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Delaware
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5075 Kimberly Way
Loudon, Tennessee 37774 |
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46-4024640
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(State or other jurisdiction of
incorporation or organization)
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(Address of principal executive offices,
including zip code)
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(I.R.S. Employer
Identification No.)
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(865) 458-5478
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(Registrant’s telephone number,
including area code)
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Page
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•
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we use the terms “Malibu Boats,” the “Company,” “we,” “us,” “our” or similar references to refer (1) prior to the consummation of our IPO on February 5, 2014, to Malibu Boats Holdings, LLC, or the LLC, and its consolidated subsidiaries and (2) after our IPO, to Malibu Boats, Inc. and its consolidated subsidiaries;
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we refer to our initial public offering of Class A common stock on February 5, 2014, as our “IPO”;
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we refer to the owners of membership interests in the LLC immediately prior to the consummation of the IPO, collectively, as our “pre-IPO owners”;
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we refer to owners of membership interests in the LLC (the "LLC Units"), collectively, as our “LLC members”;
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references to “fiscal year” refer to the fiscal year of Malibu Boats, which ends on June 30. Fiscal year 2013 for the LLC ended on June 30, 2013. Fiscal years 2014, 2015, 2016 and 2017 ended on June 30, 2014, 2015, 2016 and 2017 respectively;
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we use the term “recreational powerboat industry” to refer to our industry group, which includes performance sport boats, sterndrive and outboard boats;
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we use the term “performance sport boat category” to refer to our industry category, consisting primarily of fiberglass boats equipped with inboard propulsion and ranging from 19 feet to 26 feet in length, which we believe most closely corresponds to (1) the inboard ski/wakeboard category, as defined and tracked by the National Marine Manufacturers Association, or NMMA, and (2) the inboard skiboat category, as defined and tracked by Statistical Surveys, Inc., or SSI;
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we use the terms “sterndrive” and “outboard” to refer to our newly expanded industry category, consisting primarily of sterndrive and outboard boats ranging from 20 feet to 40 feet, which most closely corresponds to (1) the sterndrive and outboard categories, as defined and tracked by NMMA, and (2) the sterndrive and outboard propulsion categories, as defined and tracked by SSI; and
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references to certain market and industry data presented in this Form 10-K are determined as follows: (1) U.S. boat sales and unit volume for the overall powerboat industry and any powerboat category during any calendar year are based on retail boat market data from the NMMA; (2) U.S. market share and unit volume for the overall powerboat industry and any powerboat category during any fiscal year ended June 30 or any calendar year ended December 31 are based on comparable same-state retail boat registration data from SSI, as reported by the 50 states for which data was available as of the date of this Form 10-K; and (3) market share among U.S. manufacturers of exports to international markets of boats in any powerboat category for any period is based on data from the Port Import Export Reporting Service, available through March 31, 2017, and excludes such data for Australia and New Zealand.
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Powerboat Category
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Unit Sales
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Retail Sales
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(Dollars in millions)
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Outboard
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160,900
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$
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4,659
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Sterndrive
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12,200
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878
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Performance sport boat
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8,700
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818
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Jet boat
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5,000
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205
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Total addressable market
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186,800
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$
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6,560
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U.S. Market Share in Performance Sport Boat Category
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Manufacturer/Brand(s)
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2010
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2011
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2012
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2013
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2014
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2015
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2016
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Malibu Boats/Malibu and Axis
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24.4
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%
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29.0
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%
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30.8
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%
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33.0
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%
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32.0
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%
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32.0
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%
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33.0
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%
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Correct Craft, Inc./Nautique
1
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23.1
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19.9
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19.6
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20.6
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23.0
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21.6
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21.9
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MasterCraft Boat Company, LLC/MasterCraft
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23.3
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23.9
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21.8
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20.0
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20.5
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21.7
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21.5
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Skier's Choice, Inc./Supra and Moomba
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16.7
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15.6
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14.7
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12.6
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12.0
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12.8
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12.2
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All others
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12.5
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11.6
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13.1
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13.8
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12.5
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11.9
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11.4
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Total
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100.0
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%
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100.0
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%
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100.0
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%
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100.0
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%
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100.0
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%
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100.0
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%
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100.0
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%
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(1)
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In June 2015, Correct Craft acquired majority interest in both Centurion Boats and Supreme Boats. Accordingly, market share for Ski Supreme, Centurion, and Nautique Boat Company, Inc. ("Nautique") are reflected combined here for all periods for better comparison.
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U.S. Market Share in Sterndrive 24'-29' Segment
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Manufacturer/Brand(s)
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2010
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2011
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2012
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2013
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2014
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2015
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2016
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(units sold)
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Cobalt Boats
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14.2
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%
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18.3
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%
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18.1
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%
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21.0
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%
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27.0
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%
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27.8
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%
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29.2
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%
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Sea Ray
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18.6
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20.7
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20.6
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17.2
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16.6
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16.5
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15.4
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Chaparral
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12.7
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16.7
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15.7
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18.0
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16.1
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14.9
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14.0
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Regal Boats
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5.1
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5.9
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7.5
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8.1
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6.9
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9.3
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8.9
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Crownline
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6.4
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6.7
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8.5
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7.5
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6.9
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7.5
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8.4
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Monterey
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3.6
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4.9
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5.6
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6.7
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6.1
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6.4
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6.9
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All Others
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39.4
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26.8
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24.0
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21.6
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20.4
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17.7
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17.1
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Total
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100.0
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%
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100.0
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%
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100.0
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%
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100.0
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%
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100.0
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%
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100.0
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%
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100.0
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%
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•
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release of our patented Surf Gate technology in 2012, which allows users to surf on either side of the boat’s wake, generates a better quality surf wave and was the WSIA Innovation of the Year in 2013;
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launch of the Axis brand of boats in 2009, designed from the ground up to be an entry-level product, which has already captured a 11.3% share of the U.S. market in our category as of December 31, 2016;
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evolution of our patented Power Wedge, introduced in 2006 into the industry leading Integrated Surf Platform that includes an array of exclusive Malibu technology—Power Wedge II, Surf Gate, Surf Band and Command Center—and provides our consumers with the ability to customize the size and shape of their wakes and waves;
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successful new model introductions each year. For model year 2017, we launched four new Malibu models: the Malibu Wakesetter 24 MXZ, the Malibu Wakesetter 22 MXZ, and the Malibu Wakesetter 21 VLX were all launched in the summer of 2016; and the Malibu Response TXi was launched in November of 2016. For model year 2017, five new Cobalt models were launched: the Gateway Series CS1, the A Series A36, the SD-SC Series 23SC and 25SC Outboards, and the WSS Surf Series CS3WSS Surf; and
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a strong new expected product lineup for model year 2018 that includes a new Axis T22, a new Axis A24, an unidentified Malibu introduction and the launch of the new Wakesetter 23 LSV. In addition, Cobalt expects to announce three new models for model year 2018.
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Malibu
, our flagship brand, dates to our inception in 1982, primarily targeting consumers seeking a premium boating experience and offering our latest innovations in performance, comfort and convenience;
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Axis
, which we launched as a new brand in 2009, targets a younger demographic and provides them with a more affordably priced, entry-level boat that provides high performance, functional simplicity and the option to upgrade key features; and
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Cobalt
, which we acquired in July 2017, has built a longstanding culture of excellence throughout its 50-year history by providing a range of luxury sterndrive and outboard boats.
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Malibu Brand.
Malibu is our flagship line of performance sport boats offering eleven models through three product series: the Wakesetter series, the M series, and the Response series. The Wakesetter series is our premium, top selling series designed for consumers seeking the highest-performance water sport boat and a luxury boating experience. Wakesetters offer consumers a highly-customizable boat with our most innovative technologies and premium features, with the newest color options and interior finishes. The M series, featuring the Malibu M235, is our line of ultra-premium towboats, built from the ground up by a team of our designers, engineers, and athletes, and designed to provide consumers with a seamless blend of beauty, luxury, and power. The M series is loaded with every technologically innovative feature we offer including our Integrated Surf Platform, premium luxury interiors, most advanced helm in the industry, and our most powerful engine. The Response series, completely redesigned in 2017, was designed for consumers who desire a high-performance water ski focused boat. Primarily because of its direct
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Axis
Brand.
