UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q/A
Amendment No. 1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2014
Commission file number: 001-36290
 
MALIBU BOATS, INC.
(Exact Name of Registrant as specified in its charter)
Delaware
 
5075 Kimberly Way
Loudon, Tennessee 37774
 
46-4024640
(State or other jurisdiction of
incorporation or organization)
 
(Address of principal executive offices,
including zip code)
 
(I.R.S. Employer
Identification No.)
 
 
(865) 458-5478
 
 
 
 
(Registrant’s telephone number,
including area code)
 
 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer
 
¨
  
Accelerated filer
 
¨
 
 
 
 
Non-accelerated filer
 
þ   (Do not check if a smaller reporting company)
  
Smaller reporting company
 
¨
 
 
 
 
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  ¨ No þ
 
 
 
 
 
 
 
Class A Common Stock, par value $0.01, outstanding as of May 12, 2014:
11,054,830

shares
Class B Common Stock, par value $0.01, outstanding as of May 12, 2014:
34

shares

1


Explanatory Note

The purpose of this Amendment No.1 to the Quarterly Report on Form 10-Q for Malibu Boats, Inc. (the “Company”) for the quarterly period ended March 31, 2014, filed with the Securities and Exchange Commission on May 12, 2014 (the “Form 10-Q”), is to (A) note on the cover of the Form 10-Q that the Company (1) has filed all reports require to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days, and (B) file Exhibit 3.5 included in Item 6 to the Form 10-Q which was inadvertently omitted from the original filing of the Form 10-Q. This Amendment No.1 only affects the facing page and Item 6 of the Form 10-Q and does not otherwise change or update the disclosures or financial information set forth in the Form 10-Q as originally filed and does not otherwise reflect events occurring after the original filing of the Form 10-Q.

2


PART II - OTHER INFORMATION

Item 6.      Exhibits

The exhibits filed as part of this Quarterly Report are listed in the exhibit index immediately preceding such exhibits, which exhibit index is incorporated herein by reference.
Exhibit No.
 
Description
3.1
 
Certificate of Incorporation of Malibu Boats, Inc. 1
3.2
 
Bylaws of Malibu Boats, Inc. 1
3.3
 
Certificate of Formation of Malibu Boats Holdings, LLC 1
3.4
 
First Amended and Restated Limited Liability Company Agreement of Malibu Boats Holdings, LLC, dated as of February 5, 2014 2
3.5*
 
First Amendment dated as of February 5, 2014, to First Amended and Restated Limited Liability Company Agreement of Malibu Boats Holdings, LLC
4.1
 
Form of Class A Common Stock Certificate 1
4.2
 
Form of Class B Common Stock Certificate 1
4.3
 
Exchange Agreement, dated as of February 5, 2014, by and among Malibu Boats, Inc. and Affiliates of Black Canyon Capital LLC and Horizon Holdings LLC 2
4.4
 
Exchange Agreement, dated as of February 5, 2014, by and among Malibu Boats, Inc. and the Other Members of Malibu Boats Holdings, LLC 2
4.5
 
Tax Receivable Agreement, dated as of February 5, 2014, by and among Malibu Boats, Inc., Malibu Boats Holdings, LLC and the Other Members of Malibu Boats Holdings, LLC 2
4.6
 
Registration Rights Agreement, dated as of February 5, 2014, by and among Malibu Boats, Inc., Black Canyon Management LLC and Affiliates of Black Canyon Capital LLC 2
4.7
 
Voting Agreement, dated as of February 5, 2014, by and among Malibu Boats, Inc., Black Canyon Management LLC, Jack D. Springer, Wayne R. Wilson and Ritchie L. Anderson 2
10.1
 
Second Amendment dated May 8, 2014, to the Credit Agreement by and among Malibu Boats, LLC, Malibu Boats Holdings, LLC, SunTrust Bank and the other Lenders and Guarantors defined therein 4
31.1
 
Certificate of the Chief Executive Officer of Malibu Boats, Inc. pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 4
31.2
 
Certificate of the Chief Financial Officer of Malibu Boats, Inc. pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 4
32
 
Certification of the Chief Executive Officer and Chief Financial Officer of Malibu Boats, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 4
101.INS
 
XBRL Instance Document 3,4
101.SCH
 
XBRL Taxonomy Extension Schema Document 3,4
101.CAL
 
XBRL Taxonomy Calculation Linkbase Document 3,4
101.DEF
 
XBRL Definition Linkbase Document 3,4
101.LAB
 
XBRL Taxonomy Label Linkbase Document 3,4
101.PRE
 
XBRL Taxonomy Presentation Linkbase Document 3,4
 
 
 
(1)
Filed as an exhibit to Amendment No. 1 to the Company’s registration statement on Form S-1 (Registration No. 333-192862) filed on January 8, 2014.
(2)
Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 001-36290) filed on February 6, 2014.
(3)
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
(4)
Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 filed on May 12, 2014.
*
Filed herewith.

