Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2017 | Nov. 06, 2017 | |
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, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Accelerated Filer | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,374,103 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 17 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||
Net sales | $ 103,541 | $ 62,021 |
Cost of sales | 80,618 | 46,198 |
Gross profit | 22,923 | 15,823 |
Operating expenses: | ||
Selling and marketing | 3,589 | 2,423 |
General and administrative | 7,074 | 6,064 |
Amortization | 1,308 | 550 |
Operating income | 10,952 | 6,786 |
Other expense, net: | ||
Other (expense) income | (2,597) | 17 |
Interest expense | (2,199) | (430) |
Other expense, net | (4,796) | (413) |
Income before (benefit) provision for income taxes | 6,156 | 6,373 |
(Benefit) provision for income taxes | (258) | 2,147 |
Net income | 6,414 | 4,226 |
Net income attributable to non-controlling interest | 529 | 446 |
Net income attributable to Malibu Boats, Inc. | 5,885 | 3,780 |
Comprehensive income: | ||
Net income | 6,414 | 4,226 |
Other comprehensive income, net of tax: | ||
Change in cumulative translation adjustment | 300 | 357 |
Other comprehensive income, net of tax | 300 | 357 |
Comprehensive income, net of tax | 6,714 | 4,583 |
Less: comprehensive income attributable to non-controlling interest, net of tax | 554 | 484 |
Comprehensive income attributable to Malibu Boats, Inc., net of tax | $ 6,160 | $ 4,099 |
Weighted average shares outstanding used in computing net income per share: | ||
Shares used in computing basic net income per share: (in shares) | 19,178,756 | 17,734,390 |
Weighted average shares outstanding used in computing net income per share, Diluted (in shares) | 19,303,794 | 17,761,768 |
Net income available to Class A Common Stock per share: | ||
Basic (in dollars per share) | $ 0.31 | $ 0.21 |
Diluted (in dollars per share) | $ 0.31 | $ 0.21 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Jun. 30, 2017 |
Current assets | ||
Cash | $ 18,424 | $ 32,822 |
Trade receivables, net | 17,357 | 9,846 |
Inventories, net | 42,751 | 23,835 |
Prepaid expenses and other current assets | 4,937 | 2,470 |
Income tax receivable | 26 | 1,111 |
Total current assets | 83,495 | 70,084 |
Property, plant and equipment, net | 37,608 | 24,123 |
Goodwill | 32,614 | 12,692 |
Intangible Assets, Net (Excluding Goodwill) | 98,241 | 9,597 |
Deferred tax assets | 109,410 | 107,088 |
Other assets | 113 | 79 |
Total assets | 361,481 | 223,663 |
Current liabilities | ||
Current maturities of long-term debt | 0 | 0 |
Accounts payable | 24,314 | 12,722 |
Accrued expenses | 27,341 | 21,616 |
Income taxes and tax distribution payable | 1,152 | 515 |
Payable pursuant to tax receivable agreement, current portion | 4,332 | 4,332 |
Total current liabilities | 57,139 | 39,185 |
Deferred tax liabilities | 541 | 552 |
Payable pursuant to tax receivable agreement, less current portion | 80,693 | 77,959 |
Long-term debt | 108,207 | 53,403 |
Other long-term liabilities | 394 | 328 |
Total liabilities | 246,974 | 171,427 |
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, 2017 and June 30, 2017 | 0 | 0 |
Additional paid in capital | 106,719 | 50,836 |
Accumulated other comprehensive loss | (1,702) | (2,002) |
Accumulated earnings | 6,003 | 151 |
Total stockholders' equity attributable to Malibu Boats, Inc. | 111,222 | 49,164 |
Non-controlling interest | 3,285 | 3,072 |
Total stockholders’ equity | 114,507 | 52,236 |
Total liabilities and stockholders' equity | 361,481 | 223,663 |
Class A Common Stock | ||
Stockholders' Equity | ||
Common stock | 202 | 179 |
Class B Common Stock | ||
Stockholders' Equity | ||
Common stock | $ 0 | $ 0 |
Condensed Consolidated Balance4
Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | 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 | ||
Common stock, par value (per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 20,285,007 | 17,937,687 |
Common stock, shares, outstanding | 20,285,007 | 17,937,687 |
Class B Common Stock | ||
Common stock, par value (per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 18 | 19 |
Common stock, shares, outstanding | 18 | 19 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - 3 months ended Sep. 30, 2017 - USD ($) $ in Thousands | Total | Additional Paid In Capital | Accumulated Other Comprehensive Loss | Accumulated Earnings | Non-controlling LLC Unit holders ownership in Malibu Boats Holdings, LLC | Class A Common Stock | Class A Common StockCommon Stock | Class B Common Stock | Class B Common StockCommon Stock |
Balance at June 30, 2017 (in shares) at Jun. 30, 2017 | 17,938,000 | 19 | |||||||
Balance at June 30, 2017 at Jun. 30, 2017 | $ 52,236 | $ 50,836 | $ (2,002) | $ 151 | $ 3,072 | $ 179 | $ 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 6,414 | 5,885 | 529 | ||||||
Stock based compensation, net of withiholding taxes on vested restricted stock units (in shares) | (2,000) | ||||||||
Stock based compensation, net of withholding taxes on vested equity awards | 131 | 131 | |||||||
Issuances of equity for services (in shares) | 1,000 | ||||||||
Issuances of equity for services | 62 | 62 | |||||||
Issuance of Class A common stock for Acquisition (in shares) | 39,000 | ||||||||
Issuance of Class A common stock for Acquisition | 1,000 | 1,000 | |||||||
Issuance of Class A common stock for offerings, net of underwriting discounts (in shares) | 2,300,000 | ||||||||
Issuance of Class A common stock for offerings, net of underwriting discounts | 55,317 | 55,294 | $ 23 | ||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | (650) | (650) | |||||||
Increase in payable pursuant to the tax receivable agreement | (119) | (119) | |||||||
Increase in deferred tax asset from step-up in tax basis | 142 | 142 | |||||||
Exchange of LLC Units for Class A Common Stock (in shares) | 9,000 | ||||||||
Exchange of LLC Units for Class A Common Stock | $ 0 | 23 | (23) | ||||||
Cancellation of Class B Common Stock (in shares) | (6,701,000) | (1) | |||||||
Cancellation of Class B Common Stock | $ 0 | ||||||||
Distributions to LLC Unit holders | (326) | 0 | 33 | (293) | |||||
Change in cumulative translation adjustment | 300 | 300 | |||||||
Balance at September 31, 2017 (in shares) at Sep. 30, 2017 | 20,285,007 | 20,285,000 | 18 | 18 | |||||
Balance at September 30, 2017 at Sep. 30, 2017 | $ 114,507 | $ 106,719 | $ (1,702) | $ 6,003 | $ 3,285 | $ 202 | $ 0 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Operating activities: | ||
Net income | $ 6,414 | $ 4,226 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Non-cash compensation expense | 362 | 465 |
Non-cash compensation to directors | 62 | 63 |
Depreciation | 1,730 | 968 |
Amortization of intangible assets | 1,308 | 550 |
Gain on sale-leaseback transaction | (3) | (3) |
Amortization of deferred financing costs | 952 | 61 |
Change in fair value of interest rate swap | (31) | (245) |
Deferred income taxes | (2,199) | 929 |
Adjustment to tax receivable agreement liability | 2,615 | 0 |
Gain on sale of equipment | 0 | (16) |
Change in operating assets and liabilities, net of effects of acquisitions: | ||
Trade receivables | (5,168) | (899) |
Inventories | (4,514) | (3,834) |
Prepaid expenses and other assets | (1,436) | 440 |
Accounts payable | 5,223 | 2,183 |
Income taxes receivable and payable | 1,758 | 765 |
Accrued expenses and other liabilities | (2,057) | 1,004 |
Net cash provided by operating activities | 5,016 | 6,657 |
Investing activities: | ||
Purchases of property, plant and equipment | (1,830) | (860) |
Proceeds from sale or disposal of property, plant and equipment | 0 | 16 |
Payment for acquisition, net of cash acquired | (125,552) | 0 |
Net cash used in investing activities | (127,382) | (844) |
Financing activities: | ||
Principal payments on long-term borrowings | (50,000) | (15,000) |
Proceeds from long-term borrowings | 105,000 | 0 |
Payment of deferred financing costs | (1,148) | 0 |
Proceeds from issuance of Class A Common Stock in offering, net of underwriting discounts | 55,317 | 0 |
Cash paid for withholding taxes on vested restricted stock | (650) | 0 |
Cash paid for withholding taxes on vested restricted stock | (231) | (108) |
Distributions to LLC Unit holders | (345) | (341) |
Net cash provided by (used in) financing activities | 107,943 | (15,449) |
Effect of exchange rate changes on cash | 25 | 8 |
Changes in cash | (14,398) | (9,628) |
Cash—Beginning of period | 32,822 | 25,921 |
Cash—End of period | 18,424 | 16,293 |
Supplemental cash flow information: | ||
Cash paid for interest | 998 | 646 |
Cash paid for income taxes | 52 | 401 |
Non-cash investing and financing activities: | ||
Establishment of deferred tax assets from step-up in tax basis | 142 | 0 |
Establishment of amounts payable under tax receivable agreements | 119 | 0 |
Exchange of LLC Units by LLC Unit holders for Class A common stock | 23 | 0 |
Tax distributions payable to non-controlling LLC Unit holders | 290 | 242 |
Capital expenditures in accounts payable | $ 439 | $ 47 |
Organization, Basis of Presenta
Organization, Basis of Presentation, and Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2017 | |
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, a Delaware limited liability company (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”). Refer to 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, marketing and sale of a diverse range of innovative, high-quality recreational powerboats sold through a world-wide network of independent dealers. On July 6, 2017, the Company acquired all the outstanding units of Cobalt Boats, LLC (“Cobalt”) further expanding the Company's product offering across a broader segment of the recreational boating industry including performance sport boats, sterndrive and outboard boats. As a result of the acquisition, the Company also consolidates the financial results of Cobalt. Refer to Note 3. The Company reports its results of operations under three reportable segments: Malibu U.S., Malibu Australia, and Cobalt, based on their boat manufacturing operations. 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, 2017, 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, 2017 , and the results of its operations for the three month periods ended September 30, 2017 and September 30, 2016 , and its cash flows for the three month periods ended September 30, 2017 and September 30, 2016 . Operating results for the three months ended September 30, 2017 , are not necessarily indicative of the results that may be expected for the full year ending June 30, 2018 . 