After the continued success with our Wakesetter series, we identified a market opportunity in entry-level performance sport boats and, in 2009, launched our Axis brand. We designed Axis for consumers who desire a lower price point, but who still demand high performance, functional simplicity and the option to upgrade their boats to have key features such as Surf Gate. The Axis series currently has five available models and we plan to refine these models continually as well as add new ones as we build out the brand. We believe the Axis series successfully provides consumers with a high quality water sport and boating experience at an attractive price, as evidenced by its #4 market position in the performance sport boat category after only seven years on the market.
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Cobalt Brand.
Cobalt is our premium line of luxury sterndrive and outboard boats available in five product lines: the Gateway Series, the R series, the A series, the SD-SC series, and the WSS/Surf Series. The Gateway series is an entry level fiberglass sterndrive boat designed for budget-conscious consumers who desire the refined quality of Cobalt boats, but at shorter lengths and a lower price point. The Gateway series is designed to allow for the comfort, convenience, and performance typically found on much larger Cobalt boats while allowing for an “athletic” use. The R series, the brand’s largest segment, is a mid-range premium fiberglass sterndrive boat constructed using a composite Kevlar and a Z-thane barrier coat that blends a sleek, powerful look with a smooth ride and exceptional performance. The combination of innovative features, performance, and design have enabled Cobalt to achieve the #1 market share with the R5. The A series is our super premium fiberglass sterndrive boat line constructed using a multi-part hull mold in composite Kevlar and with a Z-thane barrier coat that blends yacht-like qualities with a unique, powerful look as well as a smooth ride and exceptional performance. The SD-SC series includes outboard boats designed for increased saltwater durability and ease of maintenance to better penetrate saltwater markets. The WSS Surf series is an offering focused on watersports and is based on our Gateway Series and R Series featuring a sport tower for higher tow point, storage racks, integrated billet board racks, optional tower lights, ballast, surf systems and directional speakers with a look designed to appeal to our younger customers.
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Surf Gate
. Introduced in July 2012 and initially patented in September 2013, Surf Gate is available as an optional feature on all Malibu Wakesetter models and Axis brand boats. Surf Gate has revolutionized the increasingly popular sport of wake surfing. Prior to Surf Gate, boaters needed to empty ballast tanks on one side of the boat and shift passengers around to lean the boat to create a larger, more pronounced surf-quality wake. By employing precisely engineered and electronically controlled panels, Surf Gate alleviates this time-consuming and cumbersome process, allowing boaters to easily surf behind an evenly weighted boat without the need to wait for ballast changes. Recent enhancements to Surf Gate have improved upon the system’s actuators, allowing for easier and faster transfer, as well as the installation of an indicator horn and optional light signaling, which alert riders to wave transfers. For the 2016 model year, we introduced our patented Surf Band technology that allows the rider to control the surf wave, shape, size and side. In 2013, the Watersports Industry Association named Surf Gate as Innovation of the Year.
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Manual Wedge/Power Wedge
. Our patented Manual Wedge and Power Wedge allow riders to customize their wakes by simulating up to 1,200 pounds of ballast weight in the transom of their boats. Used in conjunction with Surf Gate, wake surfers are able to customize the size and shape of the wave. The Manual Wedge is available on all Malibu and Axis brand boats. Unlike our Manual Wedge, the Power Wedge, available exclusively on our Malibu line, is fully automated and integrated within the Malibu Touch Command system, increasing functionality and ease-of-use for the driver. Re-engineered for model year 2015, we released the Power Wedge II. It features a larger foil and a 21% surface-area increase, which equates to an additional 300 pounds of simulated ballast, for a total of 1,500 pounds of wake-creating water displacement. In addition, a new upward angle increases lift, allowing the driver to achieve a fully loaded boat planing much faster.
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G3/G4 Tower.
Our G3 Towers, available on Malibu brand boats, are fully customizable with speakers, power lights and racks, enhancing the overall style, performance and functionality of our boats. Our G3 Tower can easily be folded down by one person with its weightless, gas spring-assisted design, making the G3 Tower safe and easy to store. We are the only manufacturer of performance sport boats that produces towers in-house, allowing us to control this critical design element of our boats. For model year 2015, we offered a new G4 Tower featuring aerospace aluminum and an
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Electronic Dashboard Controls
. Every boat in our Wakesetter series is equipped with our MaliView and Malibu Touch Command ("MTC") systems, which function as an electronic command center that enhances the driver’s experience by providing simple and quick control of all systems on board, including the Power Wedge and Surf Gate systems, rider presets, music, lighting and navigation. For the model year 2015, we were first to market with a 12-inch touchscreen. It joined our seven-inch MTC to form the display for our new Command Center, giving the driver endless data in an easy-to-navigate interface. Every major feature is on the home screen, menu paths have been streamlined and each component meets IP60 water-intrusion standards. Built with more processing power, higher levels of integration, a feature-packed new operating system and powerful wireless connectivity, the new Command Center represents the most advanced screen technology available on performance sport boats.
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Surf Band.
Malibu’s exclusive, patented Surf Band allows a rider to strap a buoyant, hi-viz wristband and tap a simple, intuitive remote interface to take command of all aspects of the rider's surfing experience. At the same time, the interface enables the driver to monitor the rider through alerts on the electronic command center, eliminating the need for hand-signals to the spotters or driver. If the rider is wakeboarding, the Surf Band lets the rider adjust the Power Wedge II and control speed.
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Swim Step.
Cobalt's patented Swim Step deploys and retracts in seconds. It is outfitted in electropolished 316 stainless steel. The design provides a safe anchor for all water borne activities.
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TrueWave.
Every boat in Cobalt’s WSS Surf line comes with TrueWave technology, a feature that is currently patent pending. TrueWave is an automated control surf system that adjusts the bi-axis surf tabs to create the optimum surf wake either on the left or right side. TrueWave creates a fully customizable wake that provides smooth transitions, a wide push zone, and a solid pop, helping keep the boat evenly weighted and allows boaters to switch from each side in seconds without the need to re-distribute ballast and people.
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represent our products at specified boat shows;
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market our products only to retail end users in a specific geographic territory;
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promote and demonstrate our products to consumers;
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place a specified minimum number of orders of our Malibu, Axis and/or Cobalt brand products during the term of the agreement in exchange for rebate eligibility that varies according to the level of volume they commit to purchase;
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provide us with regular updates regarding the number and type of our products in their inventory;
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maintain a service department to service our products, and perform all appropriate warranty service and repairs; and
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indemnify us for certain claims.
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Rebates and Discount
. Our dealers agree to annual commitment volumes that places each dealer into a certain rebate or discount tier and determines its prospective rebate or discount amount. The structure of the dealer incentive depends on the brand represented. If a dealer meets its annual commitment volume as well as other terms of the rebate program, the dealer is entitled to the specified amounts subject to full compliance with our programs. Failure to meet the commitment volume or other terms of the program may result in partial or complete forfeiture of the dealer’s rebate or discount.
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Co-op
. Dealers of the Malibu and Axis product line may earn certain co-op reimbursements upon reaching a specified level of qualifying expenditures.
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Free flooring
. Our dealers that take delivery of current model year boats in the offseason, typically July through spring, are entitled to have us pay the interest to floor the boat until the earlier of (1) the retail sale of the unit or (2) a date near the end
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seasonal consumer demand for our products;
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discretionary spending habits;
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changes in pricing in, or the availability of supply in, the used powerboat market;
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failure to maintain a premium brand image;
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disruption in the operation of our manufacturing facilities;
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variations in the timing and volume of our sales;
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the timing of our expenditures in anticipation of future sales;
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sales promotions by us and our competitors;
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changes in competitive and economic conditions generally;
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consumer preferences and competition for consumers’ leisure time; and
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changes in the cost or availability of our labor.
