140,908 | |
Granted (in shares) | 3,171 | |
Vested (in shares) | (22,034) | |
Total Non-vested Restricted Stock Units as of September 30, 2016 (in shares) | 121,070 | |
Weighted Average Grant Date Fair Value | ||
Total Non-vested Restricted Stock Units as of June 30, 2016 (in usd per share) | $ 16.17 | |
Granted (in usd per share) | $ 15.27 | 14.90 |
Vested (in usd per share) | (15.22) | |
Forfeited (in usd per share) | (20.18) | |
Total Non-vested Restricted Stock Units as of September 30, 2016 (in usd per share) | $ 16.28 |
Stock-Based Compensation Narrat
Stock-Based Compensation Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 14, 2016 | Nov. 06, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | Jan. 01, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Cash paid for withholding taxes on vested restricted stock | $ 108 | $ 0 | ||||
Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Non-Option equity instruments, granted (in shares) | 130,564 | |||||
Equity instruments other than options, grants in period, grant date fair value | $ 1,994 | |||||
Granted (in usd per share) | $ 15.27 | $ 14.90 | ||||
Vested (in shares) | 22,034 | |||||
Stock compensation expense | $ 465 | $ 340 | ||||
Unrecognized compensation cost | $ 1,646 | $ 2,131 | ||||
Shares paid for tax withholding for share based compensation (in shares) | 8,062 | |||||
Cash paid for withholding taxes on vested restricted stock | $ 108 | |||||
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 (in shares) | 1,700,000 | |||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 1,391,469 | |||||
Weighted average years outstanding for unvested awards | 2 years 6 months | |||||
Long-Term Incentive Plan [Member] | Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuances of equity for services (in shares) | 3,171 | |||||
Share-based Compensation Award, Tranche One [Member] | Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting rights, percentage | 12.00% | |||||
Share-based Compensation Award, Tranche Two [Member] | Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting rights, percentage | 38.00% | |||||
Share-based Compensation Award, Tranche Three [Member] | Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting rights, percentage | 50.00% | |||||
November 6, 2015 Grant [Member] | Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in usd per share) | $ 14.10 | |||||
Vested (in shares) | 18,863 | |||||
Minimum [Member] | Share-based Compensation Award, Tranche Two [Member] | Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 3 years | |||||
Maximum [Member] | Share-based Compensation Award, Tranche Two [Member] | Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 4 years |
Net Earnings Per Share (Details
Net Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Basic: | ||
Net income attributable to Malibu Boats, Inc. | $ 3,780 | $ 3,558 |
Basic weighted-average shares outstanding | 17,734,390 | 17,942,085 |
Basic net income (loss) per share (in dollars per share) | $ 0.21 | $ 0.20 |
Diluted: | ||
Net income attributable to Malibu Boats, Inc. | $ 3,780 | $ 3,558 |
Shares used in computing basic net income per share: | 17,734,390 | 17,942,085 |
Weighted average shares outstanding used in computing net income per share, Diluted (in shares) | 17,761,768 | 17,948,835 |
Diluted net income (loss) per share (in dollars per share) | $ 0.21 | $ 0.20 |
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 1,462,150 | 1,416,973 |
Class A Common Stock [Member] | ||
Basic: | ||
Basic weighted-average shares outstanding | 17,620,852 | 17,869,406 |
Diluted: | ||
Shares used in computing basic net income per share: | 17,620,852 | 17,869,406 |
Restricted Stock Units (RSUs) [Member] | ||
Diluted: | ||
Weighted-average restricted shares. adjustments | 27,378 | 6,750 |
Fully Vested/Participating [Member] | Restricted Stock Units (RSUs) [Member] | ||
Basic: | ||
Basic weighted-average shares outstanding | 113,538 | 72,679 |
Diluted: | ||
Shares used in computing basic net income per share: | 113,538 | 72,679 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Thousands | Aug. 18, 2016USD ($) | Sep. 30, 2016USD ($)Members | Mar. 31, 2016Members |
Commitments and Contingencies Disclosure [Abstract] | |||
Repurchase units, number | Members | 0 | 3 | |
Repurchase dealers, number | Members | 2 | ||
Litigation settlement | $ | $ 3,268 | ||
Loss contingency, damages sought | $ | $ 8,717 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||
Net Sales | $ 62,021 | $ 57,240 |
Income before provision for income taxes | 6,373 | 5,966 |
US [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 56,526 | 52,470 |
Income before provision for income taxes | 6,059 | 5,789 |
Australia Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 5,495 | 4,770 |
Income before provision for income taxes | 386 | 58 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 62,021 | 57,240 |
Operating Segments [Member] | US [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 58,768 | 53,895 |
Operating Segments [Member] | Australia Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 5,495 | 4,770 |
Intersegment Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | (2,242) | (1,425) |
Income before provision for income taxes | (72) | 119 |
Intersegment Eliminations [Member] | US [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | $ 2,242 | $ 1,425 |
Segment Information Assets (Det
Segment Information Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 30, 2016 |
Segment Reporting Information [Line Items] | ||
Assets | $ 213,415 | $ 220,530 |
US [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 212,954 | 220,817 |
Australia Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 17,739 | 17,130 |
Intersegment Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | $ (17,278) | $ (17,417) |