ACQUISITION | 4. ACQUISITION Crest Acquisition: On October 1, 2018, the Company completed its acquisition of Crest, a manufacturer of premium pontoon boats, providing the Company with additional product diversification. With the acquisition of Crest, the Company expanded its product portfolio and now operates in three segments of the powerboat industry – performance sport boats, outboard saltwater fishing boats and pontoon boats. T he purchase price was $81,729 The Company accounted for the transaction using the acquisition method in accordance with ASC 805, Business Combinations . The total consideration has been allocated to the assets acquired and liabilities assumed based on preliminary estimates of their fair values as of the date of acquisition. Because of the complexities involved with performing the valuation, the Company has recorded the tangible and intangible assets acquired and liabilities assumed based on their preliminary fair values as of October 1, 2018. The preliminary measurements of fair value were based upon estimates utilizing the assistance of third-party valuation specialists and are subject to change. Any adjustments are recognized in the period in which they are identified. The Company expects the valuation of tangible and intangible assets and working capital adjustments to be finalized during fiscal year 2019. The following table summarizes the preliminary purchase price allocation based on the estimated fair values of the assets acquired and liabilities assumed of Crest at the acquisition date: Purchase Price: As Reported on Subsequent Adjustments As Reported on December 30, 2018 to Fair Value March 31, 2019 Cash paid, net of cash acquired $ 81,729 $ - $ 81,729 Recognized preliminary amounts of identifiable assets acquired and (liabilities assumed), at fair value: Accounts receivable $ 5,272 $ - $ 5,272 Inventories 9,928 (75 ) 9,853 Other current assets 185 — 185 Property, plant and equipment 1,840 — 1,840 Identifiable intangible assets 35,245 — 35,245 Current liabilities (6,338 ) (296 ) (6,634 ) Fair value of assets acquired and liabilities assumed 46,132 (371 ) 45,761 Goodwill 35,597 371 35,968 $ 81,729 $ - $ 81,729 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 intangible: Dealer network $ 18,000 10 Software 245 5 Indefinite-lived intangible: Trade name 17,000 Total identifiable intangible assets $ 35,245 The value allocated to inventories reflect 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 value allocated to accounts receivable represents the estimated fair value of the acquired receivables based on the expected collection of those receivables, less an estimated allowance for bad debts. The fair value of the identifiable intangible assets were determined based on the following approaches: • Dealer Network – The value associated with Crest’s dealer network is attributed to its long-standing dealer relationships. 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 network through the application of the multi-period excess earnings approach. The estimated remaining useful life of dealer network is approximately ten years. • Software – The value attributed to Crest’s software was determined using the replacement cost method, a variation of cost approach, which requires an estimate of the replacement cost and incorporates an obsolescence factor and a developer’s profit margin. The estimated remaining useful life of software is approximately five years. • Trade Name – The value attributed to Crest’s trade name was determined using the relief from royalty method, a variation of the income approach, which requires an estimate or forecast of the expected future cash flows. The trade name has an indefinite life. The fair value of the definite-lived intangible asset is being amortized using the straight-line method to amortization of intangible assets expense over the estimated useful life. Indefinite-lived intangible assets are not amortized, but instead are evaluated for potential impairment on an annual basis in accordance with the provision of ASC Topic 350, Intangibles—Goodwill and Other. The weighted average useful life of identifiable definite-lived intangible assets acquired was 9.9 years. Goodwill of $35,968 arising from the acquisition consists of future growth prospects including dealer expansion into new geographic markets and capacity expansion as well as intangible assets that do not qualify for separate recognition. The indefinite-lived intangible assets and goodwill acquired are expected to be deductible for income tax purposes. Acquisition related costs of $2,044, which were incurred by the Company during the nine months ended March 31, 2019, 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 three and nine months ended March 31, 2019. NauticStar Acquisition: On October 2, 2017, the Company completed its acquisition of NauticStar which unites complementary boat brands and adds to its product diversity. T he purchase price was $80,511 The Company accounted for the transaction using the acquisition method in accordance with ASC 805, Business Combinations . The total consideration was allocated to the assets acquired and liabilities assumed based on estimates of their fair values as of the date of acquisition. The Company recorded the tangible and intangible assets acquired and liabilities assumed based on their fair values as of October 2, 2017. The measurements of fair value were based upon estimates utilizing the assistance of third-party valuation specialists. The following table summarizes the purchase price allocation based on the estimated fair values of the assets acquired and liabilities assumed of NauticStar at the acquisition date: Purchase Price: Cash paid, net of cash acquired $ 80,511 Recognized amounts of identifiable assets acquired and (liabilities assumed), at fair value: Accounts receivable $ 1,773 Inventories 6,358 Other current assets 94 Indemnification asset 166 Deferred income taxes 83 Property, plant and equipment 4,945 Identifiable intangible assets 36,000 Current liabilities (4,858 ) Unrecognized tax positions (249 ) Fair value of assets acquired and liabilities assumed 44,312 Goodwill 36,199 $ 80,511 Pro Forma Financial Information: The following unaudited pro forma consolidated results of operations for the three and nine months ended March 31, 2019 and April 1, 2018, assumes that the acquisitions of NauticStar and Crest occurred as of July 1, 2017, the beginning of the comparable prior annual reporting period presented. The unaudited pro forma financial information combines historical results of MasterCraft, NauticStar and Crest, with adjustments for depreciation and amortization expense based upon the fair value step-up and estimated useful lives of depreciable fixed assets and definite-life amortizable assets acquired. Adjustments also include an increase of interest expense as if the Company’s debt obtained in connection with the acquisitions had been outstanding since July 1, 2017. The unaudited pro forma financial results include non-recurring adjustments for transaction costs directly attributable to the acquisitions and costs associated with the fair value step-up of inventory. The provision for income taxes has also been adjusted for all periods, based upon the foregoing adjustments to historical results. 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 2018 or the results that may occur in the future: Three Months Ended Nine Months Ended March 31, 2019 April 1, 2018 March 31, 2019 April 1, 2018 Net sales $ 128,390 $ 114,276 $ 364,565 $ 303,783 Net income $ 12,784 $ 11,922 $ 33,628 $ 25,320 Basic earnings per share $ 0.69 $ 0.64 $ 1.80 $ 1.36 Diluted earnings per share $ 0.68 $ 0.64 $ 1.79 $ 1.35 Effective October 1, 2018, in connection with the purchase of Crest, the Company entered into a lease agreement with Crest Marine Real Estate LLC (“Real Estate”) for a manufacturing facility, storage and office building. The ten-year lease expires September 30, 2028, subject to four consecutive five year extension periods. The annual rent is $330 for the first five years of the lease term and will increase to $425 for the remaining five years. Additionally, during the option terms the rent will be adjusted every five years based upon the increase in the Consumer Price Index. One of the minority owners of Real Estate is a member of the Crest management team. Crest purchases fiberglass component parts from a supplier whose minority owner is the same member of the Crest management team that has a minority ownership in Real Estate. During the three and nine months ended March 31, 2019, the Company purchased $1,056 and $2,005 of products from the supplier. As of March 31, 2019, the outstanding balance due to the supplier is $272. |