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their ability to access certain capital markets and to fund their operations in a cost-effective manner;
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the performance of their overall credit portfolios;
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their willingness to accept the risks associated with lending to dealers; and
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the overall creditworthiness of those dealers.
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increased costs of customizing products for foreign countries;
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unfamiliarity with local demographics, consumer preferences and discretionary spending patterns;
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difficulties in attracting customers due to a reduced level of customer familiarity with our brand;
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competition with new, unfamiliar competitors;
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the imposition of additional foreign governmental controls or regulations, including rules relating to environmental, health and safety matters and regulations and other laws applicable to publicly-traded companies, such as the Foreign Corrupt Practices Act, or the FCPA;
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new or enhanced trade restrictions and restrictions on the activities of foreign agents, representatives and distributors;
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the imposition of increases in costly and lengthy import and export licensing and other compliance requirements, customs duties and tariffs, license obligations and other non-tariff barriers to trade;
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laws and business practices favoring local companies;
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longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems; and
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difficulties in enforcing or defending intellectual property rights.
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exemption from the auditor attestation requirements under Section 404 of the Sarbanes-Oxley Act;
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reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements;
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exemption from the requirements of holding non-binding stockholder votes on executive compensation arrangements; and
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exemption from any public rules requiring mandatory audit firm rotation and auditor discussion and analysis and, unless the SEC otherwise determines, any future audit rules that may be adopted by the Public Company Accounting Oversight Board.
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the timing of purchases or exchanges
-for instance, the increase in any tax deductions will vary depending on the fair value, which may fluctuate over time, of the depreciable or amortizable assets of the LLC at the time of each purchase or exchange;
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the price of shares of our Class A Common Stock at the time of the purchase or exchange
-the increase in any tax deductions, as well as the tax basis increase in other assets, of the LLC is directly related to the price of shares of our Class A Common Stock at the time of the purchase or exchange;
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the extent to which such purchases or exchanges are taxable
-if an exchange or purchase is not taxable for any reason, increased deductions will not be available; and
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the amount and timing of our income
-the corporate taxpayer will be required to pay 85% of the deemed benefits as and when deemed realized. If we do not have taxable income, we generally will not be required (absent a change of control or other circumstances requiring an early termination payment) to make payments under the tax receivable agreement for that taxable year because no benefit will have been realized. However, any tax benefits that do not result in realized benefits in a given tax year will likely generate tax attributes that may be utilized to generate benefits in previous or future tax years. The utilization of such tax attributes will result in payments under the tax receivable agreement.
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our ability to integrate our recent acquisition of Cobalt into our business;
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general economic, market and industry conditions;
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actual or anticipated fluctuations in our financial condition and results of operations;
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addition or loss of consumers or dealers;
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actual or anticipated changes in our rate of growth relative to our competitors;
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additions or departures of key personnel;
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failure to introduce new products, or for those products to achieve market acceptance;
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disputes or other developments related to proprietary rights, including patents, litigation matters and our ability to obtain intellectual property protection for our technologies;
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announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
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fluctuations in the valuation of companies perceived by investors to be comparable to us;
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changes in applicable laws or regulations;
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•
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issuance of new or updated research or reports by securities analysts;
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•
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sales of our Class A Common Stock by us or our stockholders;
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•
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share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; and
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the expiration of contractual lock-up agreements with our executive officers, directors and stockholders.
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•
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a classified board structure;
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a requirement that stockholders must provide advance notice to propose nominations or have other business considered at a meeting of stockholders;
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•
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supermajority stockholder approval to amend our bylaws or certain provisions in our certificate of incorporation; and
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•
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authorization of blank check preferred stock.
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High
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Low
|
||||
Fiscal Year 2016
|
|
|
|
||||
First Quarter
|
$
|
21.47
|
|
|
$
|
13.57
|
|
Second Quarter
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$
|
16.83
|
|
|
$
|
12.90
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Third Quarter
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$
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16.71
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|
|
$
|
11.97
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Fourth Quarter
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$
|
18.08
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$
|
11.38
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|
|
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|
||||
Fiscal Year 2017
|
|
|
|
||||
First Quarter
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$
|
16.78
|
|
|
$
|
12.13
|
|
Second Quarter
|
$
|
20.10
|
|
|
$
|
14.12
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Third Quarter
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$
|
22.95
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|
|
$
|
17.17
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Fourth Quarter
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$
|
29.50
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|
|
$
|
21.39
|
|
|
Fiscal Year Ended June 30,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
(1)
|
|
2013
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Consolidated statement of operations and comprehensive income (loss) data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
281,937
|
|
|
$
|
252,965
|
|
|
$
|
228,621
|
|
|
$
|
190,935
|
|
|
$
|
167,012
|
|
Cost of sales
|
206,899
|
|
|
186,145
|
|
|
168,192
|
|
|
140,141
|
|
|
123,412
|
|
|||||
Gross profit
|
75,038
|
|
|
66,820
|
|
|
60,429
|
|
|
50,794
|
|
|
43,600
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Selling and marketing
|
8,619
|
|
|
7,475
|
|
|
7,007
|
|
|
6,098
|
|
|
4,937
|
|
|||||
General and administrative
|
24,783
|
|
|
21,256
|
|
|
19,809
|
|
|
39,974
|
|
|
14,177
|
|
|||||
Amortization
|
2,198
|
|
|
2,185
|
|
|
2,463
|
|
|
5,177
|
|
|
5,178
|
|
|||||
Operating income (loss)
|
39,438
|
|
|
35,904
|
|
|
31,150
|
|
|
(455
|
)
|
|
19,308
|
|
|||||
Other income (expense), net
|
9,230
|
|
|
(3,808
|
)
|
|
696
|
|
|
(2,953
|
)
|
|
(1,324
|
)
|
|||||
Net income (loss) before income tax expense (benefit)
|
48,668
|
|
|
32,096
|
|
|
31,846
|
|
|
(3,408
|
)
|
|
17,984
|
|
|||||
Income tax expense (benefit)
|
17,593
|
|
|
11,801
|
|
|
8,663
|
|
|
(2,220
|
)
|
|
—
|
|
|||||
Net income (loss)
|
31,075
|
|
|
20,295
|
|
|
23,183
|
|
|
(1,188
|
)
|
|
17,984
|
|
|||||
Net income attributable to non-controlling interest
2
|
2,717
|
|
|
2,253
|
|
|
8,522
|
|
|
3,488
|
|
|
17,984
|
|
|||||
Net income (loss) attributable to Malibu Boats, Inc.