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. Offering and Prepayment of Term Loans On August 14, 2017, the Company completed an offering of 2,300,000 shares of Class A Common Stock that were issued and sold by the Company at a price to the public of $24.05 per share (the "Offering"). This included 300,000 shares issued and sold by the Company pursuant to the option granted to the underwriters, which was exercised concurrently with the closing of the Offering. The aggregate gross proceeds from the Offering was $58,075 . Of these proceeds, the Company received $55,317 after deducting $2,758 in underwriting discounts and commissions. Of the net proceeds received from the Offering, $50,000 was used to repay amounts outstanding on its loans under the Credit Agreement (defined in Note 8). The remaining net proceeds were used for general working capital purposes. The Company exercised its option to apply the prepayment to principal installments through December 31, 2021, and a portion of principal installments due on March 31, 2022. Accordingly, no principal payments are required under the Credit Agreement until March 31, 2022, and as such, all borrowings as of September 30, 2017 and June 30, 2017, are reflected as noncurrent. Capitalized offering costs directly attributable to the Offering of $650 were netted against the proceeds and, as such, were reclassified into additional paid in capital. Recent Accounting Pronouncements In May 2014, the FASB and International Accounting Standards Board jointly issued a final standard on revenue recognition, Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) , 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. The standard is effective for fiscal years beginning after December 15, 2017. Entities have the option of using either the retrospective or cumulative effect transition method. The Company has completed a preliminary assessment of the impact of ASU 2014-09 and does not anticipate the impact will be significant to the Company's consolidated financial statements, accounting policies or processes. The Company is currently assessing the potential impact of this ASU on its footnote disclosures. The Company expects to adopt ASU 2014-09 for the Company's fiscal year beginning July 1, 2018, and expects to adopt the guidance using the modified retrospective approach. 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 statement of operations and comprehensive income. 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 statement of cash flows. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . The guidance clarifies the definition of a business that provides a two-step analysis in the determination of whether an acquisition or derecognition is a business or an asset. The update removes the evaluation of whether a market participant could replace any missing elements and provides a framework to assist entities in evaluating whether both an input and a substantive process are present. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods and early adoption is permitted for transactions that meet specified criteria. This guidance is to be applied on a prospective basis for transactions that occur after the effective date. There are no other new accounting pronouncements that are expected to have a significant impact on the Company's consolidated financial statements and related disclosures. |
Non-controlling Interest
Non-controlling Interest | 3 Months Ended |
Sep. 30, 2017 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interest | Non-controlling Interest The non-controlling interest on the unaudited condensed consolidated statement of operations and comprehensive income 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, 2017 As of June 30, 2017 Units Ownership % Units Ownership % Non-controlling LLC Unit holders ownership in Malibu Boats Holdings, LLC 1,251,148 5.8 % 1,260,627 6.6 % Malibu Boats, Inc. ownership in Malibu Boats Holdings, LLC 20,285,007 94.2 % 17,937,687 93.4 % 21,536,155 100.0 % 19,198,314 100.0 % The changes in the balance of the Company's non-controlling interest are as follows: Balance of non-controlling interest as of June 30, 2017 $ 3,072 Allocation of income to non-controlling LLC Unit holders for period 529 Distributions paid and payable to non-controlling LLC Unit holders for period (293 ) Reallocation of non-controlling ownership interests in exchange for Class A Common Stock (23 ) Balance of non-controlling interest as of September 30, 2017 $ 3,285 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 must 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, 2017 , the Company caused the LLC to issue a total of 2,354,021 LLC Units to the Company in connection with (i) the Company's issuance of Class A Common Stock to a non-employee director for his services, (ii) 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") |
Acquisition
Acquisition | 3 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition On July 6, 2017, the Company completed its acquisition of Cobalt. T he aggregate purchase price for the transaction was $130,525 , consisting of $129,525 funded with cash and borrowings under the Company's credit agreement and $1,000 in equity equal to 39,262 shares of the Company's Class A Common Stock based on a closing stock price of $25.47 per share on June 27, 2017. The aggregate purchase price was subject to certain adjustments, including customary adjustments for the amount of working capital in the business at the closing date and subject to adjustment for any judgment or settlement in connection with a pending litigation matter between Cobalt and Sea Ray Boats, Inc. and Brunswick Corporation. Concurrent with the closing of the acquisition, William Paxson St. Clair, Jr., a former owner of Cobalt, was appointed as a director to the Company's Board of Directors and as President of Cobalt. The Company accounted for the transaction in accordance with ASC 805, Business Combinations . The total consideration given to the former members of Cobalt has been allocated to the assets acquired and liabilities assumed based on preliminary estimates of their estimated fair values as of the date of the acquisition. Because of the complexities involved with performing the valuation, the Company has recorded the tangible and intangible assets acquired and liabilities assumed based upon their preliminary fair values as of July 6, 2017. The preliminary measurements of fair value were based upon estimates utilizing the assistance of third party valuation specialists, and are subject to change within the measurement period (up to one year from the acquisition date). The Company expects appraisals of tangible and intangible assets and working capital adjustments to be finalized during the second quarter of fiscal 2018. The following table summarizes the preliminary purchase price allocation based on the estimated fair values of the assets acquired and liabilities of Cobalt assumed at the acquisition date: Consideration: Cash consideration paid $ 129,525 Equity consideration paid 1,000 Fair value of total consideration transferred $ 130,525 Recognized preliminary amounts of identifiable assets acquired and (liabilities assumed), at fair value: Cash $ 3,973 Accounts receivable 2,329 Inventories 14,343 Other current assets 363 Property, plant and equipment 12,934 Identifiable intangible assets 89,900 Current liabilities (13,108 ) Preliminary estimate of the fair value of assets acquired and liabilities assumed 110,734 Goodwill 19,791 Total purchase price $ 130,525 The preliminary fair value estimates for the Company's identifiable intangible assets acquired as part of the acquisition are as follows: Estimates of Fair Value Estimated Useful Life (in years) Definite-lived intangibles: Dealer relationships $ 56,300 20 Patent 2,600 15 Total definite-lived intangibles 58,900 Indefinite-lived intangible: Trade name 31,000 Total intangible assets $ 89,900 The value allocated to inventories reflects the estimated fair value of the acquired inventory based on the expected sales price of the inventory, less an estimated cost to complete and a reasonable profit margin. The fair value of the identifiable intangible assets were determined based on the following approaches: Trade Name - The value attributed to Cobalt's trade name was determined using a variation of the income approach called the relief from royalty method, which requires an estimate or forecast of the expected future cash flows. The trade name has an indefinite life. Dealer Relationships - The value associated with Cobalt's dealer relationships is attributed to its long standing dealer distribution network. The estimate of fair value assigned to this asset was determined using the income approach, which requires an estimate or forecast of the expected future cash flows from the dealer relationships through the application of the multi-period excess earnings approach. The estimated remaining useful life of dealer relationships is approximately twenty years. Patent - The value associated with the patented technology was based on financial projections and the patent's estimated remaining legal life of approximately fifteen years using a variation of the income approach called the royalty savings method. The fair value of the definite-lived intangible assets are being amortized using the straight-line method to general and administrative expenses over their estimated useful lives. Indefinite-lived intangible assets are not amortized, but instead are evaluated for potential impairment on an annual basis in accordance with the provisions of ASC Topic 350, Intangibles—Goodwill and Other . The weighted average useful life of identifiable definite-lived intangible assets acquired was 19.8 years. Goodwill of $19,791 arising from the acquisition consists of expected synergies and cost savings as well as intangible assets that do not qualify for separate recognition. The indefinite-lived intangible asset and goodwill acquired are expected to be deductible for income tax purposes. Acquisition-related costs of $3,308 , which were incurred by the Company in fiscal year 2017 and the first quarter of fiscal 2018, were expensed in the period incurred, and are included in general and administrative expenses in the consolidated statement of operations and comprehensive income for the fiscal year ended June 30, 2017 and the three months ended September 30, 2017. Pro Forma Financial Information (unaudited): The following unaudited pro forma consolidated results of operations for the three months ended September 30, 2017 and 2016, assumes that the acquisition of Cobalt occurred as of July 1, 2016. The unaudited pro forma financial information combines historical results of Malibu and Cobalt, with adjustments for depreciation and amortization attributable to preliminary fair value estimates on acquired tangible and intangible assets for the respective periods. Non-recurring pro forma adjustments associated with the fair value step up of inventory were included in the reported pro forma cost of sales and earnings. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal year 2017 or the results that may occur in the future: Three Months Ended September 30, 2017 2016 Net sales $ 103,541 $ 95,310 Net income 6,737 4,255 Net income attributable to Malibu Boats, Inc. 6,178 3,849 Basic earnings per share $ 0.32 $ 0.20 Diluted earnings per share $ 0.32 $ 0.20 |
Inventories