 



3


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
May 13, 2014
 
MALIBU BOATS, INC.
 
 
 
 
 
 
 
By:
/s/ Jack Springer
 
 
 
Jack Springer,
Chief Executive Officer
 
 
 
(Principal Executive Officer)
 
 
By:
/s/ Wayne Wilson
 
 
 
Wayne Wilson,
Chief Financial Officer
 
 
 
(Principal Financial Officer)




Exhibit 3.5

FIRST AMENDMENT
TO
FIRST AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
MALIBU BOATS HOLDINGS, LLC

This First Amendment (the “Amendment”) to the First Amended and Restated Limited Liability Company Agreement of MALIBU BOATS HOLDINGS, LLC, a Delaware limited liability company (the “Company”), dated as of February 5, 2014 (the “LLC Agreement”), is made and entered into as of February 5, 2014, by Malibu Boats, Inc., a Delaware corporation and managing member of the Company (the “Managing Member”).

W I T N E S S E T H :

WHEREAS, Schedule A of the LLC Agreement sets forth the Members and their respective Units, Percentage Interests and Capital Contributions;

WHEREAS, the Managing Member desires to amend Schedule A of the LLC Agreement to reflect the number of Units owned by and the Percentage Interests and Capital Contributions of the Members after the closing of the initial public offering of the Managing Member; and

WHEREAS, this Amendment is executed in accordance with Section 2.2(b) of the LLC Agreement.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.     Amendment . Schedule A of the LLC Agreement shall be deleted in its entirety and replaced with Schedule A attached hereto.

2.     Amendment and Ratification . The LLC Agreement is hereby amended in accordance with the foregoing provisions of this Amendment. The LLC Agreement, as amended as provided herein, is hereby ratified and shall remain in full force and effect.

3.     Defined Terms . Capitalized terms used in this Amendment shall have the same meanings as in the LLC Agreement unless otherwise defined herein.

[Remainder of Page Intentionally Left Blank]

1


IN WITNESS WHEREOF, this Amendment is effective on the date first above written.


MANAGING MEMBER:

MALIBU BOATS, INC.


By: /s/ Wayne R. Wilson
Name: Wayne R. Wilson
Title: Chief Financial Officer


2


SCHEDULE A

SCHEDULE OF MEMBERS
Name and Address of Member
Number of Units
Percentage Interest
Capital Contributions
Malibu Boats, Inc.
7,642,996
34.077
%

$74,227,972.12

Black Canyon Direct Investment Fund L.P.
3,622,940
16.153
%
11,175,185.15

Malibu Holdco A, LLC
3,011,270
13.426
%
9,288,448.16

Horizon Holdings LLC
2,483,725
11.074
%
190,755.31

Merced OKR, LLC
1,142,767
5.095
%
2,707,399.62

Malibu Holdings, LP
778,196
3.470
%
1,819,024.19

Black Canyon Investments, L.P.
626,763
2.794
%
1,933,289.67

Springer, Jack
473,309
2.110
%
12,890.44

Canyon Value Realization Fund, L.P.
449,102
2.002
%
1,385,284.21

Malibu Holdco B, LLC
400,564
1.786
%
1,235,563.40

Loudon Partners LLC
360,221
1.606
%
927,998.75

Wilson, Wayne
224,707
1.002
%
12,890.42

Singer, Paul
188,189
0.839
%
484,812.21

Anderson, Ritchie
154,773
0.690
%
−

Gasper, Dan
116,512
0.519
%
229,879.02

Childres, Douglas
89,232
0.398
%
229,879.92

Gaines, Paul
79,471
0.354
%
183,903.76

McCall, Adam
66,893
0.298
%
−

Bennett, Barry
66,226
0.295
%
153,253.52

Farmer, Dan
39,735
0.177
%
91,950.72

Clothier, Steven
35,693
0.159
%
91,952.91

Banks, Robin
35,693
0.159
%
91,952.91

Verna, Heidi
35,693
0.159
%
91,952.91

Woods, Randy
32,317
0.144
%
83,254.76

Davenport, Scott
26,817
0.120
%
−

Little, Lynn
26,817
0.120
%
−

Bryant, David
26,490
0.118
%
61,300.48

Farmer, Lani
26,490
0.118
%
61,300.48

Kelley, Dennis
26,490
0.118
%
61,300.48

Livesay, Stephen
26,490
0.118
%
61,300.48

Smith, Mitch
26,490
0.118
%
61,300.48

Evans, Chris
23,795
0.106
%
61,300.37

Kent, Debbie
13,409
0.060
%
−

Ward, Greg
13,409
0.060
%
−

Dugger, Corey
13,409
0.060
%
−

True, Peggy
13,409
0.060
%
−

Ditchfield, Brad
8,065
0.036
%
−

   TOTAL
22,428,567
100.0
%

$107,017,296.85



Schedule A