|
$
|
28,358
|
|
|
$
|
18,042
|
|
|
$
|
14,661
|
|
|
$
|
(4,676
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) available to Class A Common Stock per share
3
:
|
|
|
|
|
|
|
For Period from February 5, 2014 to June 30, 2014
|
|
|
||||||||||
Basic
|
$
|
1.59
|
|
|
$
|
1.01
|
|
|
$
|
0.93
|
|
|
$
|
(0.42
|
)
|
|
|
|
|
Diluted
|
$
|
1.58
|
|
|
$
|
1.00
|
|
|
$
|
0.93
|
|
|
$
|
(0.42
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average shares outstanding used in computing net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
17,846,894
|
|
|
17,934,580
|
|
|
15,732,531
|
|
|
11,055,310
|
|
|
|
||||||
Diluted
|
17,951,332
|
|
|
17,985,427
|
|
|
15,741,018
|
|
|
11,055,310
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total assets
|
$
|
223,663
|
|
|
$
|
222,326
|
|
|
$
|
200,314
|
|
|
$
|
84,801
|
|
|
$
|
65,927
|
|
Total liabilities
|
171,427
|
|
|
202,297
|
|
|
199,029
|
|
|
56,731
|
|
|
45,913
|
|
|||||
Total stockholders’/members' equity
|
52,236
|
|
|
20,029
|
|
|
1,285
|
|
|
28,070
|
|
|
20,014
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Additional financial and other data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unit volume
|
3,815
|
|
|
3,569
|
|
|
3,404
|
|
|
2,910
|
|
|
2,672
|
|
|||||
Gross margin
|
26.6
|
%
|
|
26.4
|
%
|
|
26.4
|
%
|
|
26.6
|
%
|
|
26.1
|
%
|
|||||
Adjusted EBITDA
4
|
$
|
55,721
|
|
|
$
|
48,231
|
|
|
$
|
43,648
|
|
|
$
|
37,272
|
|
|
$
|
31,758
|
|
Adjusted EBITDA margin
4
|
19.8
|
%
|
|
19.1
|
%
|
|
19.1
|
%
|
|
19.5
|
%
|
|
19.0
|
%
|
|||||
Adjusted fully distributed net income per share
4
|
$
|
1.56
|
|
|
$
|
1.32
|
|
|
$
|
1.11
|
|
|
$
|
0.78
|
|
|
$
|
0.68
|
|
(1)
|
On February 5, 2014, we completed our initial public offering of Class A common stock. Immediately prior to the closing of the IPO, a new single class of LLC Units was allocated among the pre-IPO owners of the LLC in exchange for their prior membership interests of the LLC based upon the liquidation value of the LLC, assuming it was liquidated at the time of the IPO with a value implied by the initial public offering price of the shares of Class A Common Stock sold in the IPO. Immediately prior to the closing of the IPO, there were 17,071,424 LLC Units issued and outstanding.
|
(2)
|
For the period after the IPO on February 5, 2014, the non-controlling interest represents the portion of earnings or (loss) attributable to the economic interest held by the non-controlling LLC Unit holders. The weighted average non-controlling interest attributable to ownership interests in the LLC was 7.0%, 11.1%, 36.8% and 50.7% for the fiscal years ended June 30, 2017, 2016, 2015 and for the period from February 5, 2014 (the date of our IPO) to June 30, 2014, respectively. The non-controlling interest was 6.6% as of June 30, 2017, 7.4% as of June 30, 2016 and 2015 and 50.7% as of June 30, 2014, respectively. Since all of the earnings prior to and up to February 5, 2014 were entirely allocable to the LLC Unit holders, we updated our historical presentation to attribute these earnings to the non-controlling interest accordingly.
|
(3)
|
As noted above, all earnings (loss) prior and up to February 5, 2014, the date of completion of the IPO, were entirely allocable to the non-controlling interest. As a result, earnings (loss) per share information attributable to these historical periods is not comparable to earnings (loss) per share information attributable to the Company after the IPO and, as such, has been omitted.
|
(4)
|
Adjusted EBITDA, adjusted EBITDA margin, and adjusted fully distributed net income per share are non-GAAP financial measures. For definitions of adjusted EBITDA, adjusted EBITDA margin, and adjusted fully distributed net income and a reconciliation of each to net income, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-GAAP Reconciliation of Non-GAAP Financial Measures.”
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
•
|
Gross sales from:
|
•
|
Boat sales
—consists of sales of boats to our dealer network. In addition, nearly all of our boat sales include optional feature upgrades purchased by the consumer, such as our Integrated Surf Platform which includes Surf Gate and Power Wedge II, which increase the average selling price of our boats;
|
•
|
Trailers, parts and accessories sales—
consists of sales of boat trailers we manufacture and replacement and aftermarket boat parts and accessories to our dealer network; and
|
•
|
Royalty income
—consists of royalties attributable to license agreements with various boat manufacturers, including Nautique, Chaparral, Mastercraft, and Tige related to the use of our intellectual property.
|
•
|
Net sales are net of:
|
•
|
Sales returns
—consists primarily of contractual repurchases of boats either repossessed by the floor plan financing provider from the dealer or returned by the dealer under our warranty program; and
|
•
|
Rebates, free flooring and discounts
—consists of incentives, including rebates and free flooring, we provide to our dealers based on sales of eligible products. If a dealer meets its monthly or quarterly commitment volume based on tier, as well as other terms of the rebate program, the dealer is entitled to a specified rebate tied to each tier. Our dealers that take delivery of current model year boats in the offseason, typically July through April in the U.S., are entitled to have us pay the interest to floor the boat until the earlier of (1) the sale of the unit or (2) a date near the end of the current model year, which incentive we refer to as “free flooring.” From time to time, we may extend the flooring program to eligible models beyond the offseason period. For more information, see "Item 1. Business - Dealer Management."
|
|
|
Fiscal Year Ended June 30,
|
|||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
|
$
|
|
% Revenue
|
|
$
|
|
% Revenue
|
|
$
|
|
% Revenue
|
|||||||||
Net sales
|
|
281,937
|
|
|
100.0
|
%
|
|
252,965
|
|
|
100.0
|
%
|
|
228,621
|
|
|
100.0
|
%
|
|||
Cost of sales
|
|
206,899
|
|
|
73.4
|
%
|
|
186,145
|
|
|
73.6
|
%
|
|
168,192
|
|
|
73.6
|
%
|
|||
Gross profit
|
|
75,038
|
|
|
26.6
|
%
|
|
66,820
|
|
|
26.4
|
%
|
|
60,429
|
|
|
26.4
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Selling and marketing
|
|
8,619
|
|
|
3.1
|
%
|
|
7,475
|
|
|
3.0
|
%
|
|
7,007
|
|
|
3.1
|
%
|
|||
General and administrative
|
|
24,783
|
|
|
8.8
|
%
|
|
21,256
|
|
|
8.4
|
%
|
|
19,809
|
|
|
8.7
|
%
|
|||
Amortization
|
|
2,198
|
|
|
0.8
|
%
|
|
2,185
|
|
|
0.9
|
%
|
|
2,463
|
|
|
1.1
|
%
|
|||
Operating income
|
|
39,438
|
|
|
14.0
|
%
|
|
35,904
|
|
|
14.2
|
%
|
|
31,150
|
|
|
13.6
|
%
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Other
|
|
10,789
|
|
|
3.8
|
%
|
|
76
|
|
|
—
|
%
|
|
1,650
|
|
|
0.7
|
%
|
|||
Interest expense
|
|
(1,559
|
)
|
|
(0.6
|
)%
|
|
(3,884
|
)
|
|
(1.5
|
)%
|
|
(954
|
)
|
|
(0.4
|
)%
|
|||
Other income (expense), net
|
|
9,230
|
|
|
3.3
|
%
|
|
(3,808
|
)
|
|
(1.5
|
)%
|
|
696
|
|
|
0.3
|
%
|
|||
Net income before provision for income taxes
|
|
48,668
|
|
|
17.3
|
%
|
|
32,096
|
|
|
12.7
|
%
|
|
31,846
|
|
|
13.9
|
%
|
|||
Income tax provision
|
|
17,593
|
|
|
6.2
|
%
|
|
11,801
|
|
|
4.7
|
%
|
|
8,663
|
|
|
3.8
|
%
|
|||
Net income
|
|
31,075
|
|
|
11.0
|
%
|
|
20,295
|
|
|
8.0
|
%
|
|
23,183
|
|
|
10.1
|
%
|
|||
Net income attributable to non-controlling interest
|
|
2,717
|
|
|
1.0
|
%
|
|
2,253
|
|
|
0.9
|
%
|
|
8,522
|
|
|
3.7
|
%
|
|||
Net income attributable to Malibu Boats, Inc.