Inventories | 3 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories, net consisted of the following: As of September 30, 2017 As of June 30, 2017 Raw materials $ 26,720 $ 15,643 Work in progress 6,338 2,068 Finished goods 9,693 6,124 Total inventories $ 42,751 $ 23,835 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property, Plant and Equipment Property, plant and equipment, net consisted of the following: As of September 30, 2017 As of June 30, 2017 Land $ 634 $ 367 Building and leasehold improvements 17,798 11,009 Machinery and equipment 27,342 22,844 Furniture and fixtures 4,172 3,536 Construction in process 4,558 3,646 54,504 41,402 Less: Accumulated depreciation (16,896 ) (17,279 ) Property, plant and equipment, net $ 37,608 $ 24,123 During the first quarter of fiscal 2018, the Company disposed of various molds for models not currently in production with historical cost of $2,122 and a zero net book value. Depreciation expense was $1,730 and $968 for the three months ended September 30, 2017 and 2016 , substantially all of which was recorded in cost of sales. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Sep. 30, 2017 | |
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, 2017 , were as follows: Goodwill as of June 30, 2017 $ 12,692 Addition related to the acquisition of Cobalt 19,791 Effect of foreign currency changes on goodwill 131 Goodwill as of September 30, 2017 $ 32,614 The components of other intangible assets were as follows: As of September 30, 2017 As of June 30, 2017 Estimated Useful Life (in years) Weighted Average Remaining Useful Life (in years) Definite-lived intangibles: Reacquired franchise rights $ 1,410 $ 1,383 5 2.1 Dealer relationships 86,197 29,852 8-20 19.5 Patent 3,986 1,386 12-15 14.3 Trade name 24,667 24,667 15 3.9 Non-compete agreement 55 54 10 7.1 Backlog 98 96 0.3 0.0 Total 116,413 57,438 Less: Accumulated amortization (49,172 ) (47,841 ) Total definite-lived intangible assets, net 67,241 9,597 Indefinite-lived intangible: Trade name 31,000 — Total other intangible assets, net $ 98,241 $ 9,597 Amortization expense recognized on all amortizable intangibles was $1,308 and $550 for the three months ended September 30, 2017 and 2016 . The estimated future amortization of definite-lived intangible assets is as follows: Fiscal years ending June 30: Remainder of 2018 $ 3,896 2019 5,097 2020 4,893 2021 4,805 2022 3,358 Thereafter 45,192 $ 67,241 |
Product Warranties
Product Warranties | 3 Months Ended |
Sep. 30, 2017 | |
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 and two years for its Malibu and Axis brands, respectively. For Cobalt boats, the Company provides a structural warranty of up to ten years which covers the hull, deck joints, bulkheads, floor, transom, stringers, and motor mount. In addition, the Company provides a five year bow-to-stern warranty on all components manufactured or purchased (excluding hull and deck structural components), including canvas and upholstery. Gelcoat is covered up to three years. Like our Malibu and Axis brands, some materials, components or parts of the boat that are not covered by our limited product warranties are separately warranted by their manufacturers or suppliers. These other warranties include warranties covering engines and other components. 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 limited warranty and records a liability for 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, which is included in accrued expenses on the unaudited condensed consolidated balance sheets, were as follows: Three Months Ended September 30, 2017 September 30, 2016 Beginning balance $ 10,050 $ 8,083 Add: Warranty expense 3,008 1,869 Additions for Cobalt acquisition 4,404 — Less: Warranty claims paid (2,737 ) (1,219 ) Ending balance $ 14,725 $ 8,733 |
Financing
Financing | 3 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Financing | Financing Outstanding debt consisted of the following: As of September 30, 2017 As of June 30, 2017 Term loans $ 110,000 $ 55,000 Less unamortized debt issuance costs (1,793 ) (1,597 ) Total debt 108,207 53,403 Less current maturities — — Long-term debt less current maturities $ 108,207 $ 53,403 Long-Term Debt Credit Agreement . On June 28, 2017, Malibu Boats, LLC as the borrower (the "Borrower"), entered into the Second Amended and Restated Credit Agreement with SunTrust Bank, as the administrative agent, swingline lender and issuing bank, to refinance the prior credit facility and to provide funds for the purchase of Cobalt (the "Credit Agreement"). The Credit Agreement provides the Borrower a term loan facility in an aggregate principal amount of $160,000 ( $55,000 of which was drawn on June 28, 2017 to refinance our previous credit facility and $105,000 of which was drawn on July 6, 2017 to fund the payment of the purchase price for the Cobalt acquisition, as well as to pay certain fees and expenses related to entering into the Credit Agreement) and a revolving credit facility of up to $35,000 . Each of the term loans and the revolving credit facility are scheduled to mature, on July 1, 2022. The Borrower has the option to request lenders to increase the amount available under the revolving credit facility by, or obtain incremental term loans of, up to $50,000 , subject to the terms of the Credit Agreement and only if existing or new lenders choose to provide additional term or revolving commitments. Borrowings under the Credit Agreement bear interest at a rate equal to either, at the Borrower’s option, (i) the highest of the prime rate, the Federal Funds Rate plus 0.5% , or one-month LIBOR plus 1% (the “Base Rate”) or (ii) LIBOR, in each case plus an applicable margin ranging from 1.75% to 3.00% with respect to LIBOR borrowings and 0.75% to 2.00% with respect to Base Rate 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 and on the daily amount of the unused delayed draw term loan during the availability period, which will range from 0.25% to 0.50% per annum, depending on the LLC’s and its subsidiaries’ consolidated leverage ratio. The Company is not a party to the Credit Agreement, and the obligations of the Borrower under the Credit Agreement are guaranteed by the LLC, and, subject to certain exceptions, the present and future domestic subsidiaries of the Borrower, and all such obligations are secured by substantially all of the assets of the LLC, the Borrower and such subsidiary guarantors pursuant to the Second Amended and Restated Security Agreement, by and among the Borrower, the LLC, the subsidiary guarantors, and SunTrust Bank, as administrative agent, dated as of June 28, 2017, and other collateral documents. The weighted average interest rate on the term loan was 3.7% for the three months ended September 30, 2017 . The Credit Agreement permits prepayment of the term loan facilities without penalty. The $55,000 term loan is subject to quarterly installments of approximately $700 per quarter until March 31, 2019, then approximately $1,000 per quarter until June 30, 2021, and approximately $1,400 per quarter through March 31, 2021. The $105,000 term loan is subject to quarterly installments of approximately $1,300 per quarter until March 31, 2019, then approximately $2,000 per quarter until June 30, 2021, and approximately $2,600 per quarter through March 31, 2022. The balance of both term loans is due on the scheduled maturity date of July 1, 2022. The Credit Agreement is also subject to prepayments from the net cash proceeds received by the Borrower or any guarantors from certain asset sales and recovery events, subject to certain reinvestment rights, and from excess cash flow, subject to the terms and conditions of the New Credit Agreement. In connection with its Offering on August 14, 2017, the Company used a portion of the proceeds, or $50,000 , to make an optional prepayment of amounts outstanding on its term loans under the Credit Agreement. The Company exercised its option to apply the prepayment to principal installments through December 31, 2021, and a portion of principal installments due on March 31, 2022. Accordingly, no principal payments are required under the Credit Agreement until March 31, 2022, and as such, all borrowings as of June 30, 2017 and September 30, 2017 , are reflected as noncurrent. In conjunction with the prepayment of the term loan, the Company wrote off the proportionate amount of debt issuance costs totaling $815 for the three months ended September 30, 2017 , as interest expense in the Company's unaudited condensed consolidated statement of operations and comprehensive income. The Credit Agreement 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 Credit Agreement also requires compliance with certain customary financial covenants, including a minimum ratio of EBITDA to fixed charges and a maximum ratio of total debt to EBITDA. The Credit Agreement contains certain restrictive covenants, which, among other things, place limits on certain activities of the loan parties under the Credit Agreement, such as the incurrence of additional indebtedness and additional liens on property and limit the future payment of dividends or distributions. For example, the Credit Agreement generally prohibits the LLC, the Borrower and the subsidiary guarantors from paying dividends or making distributions, including to the Company. The credit facility permits, however, (i) distributions based on a member’s allocated taxable income, (ii) distributions to fund payments that are required under the LLC’s tax receivable agreement, (iii) purchase of stock or stock options of the LLC from former officers, directors or employees of loan parties or payments pursuant to stock option and other benefit plans up to $2,000 in any fiscal year, and (iv) share repurchase payments up to $20,000 in any fiscal year subject to one-year carry forward and compliance with other financial covenants. In addition, the LLC may make dividends and distributions of up to $6,000 in any fiscal year, subject to compliance with other financial covenants. In connection with entering into the Credit Agreement, the Company capitalized $2,074 in deferred financing costs during fiscal 2017 and the first quarter of fiscal 2018. These costs, in addition to the unamortized balance related to costs associated with our previous credit facility of $671 , are being amortized over the term of the 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, 2017 and June 30, 2017. Covenant Compliance As of September 30, 2017 and June 30, 2017, the Company was in compliance with the covenants contained in the Credit Agreement. 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 was 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 unaudited condensed 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 10. 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. For the three months ended ended September 30, 2017 and 2016, the Company recorded gains of $31 and $245 , 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. |
Tax Receivable Agreement Liabil
Tax Receivable Agreement Liability | 3 Months Ended |
Sep. 30, 2017 | |
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 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: September 30, 2017 June 30, 2017 Payable pursuant to tax receivable agreement $ 82,291 $ 93,750 Additions (reductions) to tax receivable agreement: Exchange of LLC Units for Class A Common Stock 119 960 Adjustment for change in estimated tax rate 2,615 (8,140 ) Payments under tax receivable agreement — (4,279 ) 85,025 82,291 Less current portion under tax receivable agreement (4,332 ) (4,332 ) Payable pursuant to tax receivable agreement, less current portion $ 80,693 $ 77,959 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 discussed in Note 3, during the first quarter of fiscal 2018, the Company acquired Cobalt, which expanded the Company's footprint into new state tax jurisdictions. This change in the Company's state tax posture increased the estimated tax rate used in computing its future tax obligations and, in turn, increased the future tax benefit expected to be realized by the Company related to increased tax basis from previous sales and exchanges of LLC Units by pre-IPO owners. When estimating the expected reduction in taxes paid from the increased tax basis, the Company continuously monitors changes in their overall tax posture, including changes in jurisdictions to which the Company is subject to tax. The change in the underlying tax-rate assumptions used to estimate the tax receivable agreement liability, resulted in an increase in the tax receivable agreement liability of $2,615 during the first quarter of the fiscal year ending June 30, 2018, and is included in other expense, net in the accompanying unaudited condensed consolidated statements of operations and comprehensive income. During the fourth quarter of fiscal 2017, the state of Tennessee enacted tax legislation that provided for an alternative single sales apportionment formula for manufacturers, such as the LLC, that are engaged in qualifying activities within the state for the purpose of reducing their estimated future tax obligation in Tennessee. The Company intends to utilize the new apportionment formula, which will lower the estimated tax rate used in computing its future tax obligations and, in turn, reduce the future tax benefit expected to be realized by the Company related to increased tax basis from previous sales and exchanges of LLC Units by pre-IPO owners. When estimating the expected reduction in taxes paid from the increased tax basis, the Company continuously monitors changes in their overall tax posture, including changes in tax legislation. The change in the underlying tax-rate assumptions used to estimate the tax receivable agreement liability, resulted in a decrease in the tax receivable agreement liability of $8,140 during the fourth quarter of fiscal 2017 and was included in other expense, net. As of September 30, 2017 and June 30, 2017, the Company had recorded deferred tax assets of $110,474 and $109,375 , respectively, 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 which is due on April 15, 2018. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Sep. 30, 2017 | |
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, 2017: Assets Interest rate swap not designated as cash flow hedge $ 80 $ — $ 80 $ — Total assets at fair value $ 80 $ — $ 80 $ — As of June 30, 2017: Assets Interest rate swap not designated as cash flow hedge $ 49 $ — $ 49 $ — Total assets at fair value $ 49 $ — $ 49 $ — 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, 2017 or June 30, 2017. 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, 2017 | |
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, 2017 and June 30, 2017, the Company maintained a valuation allowance of $10,345 and $10,324 , respectively, 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 increase in the valuation allowance is due to the exchanges of LLC Units into Class A common stock by certain LLC Unit holders during the three months ended September 30, 2017 . 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, 2017 and 2016 , the Company's effective tax rate was (4.2)% and 33.7% , respectively. For the three months ended September 30, 2017 , 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 Cobalt acquisition on the state tax rate used to measure deferred taxes. Additionally, the Company's effective tax rate for the three months ended September 30, 2017 and 2016 , is related to the impact of the non-controlling interests in the LLC, a pass-through entity for U.S. federal tax purposes, state income taxes attributable to the LLC, and the benefit of deductions under Section 199 of the Internal Revenue Code. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company adopted a long term incentive plan which became effective on January 1, 2014 (the "Incentive Plan"), and 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, 2017 , 1,131,305 shares remain available for future issuance under the long term incentive plan. Readers should refer to Note 13 to the fiscal 2017 audited consolidated financial statements contained in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2017, for additional information related to the Company's awards and the Incentive Plan. The following is a summary of the changes in the Company's stock options for the three months ended September 30, 2017 : September 30, 2017 Shares Price per share Weighted Average Exercise Price/Share Total outstanding options at beginning of year 104,000 $ 25.85 $ 25.85 Options granted — — — Options exercised — — — Options canceled — — — Outstanding options at end of period 104,000 25.85 25.85 Exercisable at end of period — — — Vested and expected to vest at end of year 104,000 $ 25.85 $ 25.85 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, 2017 : 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, 2017 225,854 $ 15.77 Granted — — Vested (30,926 ) (15.41 ) Forfeited — — Total Non-vested Restricted Stock Units as of September 30, 2017 194,928 $ 15.83 Stock compensation expense attributable to the Company's share-based equity awards was $362 and $465 for the three months ended September 30, 2017 and 2016, respectively. Stock compensation expense attributed to share-based equity awards issued under the Incentive Plan 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. As of September 30, 2017 and June 30, 2017 , unrecognized compensation cost related to nonvested, share-based compensation was $3,239 and $3,601 , respectively. As of September 30, 2017 , the weighted average years outstanding for unvested awards under the Incentive Plan was 2.2 years. During the three months ended September 30, 2017 , the Company withheld approximately 8,456 shares at an aggregate cost of approximately $231 , 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, 2017 , include 2,408 fully vested restricted stock units issued to non-employee directors for their service as directors for the Company. |
Net Earnings Per Share
Net Earnings Per Share | 3 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Earnings Per Share | Net Earnings Per Share Basic net income per share of Class A Common Stock is computed by dividing net income 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 income per share includes fully vested restricted stock units awarded to directors that are entitled to participate in distributions to common shareholders through receipt of additional units of equivalent value to the dividends paid to Class A Common Stock holders. Diluted net income per share of Class A Common Stock is computed similarly to basic net income per share except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents using the treasury method, if dilutive. The Company’s restricted LLC Units and non-qualified stock option are considered common stock equivalents for this purpose. The number of additional shares of Class A Common Stock related to these common stock equivalents and stock options are calculated using the treasury stock method. Basic and diluted net income per share of Class A Common Stock has been computed as follows (in thousands, except share and per share amounts) Three Months Ended September 30, 2017 September 30, 2016 Basic: Net income attributable to Malibu Boats, Inc. $ 5,885 $ 3,780 Shares used in computing basic net income per share: Weighted-average Class A Common Stock 19,025,837 17,620,852 Weighted-average participating restricted stock units convertible into Class A Common Stock 152,919 113,538 Basic weighted-average shares outstanding 19,178,756 17,734,390 Basic net income per share $ 0.31 $ 0.21 Diluted: Net income attributable to Malibu Boats, Inc. $ 5,885 $ 3,780 Shares used in computing diluted net income per share: Basic weighted-average shares outstanding 19,178,756 17,734,390 Restricted stock units granted to employees 125,038 27,378 Diluted weighted-average shares outstanding 1 19,303,794 17,761,768 Diluted net income per share $ 0.31 $ 0.21 1 The Company excluded 1,367,211 and 1,462,150 potentially dilutive shares from the calculation of diluted net income per share for the three months ended September 30, 2017 and 2016 , 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, 2017 | |
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 Malibu U.S., Cobalt and Malibu 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 expenses 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 sales in the accompanying unaudited condensed consolidated statement of operations and comprehensive income. No units were repurchased during the three months ended September 30, 2017 or 2016. Accordingly, the Company did not carry a reserve for repurchases as of September 30, 2017 or June 30, 2017 , respectively. The total amount financed under the floor financing programs with repurchase obligations was $147,838 and $107,923 as of September 30, 2017 and June 30, 2017, respectively. In connection with the Cobalt acquisition, the Company assumed a collateralized receivables financing arrangement with a third-party floor plan financing provider for Cobalt's European dealers. In August 2017, the Company entered into a similar arrangement for its Malibu European dealers. Under terms of both arrangements, the Company transfers the right to collect a trade receivable to the financing provider in exchange for cash but agrees to repurchase the receivable if the dealer defaults. Since the transfer of the receivable to the financing provider does not meet the conditions for a sale under ASC Topic 860, Transfers and Servicing , the Company continues to report the transferred trade receivable in other current assets with an offsetting balance recorded as a secured obligation in accrued expenses in the Company's unaudited condensed consolidated balance sheet. As of September 30, 2017 and June 30, 2017, the Company had financing receivables of $687 and $0 , respectively, recorded in other current assets and accrued expenses related to these arrangements. 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. If the assessment of a contingency deemed to be both probable and reasonably estimable involves a range of possible losses, the amount within the range that appears at the time to be a better estimate than any other amount within the range would be accrued. When no amount within the range is a better estimate than any other amount, the minimum amount in the range is accrued even though the minimum amount in the range is not necessarily the amount of loss that will be ultimately determined. 