|
|
28,358
|
|
|
10.1
|
%
|
|
18,042
|
|
|
7.1
|
%
|
|
14,661
|
|
|
6.4
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
Fiscal Year Ended June 30,
|
|||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
|
Unit Volumes
|
|
% Total
|
|
Unit Volumes
|
|
% Total
|
|
Unit Volumes
|
|
% Total
|
|||||||||
Volume by Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
US
|
|
3,505
|
|
|
91.9
|
%
|
|
3,255
|
|
|
91.2
|
%
|
|
3,179
|
|
|
93.4
|
%
|
|||
Australia
|
|
310
|
|
|
8.1
|
%
|
|
314
|
|
|
8.8
|
%
|
|
225
|
|
|
6.6
|
%
|
|||
Total Units
|
|
3,815
|
|
|
|
|
3,569
|
|
|
|
|
3,404
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Volume by Brand
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Malibu
|
|
2,698
|
|
|
70.7
|
%
|
|
2,388
|
|
|
66.9
|
%
|
|
2,325
|
|
|
68.3
|
%
|
|||
Axis
|
|
1,117
|
|
|
29.3
|
%
|
|
1,181
|
|
|
33.1
|
%
|
|
1,079
|
|
|
31.7
|
%
|
|||
Total Units
|
|
3,815
|
|
|
|
|
3,569
|
|
|
|
|
3,404
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net sales per unit
|
|
$
|
73,902
|
|
|
|
|
$
|
70,878
|
|
|
|
|
$
|
67,162
|
|
|
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
|
$
|
31,075
|
|
|
$
|
20,295
|
|
|
$
|
23,183
|
|
Income tax provision
|
|
17,593
|
|
|
11,801
|
|
|
8,663
|
|
|||
Interest expense
|
|
1,559
|
|
|
3,884
|
|
|
954
|
|
|||
Depreciation
|
|
4,550
|
|
|
3,339
|
|
|
2,427
|
|
|||
Amortization
|
|
2,198
|
|
|
2,185
|
|
|
2,463
|
|
|||
Professional fees and litigation settlements
1
|
|
1,038
|
|
|
1,111
|
|
|
2,654
|
|
|||
Marine Power litigation judgment
2
|
|
(1,093
|
)
|
|
3,268
|
|
|
—
|
|
|||
Acquisition and integration related expenses
3
|
|
3,056
|
|
|
401
|
|
|
1,676
|
|
|||
Stock-based compensation expense
4
|
|
1,396
|
|
|
1,947
|
|
|
1,467
|
|
|||
Offering related expenses
5
|
|
—
|
|
|
—
|
|
|
161
|
|
|||
Engine development
6
|
|
2,489
|
|
|
—
|
|
|
—
|
|
|||
Adjustment to tax receivable agreement liability
7
|
|
(8,140
|
)
|
|
—
|
|
|
—
|
|
|||
Adjusted EBITDA
|
|
$
|
55,721
|
|
|
$
|
48,231
|
|
|
$
|
43,648
|
|
Adjusted EBITDA margin
|
|
19.8
|
%
|
|
19.1
|
%
|
|
19.1
|
%
|
(1)
|
Represents legal and advisory fees related to our litigation with Mastercraft, Nautique, and Pacific Coast Marine Windshields Ltd. ("PCMW"), offset by the portion of the $2.3 million settlement received from Nautique for past infringement claims under the Nautique Settlement Agreement entered into on February 6, 2015 and settlement received from Mastercraft under the Mastercraft Settlement and License Agreement entered into on May 2, 2017. For more information about legal proceedings, refer to Note 15 of our consolidated financial statements included elsewhere in this Annual Report.
|
(2)
|
Represents a charge recorded in fiscal 2016 related to a judgment rendered against us in connection with a lawsuit by Marine Power, a former engine supplier, on August 18, 2016 and the reduction of that charge to $2.2 million, the amount ultimately settled and paid in the fourth quarter of fiscal 2017. For more information, see Note 15 to our consolidated financial statements included elsewhere in this Annual Report.
|
(3)
|
Represents legal, professional, and advisory fees incurred in connection with our acquisition of Cobalt Boats, which was completed on July 6, 2017, and legal, professional, and advisory fees as well as integration costs incurred in connection in with our acquisition of Malibu Boats Pty. Ltd. which was completed on October 23, 2014.
|
(4)
|
Represents equity-based incentives awarded to certain of our employees under the Malibu Boats, Inc. Long-Term Incentive Plan and profit interests issued under the previously existing limited liability company agreement of the LLC. See Note 13 to our consolidated financial statements included elsewhere in this Annual Report.
|
(5)
|
Includes legal and advisory costs incurred in connection with our equity offerings and equity tender offer completed in fiscal year 2015. There were no such offerings for fiscal years 2016 or 2017.
|
(6)
|
Represents costs incurred in connection with our vertical integration of engines including product development costs and supplier transition performance incentives.
|
(7)
|
Represents a decrease in the estimated tax receivable agreement liability stemming from tax legislation enacted during the fourth quarter of fiscal 2017 which reduced the tax rate applied in computing the future benefit expected to be realized by us on increased tax basis from previous sales and exchanges of LLC Units by the pre-IPO owners. Refer to Note 9 of our consolidated financial statements included elsewhere in this Annual Report.
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Reconciliation of numerator for net income available to Class A Common Stock per share to Adjusted Fully Distributed Net Income per Share of Class A Common Stock:
|
|
|
|
|
|
|
||||||
Net income attributable to Malibu Boats, Inc.
|
|
$
|
28,358
|
|
|
$
|
18,042
|
|
|
$
|
14,661
|
|
Income tax provision
|
|
17,593
|
|
|
11,801
|
|
|
8,663
|
|
|||
Professional fees and litigation settlements
1
|
|
1,038
|
|
|
1,111
|
|
|
2,654
|
|
|||
Marine Power litigation judgment
2
|
|
(1,093
|
)
|
|
3,268
|
|
|
—
|
|
|||
Acquisition and integration related expenses
3
|
|
3,056
|
|
|
401
|
|
|
1,676
|
|
|||
Fair value adjustment for interest rate swap
4
|
|
(912
|
)
|
|
863
|
|
|
—
|
|
|||
Stock-based compensation expense
5
|
|
1,396
|
|
|
1,947
|
|
|
1,467
|
|
|||
Offering related expenses
6
|
|
—
|
|
|
—
|
|
|
161
|
|
|||
Engine development
7
|
|
2,489
|
|
|
—
|
|
|
—
|
|
|||
Adjustment to tax receivable agreement liability
8
|
|
(8,140
|
)
|
|
—
|
|
|
—
|
|
|||
Net income attributable to non-controlling interest
9
|
|
2,717
|
|
|
2,253
|
|
|
8,522
|
|
|||
Fully distributed net income before income taxes
|
|
46,502
|
|
|
39,686
|
|
|
37,804
|
|
|||
Income tax expense on fully distributed income before income taxes
10
|
|
16,508
|
|
|
14,089
|
|
|
13,420
|
|
|||
Adjusted Fully Distributed Net Income
|
|
$
|
29,994
|
|
|
$
|
25,597
|
|
|
$
|
24,384
|
|
|
|
Fiscal Year Ended June 30,
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
Reconciliation of denominator for net income available to Class A Common Stock per share to Adjusted Fully Distributed Net Income per Share of Class A Common Stock:
|
|
|
|
|
|
|
|||
Weighted average shares outstanding of Class A Common Stock used for basic net income per share:
|
|
17,844,774
|
|
|
17,934,580
|
|
|
15,732,531
|
|
Adjustments to weighted average shares of Class A Common Stock:
|
|
|
|
|
|
|
|||
Weighted-average LLC units held by non-controlling unit holders
11
|
|
1,338,907
|
|
|
1,407,311
|
|
|
6,194,270
|
|
Weighted-average unvested restricted stock awards issued to management