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, 2017 (unaudited) or June 30, 2017 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). The Court had issued a scheduling order setting deadlines for discovery and other events in the litigation, leading up to a trial beginning on August 14, 2017. 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). The Court had issued a scheduling order setting deadlines for discovery and other events in the litigation, leading up to a trial beginning on October 30, 2017. 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. On November 16, 2016, the PTO declined to institute IPR in response to either of the two petitions. On September 26, 2016, MasterCraft filed a request with the PTO for Ex Parte Reexamination of the Company’s U.S. Pat. No. 9,260,161, the patent at issue in the second Tennessee lawsuit. On November 18, 2016, the PTO granted that request for ex parte reexamination, and on February 16, 2017, the PTO issued a Non-Final Office Action. On April 17, 2017, the Company filed a Response to the Non-Final Office Action. On May 2, 2017, the Company and MasterCraft entered into a Settlement Agreement (the “MasterCraft Settlement Agreement”) to settle lawsuits filed by the Company in the U.S. District Court for the Eastern District of Tennessee alleging infringement by MasterCraft of two of the Company’s utility patents. Under the terms of the MasterCraft Settlement Agreement, MasterCraft made a one-time payment of $2,500 during the fourth quarter of fiscal year ended June 30, 2017, and entered into a license agreement for the payment of future royalties for boats sold by MasterCraft using the licensed technology. The parties agreed to dismiss all claims in the patent litigation. On April 22, 2014, Marine Power Holding, LLC ("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 and on August 18, 2016, a judgment was rendered by the jury against the Company in the litigation with Marine Power resulting in the Company taking a charge of $3,268 during the fiscal year ended June, 30, 2016. The Company subsequently prevailed on post-judgment motions and, on December 15, 2016, the court amended the judgment in the lawsuit for monetary damages to $1,938 . On December 23, 2016, Marine Power filed a notice of appeal contesting the court's decision to reduce the amount of the original judgment. On January 6, 2017, the Company filed a notice of cross appeal, pursuant to which the Company appealed the amended final judgment and other rulings of the court. On May 27, 2017, the Company and Marine Power entered into a final settlement agreement whereby the Company agreed to pay $2,175 to settle all claims related to the litigation (the "Settlement"). The Settlement was paid in full on May 30, 2017. On June 9, 2017, a joint motion to withdraw appeals was submitted by the parties and their respective appeals were subsequently dismissed. On July 6, 2017, Marine Power filed an acknowledgment of satisfaction in the trial court, in which it stipulated that the amended final judgment entered on December 15, 2016, had been compromised and satisfied without any admission, agreement or acknowledgment of liability or fault by any party. 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 alleges breach of contract, wrongful termination, misrepresentation, breach of duty of good faith, and intentional interference. Wizard Lake is asking for damages exceeding $5,000 . The Company denies any liability arising from the causes of action alleged by Wizard Lake and is vigorously defending the lawsuit, including commencing a counterclaim against Wizard Lake. The lawsuit is early in the discovery phase. |
Segment Information
Segment Information | 3 Months Ended |
Sep. 30, 2017 | |
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, 2017 and 2016, respectively, and the Company’s financial position at September 30, 2017 and June 30, 2017, respectively: Three Months Ended September 30, 2017 Malibu U.S. Cobalt Malibu Australia Eliminations Total Net sales $ 63,032 $ 36,918 $ 5,763 $ (2,172 ) $ 103,541 Affiliate (or intersegment) sales 2,172 — — (2,172 ) — Net sales to external customers 60,860 36,918 5,763 — 103,541 Income before benefit for income taxes 3,870 1,827 469 (10 ) 6,156 Three Months Ended September 30, 2016 Malibu U.S. Cobalt Malibu 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 before provision for income taxes 6,059 — 386 (72 ) 6,373 As of September 30, 2017 As of June 30, 2017 Assets Malibu U.S. $ 343,315 $ 222,252 Cobalt 146,669 — Malibu Australia 19,926 19,099 Eliminations (148,429 ) (17,688 ) Total assets $ 361,481 $ 223,663 |
Subsequent Event
Subsequent Event | 3 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Event On November 6, 2017, the Company's Compensation Committee granted 34,900 restricted stock units, 44,000 restricted stock awards, and 40,000 non-qualified stock options to certain key employees. |
Organization, Basis of Presen23
Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2017 | |
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, 2017, 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, 2017 , and the results of its operations for the three month periods ended September 30, 2017 and September 30, 2016 , and its cash flows for the three month periods ended September 30, 2017 and September 30, 2016 . Operating results for the three months ended September 30, 2017 , are not necessarily indicative of the results that may be expected for the full year ending June 30, 2018 . 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, Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) , 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. The standard is effective for fiscal years beginning after December 15, 2017. Entities have the option of using either the retrospective or cumulative effect transition method. The Company has completed a preliminary assessment of the impact of ASU 2014-09 and does not anticipate the impact will be significant to the Company's consolidated financial statements, accounting policies or processes. The Company is currently assessing the potential impact of this ASU on its footnote disclosures. The Company expects to adopt ASU 2014-09 for the Company's fiscal year beginning July 1, 2018, and expects to adopt the guidance using the modified retrospective approach. 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 statement of operations and comprehensive income. 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 statement of cash flows. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . The guidance clarifies the definition of a business that provides a two-step analysis in the determination of whether an acquisition or derecognition is a business or an asset. The update removes the evaluation of whether a market participant could replace any missing elements and provides a framework to assist entities in evaluating whether both an input and a substantive process are present. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods and early adoption is permitted for transactions that meet specified criteria. This guidance is to be applied on a prospective basis for transactions that occur after the effective date. There are no other new accounting pronouncements that are expected to have a significant impact on the Company's consolidated financial statements and related disclosures. |
Non-controlling Interest (Table
Non-controlling Interest (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interest | The ownership of Malibu Boats Holdings, LLC is summarized as follows: As of September 30, 2017 As of June 30, 2017 Units Ownership % Units Ownership % Non-controlling LLC Unit holders ownership in Malibu Boats Holdings, LLC 1,251,148 5.8 % 1,260,627 6.6 % Malibu Boats, Inc. ownership in Malibu Boats Holdings, LLC 20,285,007 94.2 % 17,937,687 93.4 % 21,536,155 100.0 % 19,198,314 100.0 % |
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, 2017 $ 3,072 Allocation of income to non-controlling LLC Unit holders for period 529 Distributions paid and payable to non-controlling LLC Unit holders for period (293 ) Reallocation of non-controlling ownership interests in exchange for Class A Common Stock (23 ) Balance of non-controlling interest as of September 30, 2017 $ 3,285 |
Acquisition (Tables)
Acquisition (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | Consideration: Cash consideration paid $ 129,525 Equity consideration paid 1,000 Fair value of total consideration transferred $ 130,525 Recognized preliminary amounts of identifiable assets acquired and (liabilities assumed), at fair value: Cash $ 3,973 Accounts receivable 2,329 Inventories 14,343 Other current assets 363 Property, plant and equipment 12,934 Identifiable intangible assets 89,900 Current liabilities (13,108 ) Preliminary estimate of the fair value of assets acquired and liabilities assumed 110,734 Goodwill 19,791 Total purchase price $ 130,525 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The preliminary fair value estimates for the Company's identifiable intangible assets acquired as part of the acquisition are as follows: Estimates of Fair Value Estimated Useful Life (in years) Definite-lived intangibles: Dealer relationships $ 56,300 20 Patent 2,600 15 Total definite-lived intangibles 58,900 Indefinite-lived intangible: Trade name 31,000 Total intangible assets $ 89,900 |
Business Acquisition, Pro Forma Information | The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal year 2017 or the results that may occur in the future: Three Months Ended September 30, 2017 2016 Net sales $ 103,541 $ 95,310 Net income 6,737 4,255 Net income attributable to Malibu Boats, Inc. 6,178 3,849 Basic earnings per share $ 0.32 $ 0.20 Diluted earnings per share $ 0.32 $ 0.20 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories, net consisted of the following: As of September 30, 2017 As of June 30, 2017 Raw materials $ 26,720 $ 15,643 Work in progress 6,338 2,068 Finished goods 9,693 6,124 Total inventories $ 42,751 $ 23,835 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property, plant and equipment, net consisted of the following: As of September 30, 2017 As of June 30, 2017 Land $ 634 $ 367 Building and leasehold improvements 17,798 11,009 Machinery and equipment 27,342 22,844 Furniture and fixtures 4,172 3,536 Construction in process 4,558 3,646 54,504 41,402 Less: Accumulated depreciation (16,896 ) (17,279 ) Property, plant and equipment, net $ 37,608 $ 24,123 |
Goodwill and Other Intangible28
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the three months ended September 30, 2017 , were as follows: Goodwill as of June 30, 2017 $ 12,692 Addition related to the acquisition of Cobalt 19,791 Effect of foreign currency changes on goodwill 131 Goodwill as of September 30, 2017 $ 32,614 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | The components of other intangible assets were as follows: As of September 30, 2017 As of June 30, 2017 Estimated Useful Life (in years) Weighted Average Remaining Useful Life (in years) Definite-lived intangibles: Reacquired franchise rights $ 1,410 $ 1,383 5 2.1 Dealer relationships 86,197 29,852 8-20 19.5 Patent 3,986 1,386 12-15 14.3 Trade name 24,667 24,667 15 3.9 Non-compete agreement 55 54 10 7.1 Backlog 98 96 0.3 0.0 Total 116,413 57,438 Less: Accumulated amortization (49,172 ) (47,841 ) Total definite-lived intangible assets, net 67,241 9,597 Indefinite-lived intangible: Trade name 31,000 — Total other intangible assets, net $ 98,241 $ 9,597 |
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 2018 $ 3,896 2019 5,097 2020 4,893 2021 4,805 2022 3,358 Thereafter 45,192 $ 67,241 |
Product Warranties (Tables)
Product Warranties (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Product Warranties Disclosures [Abstract] | |
Product Warranties | Changes in the Company’s product warranty liability, which is included in accrued expenses on the unaudited condensed consolidated balance sheets, were as follows: Three Months Ended September 30, 2017 September 30, 2016 Beginning balance $ 10,050 $ 8,083 Add: Warranty expense 3,008 1,869 Additions for Cobalt acquisition 4,404 — Less: Warranty claims paid (2,737 ) (1,219 ) Ending balance $ 14,725 $ 8,733 |
Financing (Tables)
Financing (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Outstanding debt consisted of the following: As of September 30, 2017 As of June 30, 2017 Term loans $ 110,000 $ 55,000 Less unamortized debt issuance costs (1,793 ) (1,597 ) Total debt 108,207 53,403 Less current maturities — — Long-term debt less current maturities $ 108,207 $ 53,403 |
Tax Receivable Agreement Liab31
Tax Receivable Agreement Liability (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Tax Receivable Agreement [Abstract] | |
Tax Receivable Agreement Liability | The following table reflects the changes to the Company's tax receivable agreement liability: September 30, 2017 June 30, 2017 Payable pursuant to tax receivable agreement $ 82,291 $ 93,750 Additions (reductions) to tax receivable agreement: Exchange of LLC Units for Class A Common Stock 119 960 Adjustment for change in estimated tax rate 2,615 (8,140 ) Payments under tax receivable agreement — (4,279 ) 85,025 82,291 Less current portion under tax receivable agreement (4,332 ) (4,332 ) Payable pursuant to tax receivable agreement, less current portion $ 80,693 $ 77,959 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
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, 2017: Assets Interest rate swap not designated as cash flow hedge $ 80 $ — $ 80 $ — Total assets at fair value $ 80 $ — $ 80 $ — As of June 30, 2017: Assets Interest rate swap not designated as cash flow hedge $ 49 $ — $ 49 $ — Total assets at fair value $ 49 $ — $ 49 $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation, Stock Options, Activity | September 30, 2017 Shares Price per share Weighted Average Exercise Price/Share Total outstanding options at beginning of year 104,000 $ 25.85 $ 25.85 Options granted — — — Options exercised — — — Options canceled — — — Outstanding options at end of period 104,000 25.85 25.85 Exercisable at end of period — — — Vested and expected to vest at end of year 104,000 $ 25.85 $ 25.85 |
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, 2017 : 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, 2017 225,854 $ 15.77 Granted — — Vested (30,926 ) (15.41 ) Forfeited — — Total Non-vested Restricted Stock Units as of September 30, 2017 194,928 $ 15.83 |
Net Earnings Per Share (Tables)
Net Earnings Per Share (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income per Share | Three Months Ended September 30, 2017 September 30, 2016 Basic: Net income attributable to Malibu Boats, Inc. $ 5,885 $ 3,780 Shares used in computing basic net income per share: Weighted-average Class A Common Stock 19,025,837 17,620,852 Weighted-average participating restricted stock units convertible into Class A Common Stock 152,919 113,538 Basic weighted-average shares outstanding 19,178,756 17,734,390 Basic net income per share $ 0.31 $ 0.21 Diluted: Net income attributable to Malibu Boats, Inc. $ 5,885 $ 3,780 Shares used in computing diluted net income per share: Basic weighted-average shares outstanding 19,178,756 17,734,390 Restricted stock units granted to employees 125,038 27,378 Diluted weighted-average shares outstanding 1 19,303,794 17,761,768 Diluted net income per share $ 0.31 $ 0.21 1 The Company excluded 1,367,211 and 1,462,150 potentially dilutive shares from the calculation of diluted net income per share for the three months ended September 30, 2017 and 2016 , as these shares |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
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, 2017 and 2016, respectively, and the Company’s financial position at September 30, 2017 and June 30, 2017, respectively: Three Months Ended September 30, 2017 Malibu U.S. Cobalt Malibu Australia Eliminations Total Net sales $ 63,032 $ 36,918 $ 5,763 $ (2,172 ) $ 103,541 Affiliate (or intersegment) sales 2,172 — — (2,172 ) — Net sales to external customers 60,860 36,918 5,763 — 103,541 Income before benefit for income taxes 3,870 1,827 469 (10 ) 6,156 Three Months Ended September 30, 2016 Malibu U.S. Cobalt Malibu 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 before provision for income taxes 6,059 — 386 (72 ) 6,373 As of September 30, 2017 As of June 30, 2017 Assets Malibu U.S. $ 343,315 $ 222,252 Cobalt 146,669 — Malibu Australia 19,926 19,099 Eliminations (148,429 ) (17,688 ) Total assets $ 361,481 $ 223,663 |
Organization, Basis of Presen36
Organization, Basis of Presentation, and Summary of Significant Accounting Policies Narrative (Details) $ / shares in Units, $ in Thousands | Aug. 14, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($)Segment | Sep. 30, 2016USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Number of reportable segments | Segment | 3 | ||
Proceeds from issuance of Class A Common Stock in offering, net of underwriting discounts | $ 55,317 | $ 0 | |
Repayments of Long-term Debt | $ 50,000 | 50,000 | $ 15,000 |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 650 | ||
Class A Common Stock | Follow-On Offering [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Issuance of Class A common stock for offerings, net of underwriting discounts (in shares) | shares | 2,300,000 | ||
Shares Issued, Price Per Share | $ / shares | $ 24.05 | ||
Proceeds from issuance of Class A Common Stock in offering, net of underwriting discounts | $ 55,317 | ||
Underwriting Discounts and Commissions | 2,758 | ||
Stock Sold by Company [Member] | Class A Common Stock | Follow-On Offering [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Proceeds from issuance of Class A Common Stock in offering, net of underwriting discounts | $ 58,075 | ||
Stock Sold by Selling Stockholders [Member] | Class A Common Stock | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Issuance of Class A common stock for offerings, net of underwriting discounts (in shares) | shares | 300,000 |
Non-controlling Interest Owners
Non-controlling Interest Ownership (Details) - shares | Sep. 30, 2017 | Jun. 30, 2017 |
Class of Stock [Line Items] | ||
Units (in shares) | 21,536,155 | 19,198,314 |
Ownership % | 100.00% | 100.00% |
Non-controlling LLC Unit holders ownership in Malibu Boats Holdings, LLC | Malibu Boat LLC [Member] | ||
Class of Stock [Line Items] | ||
Units (in shares) | 1,251,148 | 1,260,627 |
Ownership % | 5.80% | 6.60% |
Malibu Boats, Inc. ownership in Malibu Boats Holdings, LLC | Parent Company [Member] | ||
Class of Stock [Line Items] | ||
Units (in shares) | 20,285,007 | 17,937,687 |
Ownership % | 94.20% | 93.40% |
Non-controlling Interest Change
Non-controlling Interest Change in Non-controling interest (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Balance of non-controlling interest as of June 30, 2016 | $ 3,072 | |
Allocation of income to non-controlling LLC Unit holders for period | 529 | $ 446 |
Distributions paid and payable to non-controlling LLC Unit holders for period | 326 | |
Reallocation of non-controlling ownership interests in exchange for Class A Common Stock | 0 | |
Balance of non-controlling interest as of March 31, 2017 | 3,285 | |
Non-controlling LLC Unit holders ownership in Malibu Boats Holdings, LLC | ||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Distributions paid and payable to non-controlling LLC Unit holders for period | 293 | |
Reallocation of non-controlling ownership interests in exchange for Class A Common Stock | $ (23) |
Non-controlling Interest Narrat
Non-controlling Interest Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Noncontrolling Interest [Line Items] | ||
Treasury stock, shares, retired (in shares) | (6,701,000) | |
Tax distributions payable to non-controlling LLC Unit holders | $ 290 | $ 242 |
Non-controlling LLC Unit holders ownership in Malibu Boats Holdings, LLC | ||
Noncontrolling Interest [Line Items] | ||
Tax distributions payable to non-controlling LLC Unit holders | 290 | 309 |
Tax distributions paid to non-controlling LLC Unit holders | $ 312 | $ 341 |
Class A Common Stock [Member] | ||
Noncontrolling Interest [Line Items] | ||
Issuance LLC Units (in shares) | 2,354,021 |
Acquisition Additional Informat
Acquisition Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 06, 2017 | Sep. 30, 2017 | Jun. 30, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 32,614 | $ 12,692 | |
Cobalt Boats, LLC | |||
Business Acquisition [Line Items] | |||
Cash consideration paid | $ 129,525 | ||
Equity consideration paid | $ 1,000 | ||
Business acquisition, share price (in dollars per share) | $ 25.47 | ||
Acquired finite-lived intangible assets, weighted average useful life | 19 years 9 months 18 days | ||
Fair value of total consideration transferred | $ 130,525 | ||
Goodwill | $ 19,791 | ||
Acquisition related costs | $ 3,308 | ||
Common Stock | Class A Common Stock | |||
Business Acquisition [Line Items] | |||
Issuance of Class A common stock for offerings, net of underwriting discounts (in shares) | 2,300,000 | ||
Common Stock | Cobalt Boats, LLC | Class A Common Stock | |||
Business Acquisition [Line Items] | |||
Issuance of Class A common stock for offerings, net of underwriting discounts (in shares) | 39,262 | ||
Dealer relationships | Cobalt Boats, LLC | |||
Business Acquisition [Line Items] | |||
Useful Life (in years) | 20 years | ||
Patent | Cobalt Boats, LLC | |||
Business Acquisition [Line Items] | |||
Useful Life (in years) | 15 years |
Acquisition Estimated fair valu
Acquisition Estimated fair value of the assets acquired and liabilities (Details) - USD ($) $ in Thousands | Jul. 06, 2017 | Sep. 30, 2017 | Jun. 30, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 32,614 | $ 12,692 | |
Cobalt Boats, LLC | |||
Business Acquisition [Line Items] | |||
Cash consideration paid | $ 129,525 | ||
Equity consideration paid | 1,000 | ||
Fair value of total consideration transferred | 130,525 | ||
Cash | 3,973 | ||
Accounts receivable | 2,329 | ||
Inventories | 14,343 | ||
Other current assets | 363 | ||
Property, plant and equipment | 12,934 | ||
Identifiable intangible assets | 89,900 | ||
Current liabilities | (13,108) | ||