12
|
|
112,859
|
|
|
48,466
|
|
|
—
|
|
Adjusted weighted average shares of Class A Common Stock outstanding used in computing Adjusted Fully Distributed Net Income per Share of Class A Common Stock:
|
|
19,296,540
|
|
|
19,390,357
|
|
|
21,926,801
|
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income available to Class A Common Stock per share
|
|
$
|
1.59
|
|
|
$
|
1.01
|
|
|
$
|
0.93
|
|
Impact of adjustments:
|
|
|
|
|
|
|
||||||
Income tax provision
|
|
0.99
|
|
|
0.66
|
|
|
0.55
|
|
|||
Professional fees and litigation settlements
1
|
|
0.06
|
|
|
0.06
|
|
|
0.17
|
|
|||
Marine Power litigation judgment
2
|
|
(0.06
|
)
|
|
0.18
|
|
|
—
|
|
|||
Acquisition and integration related expenses
3
|
|
0.17
|
|
|
0.02
|
|
|
0.11
|
|
|||
Fair value adjustment for interest rate swap
4
|
|
(0.05
|
)
|
|
0.05
|
|
|
—
|
|
|||
Stock-based compensation expense
5
|
|
0.08
|
|
|
0.11
|
|
|
0.09
|
|
|||
Offering related expenses
6
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|||
Engine development
7
|
|
0.14
|
|
|
—
|
|
|
—
|
|
|||
Adjustment to tax receivable agreement liability
8
|
|
(0.46
|
)
|
|
—
|
|
|
—
|
|
|||
Net income attributable to non-controlling interest
9
|
|
0.15
|
|
|
0.13
|
|
|
0.54
|
|
|||
Fully distributed net income per share before income taxes
|
|
2.61
|
|
|
2.21
|
|
|
2.40
|
|
|||
Impact of income tax expense on fully distributed income before income taxes
10
|
|
(0.92
|
)
|
|
(0.79
|
)
|
|
(0.85
|
)
|
|||
Impact of increased share count
13
|
|
$
|
(0.13
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.44
|
)
|
Adjusted Fully Distributed Net Income per Share of Class A Common Stock
|
|
$
|
1.56
|
|
|
$
|
1.32
|
|
|
$
|
1.11
|
|
(1)
|
Represents legal and advisory fees related to our litigation with Mastercraft, Nautique and PCMW, offset by the portion of the $2.3 million settlement received from Nautique for past infringement claims under the Nautique Settlement Agreement entered into on February 6, 2015 and settlement received from Mastercraft under the Mastercraft Settlement and License Agreement entered into on May 2, 2017. For more information about legal proceedings, refer to Note 15 of our consolidated financial statements included elsewhere in this Annual Report.
|
(2)
|
Represents a charge recorded in fiscal 2016 related to a judgment rendered against us in connection with a lawsuit by Marine Power, a former engine supplier, on August 18, 2016 and the reduction of that charge to $2.2 million, the amount ultimately settled and paid in the fourth quarter of fiscal 2017. For more information, see Note 15 to our consolidated financial statements included elsewhere in this Annual Report.
|
(3)
|
Represents legal, professional, and advisory fees incurred in connection with our acquisition of Cobalt Boats, which was completed on July 6, 2017, and legal, professional, and advisory fees as well as integration costs incurred in connection in with our acquisition of Malibu Boats Pty. Ltd. which was completed on October 23, 2014.
|
(4)
|
Represents the change in the fair value of our interest rate swap entered into on July 1, 2015.
|
(5)
|
Represents equity-based incentives awarded to certain of our employees under the Malibu Boats, Inc. Long-Term Incentive Plan and profit interests issued under the previously existing limited liability company agreement of the LLC. See Note 13 to our consolidated financial statements included elsewhere in this Annual Report.
|
(6)
|
Includes legal and advisory costs incurred in connection with our equity offerings and equity tender offer completed in fiscal year 2015. There were no such offerings for fiscal years 2016 or 2017.
|
(7)
|
Represents costs incurred in connection with our vertical integration of engines including product development costs and supplier transition performance incentives.
|
(8)
|
Represents a decrease in the estimated tax receivable agreement liability stemming from tax legislation enacted during the fourth quarter of fiscal 2017 which reduced the tax rate applied in computing the future benefit expected to be realized by us on increased tax basis from previous sales and exchanges of LLC Units by the pre-IPO owners. Refer to Note 9 of our consolidated financial statements included elsewhere in this Annual Report.
|
(9)
|
Reflects the elimination of the non-controlling interest in the LLC as if all LLC members had fully exchanged their LLC Units for
shares of Class A Common Stock.
|
(10)
|
Reflects income tax expense at an estimated normalized annual effective income tax rate of 35.5% of income before income taxes for the fiscal years ended June 30, 2017, 2016 and 2015, assuming the conversion of all LLC Units into shares of Class A Common Stock. The estimated normalized annual effective income tax rate is based on the federal statutory rate plus a blended state rate adjusted for deductions under Section 199 of the Internal Revenue Code of 1986, as amended, state taxes attributable to the LLC, and foreign income taxes attributable to our Australian based subsidiary.
|
(11)
|
Represents the weighted average shares outstanding of LLC Units held by non-controlling interests assuming they were exchanged into Class A Common Stock on a one-for-one basis.
|
(12)
|
Represents the weighted average unvested restricted stock awards included in outstanding shares during the applicable period that were convertible into Class A Common Stock and granted to members of management
|
(13)
|
Reflects impact of increased share counts assuming the exchange of all weighted average shares outstanding of LLC Units into shares of Class A Common Stock and the conversion of all weighted average unvested restricted stock awards included in outstanding shares granted to members of management.
|
|
Three Months Ended (Unaudited)
|
||||||||||||||||||||||||||||||
|
June 30,
2017 |
|
Mar. 31,
2017 |
|
Dec. 31,
2016 |
|
Sept. 30,
2016 |
|
June 30,
2016 |
|
Mar. 31,
2016 |
|
Dec. 31,
2015 |
|
Sept. 30,
2015 |
||||||||||||||||
Net sales
|
$
|
75,106
|
|
|
$
|
77,149
|
|
|
$
|
67,661
|
|
|
$
|
62,021
|
|
|
$
|
66,680
|
|
|
$
|
68,539
|
|
|
$
|
60,506
|
|
|
$
|
57,240
|
|
Gross profit
|
20,040
|
|
|
21,362
|
|
|
17,813
|
|
|
15,823
|
|
|
17,825
|
|
|
18,406
|
|
|
15,879
|
|
|
14,710
|
|
||||||||
Operating income
|
7,965
|
|
|
13,026
|
|
|
11,661
|
|
|
6,786
|
|
|
7,825
|
|
|
11,825
|
|
|
8,979
|
|
|
7,275
|
|
||||||||
Net income
|
10,266
|
|
|
8,846
|
|
|
7,737
|
|
|
4,226
|
|
|
4,090
|
|
|
6,507
|
|
|
5,718
|
|
|
3,980
|
|
||||||||
Net income attributable to non-controlling interest
|
602
|
|
|
833
|
|
|
836
|
|
|
446
|
|
|
486
|
|
|
731
|
|
|
614
|
|
|
422
|
|
||||||||
Net income attributable to Malibu Boats, Inc.