Preliminary estimate of the fair value of assets acquired and liabilities assumed | 110,734 | ||
Goodwill | $ 19,791 |
Acquisition Intangible Assets A
Acquisition Intangible Assets Acquired (Details) - Cobalt Boats, LLC $ in Thousands | Jul. 06, 2017USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Definite-lived intangibles | $ 58,900 |
Identifiable intangible assets | 89,900 |
Dealer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Definite-lived intangibles | $ 56,300 |
Useful Life (in years) | 20 years |
Patent | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Definite-lived intangibles | $ 2,600 |
Useful Life (in years) | 15 years |
Trade name | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Indefinite-lived intangible | $ 31,000 |
Acquisition Pro forma (Details)
Acquisition Pro forma (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||
Net sales | $ 103,541 | $ 62,021 |
Net income | 6,414 | 4,226 |
Net income attributable to Malibu Boats, Inc. | $ 5,885 | $ 3,780 |
Basic (in dollars per share) | $ 0.31 | $ 0.21 |
Diluted (in dollars per share) | $ 0.31 | $ 0.21 |
Cobalt Boats, LLC | Pro Forma [Member] | ||
Business Acquisition [Line Items] | ||
Net sales | $ 103,541 | $ 95,310 |
Net income | 6,737 | 4,255 |
Net income attributable to Malibu Boats, Inc. | $ 6,178 | $ 3,849 |
Basic (in dollars per share) | $ 0.32 | $ 0.20 |
Diluted (in dollars per share) | $ 0.32 | $ 0.20 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Jun. 30, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 26,720 | $ 15,643 |
Work in progress | 6,338 | 2,068 |
Finished goods | 9,693 | 6,124 |
Total inventories | $ 42,751 | $ 23,835 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Jun. 30, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property equipment, gross | $ 54,504 | $ 41,402 |
Less: Accumulated depreciation | (16,896) | (17,279) |
Property, plant and equipment, net | 37,608 | 24,123 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property equipment, gross | 634 | 367 |
Building and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property equipment, gross | 17,798 | 11,009 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property equipment, gross | 27,342 | 22,844 |
Property, plant and equipment, net | 0 | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property equipment, gross | 4,172 | 3,536 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Property equipment, gross | $ 4,558 | $ 3,646 |
Property and Equipment Narrativ
Property and Equipment Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | $ 37,608 | $ 24,123 | |
Depreciation | 1,730 | $ 968 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Disposals | 2,122 | ||
Property, plant and equipment, net | $ 0 |
Goodwill and Other Intangible47
Goodwill and Other Intangible Assets - Carrying Amount of Goodwill (Details) $ in Thousands | 3 Months Ended |
Sep. 30, 2017USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Acquired During Period | $ 19,791 |
Goodwill [Roll Forward] | |
Goodwill as of June 30, 2017 | 12,692 |
Effect of foreign currency changes on goodwill | 131 |
Goodwill as of September 30, 2017 | $ 32,614 |
Goodwill and Other Intangible48
Goodwill and Other Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2017 | Jun. 30, 2017 | |
Goodwill [Line Items] | ||
Gross Carrying Amount | $ 116,413 | $ 57,438 |
Accumulated Amortization | (49,172) | (47,841) |
Other intangible assets, net | 67,241 | 9,597 |
Total definite-lived intangible assets, net | 98,241 | 9,597 |
Indefinite-Lived Trade Names | 31,000 | 0 |
Reacquired franchise rights | ||
Goodwill [Line Items] | ||
Gross Carrying Amount | $ 1,410 | 1,383 |
Estimated Useful Life (in years) | 5 years | |
Weighted Average Remaining Useful Life (in years) | 1 year 12 months 22 days | |
Dealer relationships | ||
Goodwill [Line Items] | ||
Gross Carrying Amount | $ 86,197 | 29,852 |
Weighted Average Remaining Useful Life (in years) | 19 years 6 months 3 days | |
Patent | ||
Goodwill [Line Items] | ||
Gross Carrying Amount | $ 3,986 | 1,386 |
Weighted Average Remaining Useful Life (in years) | 14 years 3 months 20 days | |
Trade name | ||
Goodwill [Line Items] | ||
Gross Carrying Amount | $ 24,667 | 24,667 |
Estimated Useful Life (in years) | 15 years | |
Weighted Average Remaining Useful Life (in years) | 3 years 11 months 10 days | |
Non-compete agreement | ||
Goodwill [Line Items] | ||
Gross Carrying Amount | $ 55 | 54 |
Estimated Useful Life (in years) | 10 years | |
Weighted Average Remaining Useful Life (in years) | 7 years 23 days | |
Backlog | ||
Goodwill [Line Items] | ||
Gross Carrying Amount | $ 98 | $ 96 |
Estimated Useful Life (in years) | 3 months 22 days | |
Weighted Average Remaining Useful Life (in years) | 1 day | |
Minimum | Dealer relationships | ||
Goodwill [Line Items] | ||
Estimated Useful Life (in years) | 8 years | |
Minimum | Patent | ||
Goodwill [Line Items] | ||
Estimated Useful Life (in years) | 12 years | |
Maximum | Dealer relationships | ||
Goodwill [Line Items] | ||
Estimated Useful Life (in years) | 15 years | |
Maximum | Patent | ||
Goodwill [Line Items] | ||
Estimated Useful Life (in years) | 15 years |
Goodwill and Other Intangible49
Goodwill and Other Intangible Assets - Intangible Assets - Future Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Jun. 30, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2018 | $ 3,896 | |
2,018 | 5,097 | |
2,019 | 4,893 | |
2,020 | 4,805 | |
2,021 | 3,358 | |
Thereafter | 45,192 | |
Other intangible assets, net | $ 67,241 | $ 9,597 |
Goodwill and Other Intangible50
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 1,308 | $ 550 |
Product Warranties Narrative (D
Product Warranties Narrative (Details) | 3 Months Ended |
Sep. 30, 2017 | |
Malibu and Axis Products MY16 and subsequent | |
Product Warranty Liability [Line Items] | |
Standard product warranty, period | 5 years |
Malibu boats MY15 and prior | |
Product Warranty Liability [Line Items] | |
Standard product warranty, period | 3 years |
Axis boats MY15 and prior | |
Product Warranty Liability [Line Items] | |
Standard product warranty, period | 2 years |
Cobalt structural products | |
Product Warranty Liability [Line Items] | |
Standard product warranty, period | 10 years |
Cobalt bow-to-stern products | |
Product Warranty Liability [Line Items] | |
Standard product warranty, period | 5 years |
Gelcoat products | |
Product Warranty Liability [Line Items] | |
Standard product warranty, period | 3 years |
Product Warranties (Details)
Product Warranties (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning balance | $ 10,050 | $ 8,083 |
Add: Warranty expense | 3,008 | 1,869 |
Standard and Extended Product Warranty Accrual, Additions from Business Acquisition | 4,404 | 0 |
Less: Warranty claims paid | (2,737) | (1,219) |
Ending balance | $ 14,725 | $ 8,733 |
Financing Debt (Details)
Financing Debt (Details) - USD ($) $ in Thousands | Jul. 06, 2017 | Jun. 28, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Term loans | $ 110,000 | $ 55,000 | |||
Less unamortized debt issuance costs | (671) | ||||
Term loans | 108,207 | 53,403 | |||
Less current maturities | 0 | 0 | |||
Long-term debt less current maturities | 108,207 | 53,403 | |||
Proceeds from long-term borrowings | 105,000 | $ 0 | |||
New Accounting Principles, Early Adoption | June 2017 Term Loan [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Less unamortized debt issuance costs | $ (1,793) | $ (1,597) | |||
Credit Agreement [Member] | June 2017 Term Loan [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Term loans | $ 55,000 | ||||
Proceeds from long-term borrowings | $ 55,000 | ||||
Credit Agreement [Member] | July 2017 Term Loan [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Term loans | $ 105,000 | ||||
Proceeds from long-term borrowings | $ 105,000 |
Financing (Long-Term Debt Narra
Financing (Long-Term Debt Narratives) (Details) - USD ($) | Aug. 14, 2017 | Jul. 06, 2017 | Jun. 28, 2017 | Jul. 01, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 |
Line of Credit Facility [Line Items] | |||||||
Long-term Debt | $ 108,207,000 | $ 53,403,000 | |||||
Debt Issuance Costs, Net | $ 671,000 | ||||||
Principal payments on long-term borrowings | $ 50,000,000 | 50,000,000 | $ 15,000,000 | ||||
Write off of Deferred Debt Issuance Cost | 815,000 | ||||||
Derivative, term of contract | 5 years | ||||||
Fixed quarterly interest rate | 1.52% | ||||||
Derivative notional amount | $ 39,250,000 | ||||||
Outstanding balance, percent | 50.00% | ||||||
Derivative, gain on derivative | $ 31,000 | $ 245,000 | |||||
Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 35,000 | ||||||
Term Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Long-term Debt | 160,000,000 | ||||||
Long-term Debt | |||||||
Line of Credit Facility [Line Items] | |||||||
Long-term debt, weighted average interest rate | 3.70% | ||||||
June 2017 Term Loan [Member] | Credit Agreement [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Long-term Debt | 55,000,000 | ||||||
June 2017 Term Loan [Member] | Credit Agreement [Member] | Debt Instrument, Redemption, Period One | Long-term Debt | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, periodic payment | 700,000 | ||||||
June 2017 Term Loan [Member] | Credit Agreement [Member] | Debt Instrument, Redemption, Period Two | Long-term Debt | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, periodic payment | 1,000,000 | ||||||
June 2017 Term Loan [Member] | Credit Agreement [Member] | Debt Instrument, Redemption, Period Three | Long-term Debt | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, periodic payment | 1,400,000 | ||||||
July 2017 Term Loan [Member] | Credit Agreement [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Long-term Debt | $ 105,000,000 | ||||||
July 2017 Term Loan [Member] | Credit Agreement [Member] | Debt Instrument, Redemption, Period One | Long-term Debt | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, periodic payment | 1,300,000 | ||||||
July 2017 Term Loan [Member] | Credit Agreement [Member] | Debt Instrument, Redemption, Period Two | Long-term Debt | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, periodic payment | 2,000,000 | ||||||
July 2017 Term Loan [Member] | Credit Agreement [Member] | Debt Instrument, Redemption, Period Three | Long-term Debt | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, periodic payment | $ 2,600,000 | ||||||
Term Loan [Member] | Credit Agreement [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Incremental Term Loan Maximum Borrowing Capacity | 50,000,000 | ||||||
Deferred finance costs | $ 2,074,000 | ||||||
Credit Facility, Maximum Amount, Purchase Of Stock Or Stock Options | 2,000,000 | ||||||
Credit Facility, Maximum Amount, Share Repurchase | 20,000,000 | ||||||
Credit Facility, Maximum Amount, Dividend And Distributions | $ 6,000,000 | ||||||
Term Loan [Member] | Credit Agreement [Member] | Federal Funds Effective Swap Rate [Member] | Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 0.50% | ||||||
Term Loan [Member] | Credit Agreement [Member] | Base Rate | Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.00% | ||||||
Term Loan [Member] | Credit Agreement [Member] | Minimum | Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.25% | ||||||
Term Loan [Member] | Credit Agreement [Member] | Minimum | London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||
Term Loan [Member] | Credit Agreement [Member] | Minimum | Base Rate | Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 0.75% | ||||||
Term Loan [Member] | Credit Agreement [Member] | Maximum | Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.50% | ||||||
Term Loan [Member] | Credit Agreement [Member] | Maximum | London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 3.00% | ||||||
Term Loan [Member] | Credit Agreement [Member] | Maximum | Base Rate | Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 2.00% |
Tax Receivable Agreement Liab55
Tax Receivable Agreement Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | |
Tax Receivable Agreement [Line Items] | |||
Tax receivable agreement, percentage of realized cash saving in tax to pass through | 8500.00% | ||
Tax Receivable Agreement [Roll Forward] | |||
Payable pursuant to tax receivable agreement | $ 82,291 | $ 93,750 | $ 93,750 |
Additions (reductions) to tax receivable agreement: | |||
Adjustment to tax receivable agreement liability | 2,615 | $ 0 | 8,140 |
Payments under tax receivable agreement | 0 | (4,279) | |
Payable pursuant to tax receivable agreement | 85,025 | 82,291 | |
Less current portion under tax receivable agreement | (4,332) | (4,332) | |
Payable pursuant to tax receivable agreement | 77,959 | ||
Deferred Tax Assets, Investment in Subsidiaries | 110,474 | 109,375 | |
Exchange of LLC Units for Class A Shares | |||
Additions (reductions) to tax receivable agreement: | |||
Exchange of LLC Units for Class A Common Stock | 119 | 960 | |
Adjustment to tax receivable agreement liability | $ 2,615 | $ (8,140) |
Tax Receivable Agreement Liab56
Tax Receivable Agreement Liability Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | |
Tax Receivable Agreement [Abstract] | |||
Adjustment to tax receivable agreement liability | $ 2,615 | $ 0 | $ 8,140 |
Tax receivable agreement, percentage of realized cash saving in tax to pass through | 8500.00% | ||
Deferred Tax Assets, Investment in Subsidiaries | $ 110,474 | $ 109,375 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Recurring - USD ($) $ in Thousands | Sep. 30, 2017 | Jun. 30, 2017 |
Assets | ||
Interest rate swap not designated as cash flow hedge | $ 80 | $ 49 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Interest rate swap not designated as cash flow hedge | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Interest rate swap not designated as cash flow hedge | 80 | 49 |
Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Interest rate swap not designated as cash flow hedge | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |||
Deferred tax assets, valuation allowance | $ 10,345 | $ 10,324 | |
Effective income tax rate reconciliation, percent | (4.20%) | 33.70% | |
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) | 3 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Number of Restricted Stock Units and Restricted Stock Awards Outstanding | |
Forfeited (in shares) | 0 |
Restricted Stock | |
Number of Restricted Stock Units and Restricted Stock Awards Outstanding | |
Total Non-vested Restricted Stock Units as of June 30, 2016 (in shares) | 225,854 |
Granted (in shares) | 0 |
Vested (in shares) | (30,926) |
Total Non-vested Restricted Stock Units as of December 31, 2016 (in shares) | 194,928 |
Weighted Average Grant Date Fair Value | |
Total Non-vested Restricted Stock Units as of June 30, 2016 (in usd per share) | $ / shares | $ 15.77 |
Granted (in usd per share) | $ / shares | 0 |
Vested (in usd per share) | $ / shares | (15.41) |
Forfeited (in usd per share) | $ / shares | 0 |
Total Non-vested Restricted Stock Units as of December 31, 2016 (in usd per share) | $ / shares | $ 15.83 |
Long-Term Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,131,305 |
Stock-Based Compensation Narrat
Stock-Based Compensation Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Jan. 01, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cash paid for withholding taxes on vested restricted stock | $ 231 | $ 108 | ||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in usd per share) | $ 0 | |||
Vested (in shares) | 30,926 | |||
Stock compensation expense | $ 362 | $ 465 | ||
Unrecognized compensation cost | $ 3,239 | $ 3,601 | ||
Shares paid for tax withholding for share based compensation (in shares) | 8,456 | |||
Cash paid for withholding taxes on vested restricted stock | $ 231 | |||
Long-Term Incentive Plan | ||||
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 | 1,131,305 | |||
Weighted average years outstanding for unvested awards | 2 years 2 months | |||
Long-Term Incentive Plan | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Issuances of equity for services (in shares) | 2,408 |
Stock-Based Compensation Stock
Stock-Based Compensation Stock Options (Details) | 3 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Total outstanding options at beginning of year (in shares) | shares | 104,000 |
Options granted (in shares) | shares | 0 |
Options exercised (in shares) | shares | 0 |
Options canceled (in shares) | shares | 0 |
Outstanding options at end of period (in shares) | shares | 104,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Total outstanding options at beginning of year (in dollars per share) | $ / shares | $ 25.85 |
Options granted (in dollars per share) | $ / shares | 0 |
Options exercised (in dollars per share) | $ / shares | 0 |
Outstanding options at end of period (in dollars per share) | $ / shares | 0 |
Total outstanding options at beginning of year (in dollars per share) | $ / shares | $ 25.85 |
Exercisable at end of period (in shares) | shares | 0 |
Vested and expected to vest at end of year (in shares) | shares | 104,000 |
Exercisable at end of period (in dollars per share) | $ / shares | $ 0 |
Vested and expected to vest at end of year (in dollars per share) | $ / shares | $ 25.85 |
Net Earnings Per Share (Details
Net Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Basic: | ||
Net income attributable to Malibu Boats, Inc. | $ 5,885 | $ 3,780 |
Basic weighted-average shares outstanding | 19,178,756 | 17,734,390 |
Basic net income (loss) per share (in dollars per share) | $ 0.31 | $ 0.21 |
Diluted: | ||
Net income attributable to Malibu Boats, Inc. | $ 5,885 | $ 3,780 |
Shares used in computing basic net income per share: | 19,178,756 | 17,734,390 |
Weighted average shares outstanding used in computing net income per share, Diluted (in shares) | 19,303,794 | 17,761,768 |
Diluted net income (loss) per share (in dollars per share) | $ 0.31 | $ 0.21 |
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 1,367,211 | 1,462,150 |
Class A Common Stock | ||
Basic: | ||
Basic weighted-average shares outstanding | 19,025,837 | 17,620,852 |
Diluted: | ||
Shares used in computing basic net income per share: | 19,025,837 | 17,620,852 |
Restricted Stock Units (RSUs) | ||
Diluted: | ||
Weighted-average restricted shares. adjustments | 125,038 | 27,378 |
Fully Vested/Participating | Restricted Stock Units (RSUs) | ||
Basic: | ||
Basic weighted-average shares outstanding | 152,919 | 113,538 |
Diluted: | ||
Shares used in computing basic net income per share: | 152,919 | 113,538 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Thousands | Aug. 26, 2016USD ($) | Sep. 30, 2017USD ($)member | Sep. 30, 2016Members | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Dec. 15, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | ||||||
Repurchase units, number | 0 | 0 | ||||
Amended litigation settlement, amount | $ 1,938 | |||||
Loss contingency, damages sought | $ 5,000 | $ 3,268 | ||||
Floor Financing, Repurchase Obligations | $ 147,838 | $ 107,923 | ||||
Financing Receivable, Gross | $ 687 | $ 0 |
Commitment and Contingencies Lo
Commitment and Contingencies Loss Contingencies (Details) - USD ($) $ in Thousands | May 30, 2017 | May 02, 2017 | Aug. 26, 2016 | Jun. 30, 2016 | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 15, 2016 |
Loss Contingencies [Line Items] | |||||||
Litigation Settlement, Amount Awarded from Other Party | $ 2,500 | ||||||
Floor Financing, Repurchase Obligations | $ 147,838 | $ 107,923 | |||||
Financing Receivable, Gross | $ 687 | $ 0 | |||||
Litigation settlement | $ 2,175 | ||||||
Loss contingency, damages sought | $ 5,000 | $ 3,268 | |||||
Amended litigation settlement, amount | $ 1,938 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||
Net Sales | $ 103,541 | $ 62,021 |
Income before (benefit) provision for income taxes | 6,156 | 6,373 |
Malibu U.S. | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 60,860 | 56,526 |
Income before (benefit) provision for income taxes | 3,870 | 6,059 |
Cobalt Boats, LLC | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 36,918 | |
Malibu Australia | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 5,763 | 5,495 |
Income before (benefit) provision for income taxes | 469 | 386 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 103,541 | 62,021 |
Operating Segments [Member] | Malibu U.S. | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 63,032 | 58,768 |
Operating Segments [Member] | Cobalt Boats, LLC | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 36,918 | 0 |
Income before (benefit) provision for income taxes | 1,827 | 0 |
Operating Segments [Member] | Malibu Australia | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 5,763 | 5,495 |
Intersegment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Net Sales | (2,172) | (2,242) |
Income before (benefit) provision for income taxes | (10) | (72) |
Intersegment Eliminations | Malibu U.S. | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 2,172 | $ 2,242 |
Intersegment Eliminations | Cobalt Boats, LLC | ||
Segment Reporting Information [Line Items] | ||
Net Sales | $ 0 |
Segment Information Assets (Det
Segment Information Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Jun. 30, 2017 |
Segment Reporting Information [Line Items] | ||
Assets | $ 361,481 | $ 223,663 |
Malibu U.S. | ||
Segment Reporting Information [Line Items] | ||
Assets | 343,315 | 222,252 |
Malibu Australia | ||
Segment Reporting Information [Line Items] | ||
Assets | 19,926 | 19,099 |
Operating Segments [Member] | Cobalt Boats, LLC | ||
Segment Reporting Information [Line Items] | ||
Assets | 146,669 | 0 |
Intersegment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Assets | $ (148,429) | $ (17,688) |
Subsequent Event (Details)
Subsequent Event (Details) - $ / shares | Nov. 06, 2017 | Sep. 30, 2017 |
Subsequent Event [Line Items] | ||
Options granted (in shares) | 0 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Options granted (in shares) | 40,000 | |
Restricted Stock Units (RSUs) | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 34,900 | |
Share Price | $ 30.87 | |
Restricted Stock | ||
Subsequent Event [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | |
Restricted Stock | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 44,000 |