|
$
|
9,664
|
|
|
$
|
8,013
|
|
|
$
|
6,901
|
|
|
$
|
3,780
|
|
|
$
|
3,604
|
|
|
$
|
5,776
|
|
|
$
|
5,104
|
|
|
$
|
3,558
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Total cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
35,856
|
|
|
$
|
35,602
|
|
|
$
|
12,552
|
|
Investment activities
|
(9,246
|
)
|
|
(5,990
|
)
|
|
(17,129
|
)
|
|||
Financing activities
|
(19,719
|
)
|
|
(12,022
|
)
|
|
742
|
|
|||
Impact of currency exchange rates on cash balances
|
10
|
|
|
(56
|
)
|
|
49
|
|
|||
Increase (decrease) in cash
|
$
|
6,901
|
|
|
$
|
17,534
|
|
|
$
|
(3,786
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Term debt
1
|
$
|
55,000
|
|
|
$
|
2,750
|
|
|
$
|
7,219
|
|
|
$
|
8,250
|
|
|
$
|
36,781
|
|
Interest expense
2
|
8,751
|
|
|
2,051
|
|
|
3,713
|
|
|
2,987
|
|
|
—
|
|
|||||
Operating leases
3
|
24,057
|
|
|
2,263
|
|
|
4,599
|
|
|
4,618
|
|
|
12,577
|
|
|||||
Purchase obligations
4
|
19,135
|
|
|
19,135
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Payments pursuant to tax receivable agreement
5
|
82,291
|
|
|
4,332
|
|
|
9,115
|
|
|
9,706
|
|
|
59,138
|
|
|||||
Total
|
$
|
189,234
|
|
|
$
|
30,531
|
|
|
$
|
24,646
|
|
|
$
|
25,561
|
|
|
$
|
108,496
|
|
(1)
|
Principal payments on our outstanding term loans under our New Credit Agreement entered into in June 2017. The term loans mature on July 1, 2022. We had no amounts outstanding under our revolving credit facility as of June 30, 2017. We may borrow up to $35.0 million under our revolving credit facility which matures on July 1, 2022.
|
(2)
|
Interest payments on our outstanding term loans under our credit agreement.
|
(3)
|
We sold our two primary manufacturing and office facilities for a total of $18.3 million in 2008, which resulted in a gain of $0.7 million. Simultaneous with the sale, we entered into an agreement to lease back the buildings for an initial term of 20 years. The net gain of $0.2 million has been deferred and is being amortized in proportion to rent charged over the initial lease term.
|
(4)
|
As part of the normal course of business, we enter into purchase orders from a variety of suppliers, primarily for raw materials, in order to manage our various operating needs. The orders are expected to be purchased throughout fiscal year 2018.
|
(5)
|
In connection with our IPO in fiscal 2014, we entered into a tax receivable agreement with the pre-IPO owners of the LLC that provides for the payment by us to the pre-IPO owners (or any permitted assignees) of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize, or in some circumstances are deemed to realize, as a result of an expected increase in our share of tax basis in LLC’s tangible and intangible assets, including increases attributable to payments made under the tax receivable agreement. These obligations will not be paid if we do not realize cash tax savings.
|
|
Payments Due by Period
|
||||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||
Term debt
1
|
$
|
60,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,000
|
|
|
$
|
57,000
|
|
||
Interest expense
2
|
20,423
|
|
|
4,258
|
|
|
8,154
|
|
|
8,011
|
|
|
—
|
|
|||||||
Operating leases
3
|
24,057
|
|
|
2,263
|
|
|
4,599
|
|
|
4,618
|
|
|
12,577
|
|
|||||||
Purchase obligations
4
|
19,135
|
|
|
19,135
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Payments pursuant to tax receivable agreement
5
|
82,291
|
|
|
4,332
|
|
|
9,115
|
|
|
9,706
|
|
|
59,138
|
|
|||||||
Total
|
$
|
205,906
|
|
|
$
|
29,988
|
|
|
$
|
21,868
|
|
|
$
|
25,335
|
|
$
|
—
|
|
$
|
128,715
|
|
(1)
|
Principal payments on our outstanding term loans under our New Credit Agreement entered into in June 2017, after giving effect to the $105.0 million additional borrowings under the term loan in July 2017 and the $50.0 million voluntary principal prepayment on the term loans in August 2017. We had no amounts outstanding under our revolving credit facility as of August 31, 2017. We may borrow up to $35.0 million under our revolving credit facility which matures on July 1, 2022.
|
(2)
|
Interest payments on our outstanding term loans under our credit agreement.
|
(3)
|
We sold our two primary manufacturing and office facilities for a total of $18.3 million in 2008, which resulted in a gain of $0.7 million. Simultaneous with the sale, we entered into an agreement to lease back the buildings for an initial term of 20 years. The net gain of $0.2 million has been deferred and is being amortized in proportion to rent charged over the initial lease term.
|
(4)
|
As part of the normal course of business, we enter into purchase orders from a variety of suppliers, primarily for raw materials, in order to manage our various operating needs. The orders are expected to be purchased throughout fiscal year 2018.
|
(5)
|
In connection with our IPO in fiscal 2014, we entered into a tax receivable agreement with the pre-IPO owners of the LLC that provides for the payment by us to the pre-IPO owners (or any permitted assignees) of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize, or in some circumstances are deemed to realize, as a result of an expected increase in our share of tax basis in LLC’s tangible and intangible assets, including increases attributable to payments made under the tax receivable agreement. These obligations will not be paid if we do not realize cash tax savings.
|
•
|
an order for a product has been received;
|
•
|
a common carrier signs the delivery ticket accepting responsibility for the product; and
|
•
|
the product is removed from our property for delivery.
|
|
Page
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
|
$
|
281,937
|
|
|
$
|
252,965
|
|
|
$
|
228,621
|
|
Cost of sales
|
|
206,899
|
|
|
186,145
|
|
|
168,192
|
|
|||
Gross profit
|
|
75,038
|
|
|
66,820
|
|
|
60,429
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||
Selling and marketing
|
|
8,619
|
|
|
7,475
|
|
|
7,007
|
|
|||
General and administrative
|
|
24,783
|
|
|
21,256
|
|
|
19,809
|
|
|||
Amortization
|
|
2,198
|
|
|
2,185
|
|
|
2,463
|
|
|||
Operating income
|
|
39,438
|
|
|
35,904
|
|
|
31,150
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
||||
Other
|
|
10,789
|
|
|
76
|
|
|
1,650
|
|
|||
Interest expense
|
|
(1,559
|
)
|
|
(3,884
|
)
|
|
(954
|
)
|
|||
Other income (expense)
|
|
9,230
|
|
|
(3,808
|
)
|
|
696
|
|
|||
Net income before provision for income taxes
|
|
48,668
|
|
|
32,096
|
|
|
31,846
|
|
|||
Income tax provision
|
|
17,593
|
|
|
11,801
|
|
|
8,663
|
|
|||
Net income
|
|
31,075
|
|
|
20,295
|
|
|
23,183
|
|
|||
Net income attributable to non-controlling interest
|
|
2,717
|
|
|
2,253
|
|
|
8,522
|
|
|||
Net income attributable to Malibu Boats, Inc.
|
|
$
|
28,358
|
|
|
$
|
18,042
|
|
|
$
|
14,661
|
|
|
|
|
|
|
|
|
||||||
Comprehensive income:
|
||||||||||||
Net income
|
|
$
|
31,075
|
|
|
$
|
20,295
|
|
|
$
|
23,183
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Change in cumulative translation adjustment
|
|
469
|
|
|
(390
|
)
|
|
(2,081
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
469
|
|
|
(390
|
)
|
|
(2,081
|
)
|
|||
Comprehensive income, net of tax
|
|
31,544
|
|
|
19,905
|
|
|
21,102
|
|
|||
Less: comprehensive income attributable to non-controlling interest, net of tax
|
|
2,758
|
|
|
2,214
|
|
|
7,757
|
|
|||
Comprehensive income attributable to Malibu Boats, Inc., net of tax
|
|
$
|
28,786
|
|
|
$
|
17,691
|
|
|
$
|
13,345
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding used in computing net income per share:
|
|
|
||||||||||
Basic
|
|
17,846,894
|
|
|
17,934,580
|
|
|
15,732,531
|
|
|||
Diluted
|
|
17,951,332
|
|
|
17,985,427
|
|
|
15,741,018
|
|
|||
Net income available to Class A Common Stock per share:
|
|
|
||||||||||
Basic
|
|
$
|
1.59
|
|
|
$
|
1.01
|
|
|
$
|
0.93
|
|
Diluted
|
|
$
|
1.58
|
|
|
$
|
1.00
|
|
|
$
|
0.93
|
|
|
June 30, 2017
|
|
June 30, 2016
|
||||
Assets
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
||
Cash
|
$
|
32,822
|
|
|
$
|
25,921
|
|
Trade receivables, net
|
9,846
|
|
|
14,690
|
|
||
Inventories, net
|
23,835
|
|
|
20,431
|
|
||
Prepaid expenses and other current assets
|
2,470
|
|
|
2,707
|
|
||
Income tax receivable
|
1,111
|
|
|
965
|
|
||
Total current assets
|
70,084
|
|
|
64,714
|
|
||
Property and equipment, net
|
24,123
|
|
|
17,813
|
|
||
Goodwill
|
12,692
|
|
|
12,470
|
|
||
Other intangible assets, net
|
9,597
|
|
|
11,703
|
|
||
Deferred tax assets
|
107,088
|
|
|
115,594
|
|
||
Other assets
|
79
|
|
|
32
|
|
||
Total assets
|
$
|
223,663
|
|
|
$
|
222,326
|
|
Liabilities
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Current maturities of long-term debt
|
$
|
—
|
|
|
$
|
8,000
|
|
Accounts payable
|
12,722
|
|
|
16,158
|
|
||
Accrued expenses
|
21,616
|
|
|
19,055
|
|
||
Income tax and distribution payable
|
515
|
|
|
427
|
|
||
Payable pursuant to tax receivable agreement, current portion
|
4,332
|
|
|
4,189
|
|
||
Total current liabilities
|
39,185
|
|
|
47,829
|
|
||
Deferred tax liabilities
|
552
|
|
|
685
|
|
||
Other liabilities
|
328
|
|
|
1,136
|
|
||
Payable pursuant to tax receivable agreement, less current portion
|
77,959
|
|
|
89,561
|
|
||
Long-term debt, less current maturities
|
53,403
|
|
|
63,086
|
|
||
Total liabilities
|
171,427
|
|
|
202,297
|
|
||
Commitments and contingencies (See Note 15)
|
|
|
|
|
|
||
Stockholders' Equity
|
|
|
|
|
|
||
Class A Common Stock, par value $0.01 per share, 100,000,000 shares authorized; 17,937,687 shares issued and outstanding as of June 30, 2017; 17,690,874 shares issued and outstanding as of June 30, 2016
|
179
|
|
|
176
|
|
||
Class B Common Stock, par value $0.01 per share, 25,000,000 shares authorized; 19 shares issued and outstanding as of June 30, 2017; 23 shares issued and outstanding as of June 30, 2016
|
—
|
|
|
—
|
|
||
Preferred Stock, par value $0.01 per share; 25,000,000 shares authorized; no shares issued and outstanding as of June 30, 2017; no shares issued and outstanding as of June 30, 2016
|
—
|
|
|
—
|
|
||
Additional paid in capital
|
50,836
|
|
|
45,947
|
|
||
Accumulated other comprehensive loss
|
(2,002
|
)
|
|
(2,471
|
)
|
||
Accumulated earnings (deficit)
|
151
|
|
|
(28,302
|
)
|
||
Total stockholders' equity attributable to Malibu Boats, Inc.
|
49,164
|
|
|
15,350
|
|
||
Non-controlling interest
|
3,072
|
|
|
4,679
|
|
||
Total stockholders’ equity
|
52,236
|
|
|
20,029
|
|
||
Total liabilities and stockholders' equity
|
$
|
223,663
|
|
|
$
|
222,326
|
|
|
Common Stock
|
|
Additional Paid In Capital
|
|
Non-controlling Interest in LLC
|
|
Accumulated Earnings (Deficit)
|
|
Accumulated Other Comprehensive Loss
|
|
Treasury Stock
|
|
Total Stockholders Equity
|
||||||||||||||||||||||
|
Class A
|
|
Class B
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
Shares
|
Amount
|
|
Shares
|
Amount
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balance at June 30, 2014
|
11,064
|
|
$
|
110
|
|
|
44
|
|
$
|
—
|
|
|
$
|
23,835
|
|
|
$
|
8,801
|
|
|
$
|
(4,676
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,070
|
|
Net income
|
|
|
|
|
|
|
|
|
8,522
|
|
|
14,661
|
|
|
|
|
|
|
23,183
|
|
|||||||||||||||
Issuance of Class A Common Stock for public offerings, net of underwriting discounts
|
4,371
|
|
73
|
|
|
|
|
|
133,289
|
|
|
|
|
|
|
|
|
|
|
133,362
|
|
||||||||||||||
Purchase of Class A Common Stock from selling shareholders
|
|
|
|
|
|
|
(56,526
|
)
|
|
|
|
|
|
|
|
|
|
(56,526
|
)
|
||||||||||||||||
Purchase of units from existing LLC Unit holders
|
|
|
|
|
|
|
(76,836
|
)
|
|
|
|
|
|
|
|
|
|
(76,836
|
)
|
||||||||||||||||
Exchange of LLC Units for Class A Common Stock
|
5,583
|
|
26
|
|
|
|
|
|
(26
|
)
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||||||
Repurchase of Class A Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(71,523
|
)
|
|
(71,523
|
)
|
||||||||||||||||
Retirement of treasury shares
|
(3,333
|
)
|
(33
|
)
|
|
|
|
|
(15,266
|
)
|
|
|
|
(56,224
|
)
|
|
|
|
71,523
|
|
|
—
|
|
||||||||||||
Reallocation of non-controlling interest from selling shareholders acquired in offerings 1
|
|
|
|
|
|
|
11,687
|
|
|
$
|
(11,687
|
)
|
|
|
|
|
|
|
|
—
|
|
||||||||||||||
Stock based compensation
|
|
|
|
|
|
|
|
1,467
|
|
|
|
|
|
|
|
|
|
|
1,467
|
|
|||||||||||||||
Issuances of equity for services
|
3
|
|
|
|
|
|
|
252
|
|
|
|
|
|
|
|
|
|
|
252
|
|
|||||||||||||||
Cancellation of Class B Common Stock
|
|
|
|
(20
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||||||||
Capitalized offering costs
|
|
|
|
|
|
|
(1,498
|
)
|
|
|
|
|
|
|
|
|
|
(1,498
|
)
|
||||||||||||||||
Increase in payable pursuant to the tax receivable agreement
|
|
|
|
|
|
|
(82,834
|
)
|
|
|
|
|
|
|
|
|
|
(82,834
|
)
|
Increase in deferred tax asset from step-up in tax basis
1
|
|
|
|
|
|
|
106,977
|
|
|
|
|
|
|
|
|
|
|
106,977
|
|
||||||||||||||||
Distributions to LLC Unit holders
|
|
|
|
|
|
|
(31
|
)
|
|
(1,738
|
)
|
|
|
|
|
|
|
|
(1,769
|
)
|
|||||||||||||||
Issuance of Class A Common Stock for acquisition
|
171
|
|
2
|
|
|
|
|
|
2,835
|
|
|
|
|
|
|
|
|
|
|
2,837
|
|
||||||||||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,081
|
)
|
|
|
|
(2,081
|
)
|
||||||||||||||||
Balance at June 30, 2015
|
17,859
|
|
$
|
178
|
|
|
24
|
|
$
|
—
|
|
|
$
|
47,325
|
|
|
$
|
3,898
|
|
|
$
|
(46,239
|
)
|
|
$
|
(2,081
|
)
|
|
$
|
—
|
|
|
$
|
3,081
|
|
Net income
|
|
|
|
|
|
|
|
|
2,253
|
|
|
18,042
|
|
|
|
|
|
|
20,295
|
|
|||||||||||||||
Stock based compensation, net of withholding taxes on vested equity awards
|
96
|
|
1
|
|
|
|
|
|
1,791
|
|
|
|
|
|
|
|
|
|
|
1,792
|
|
||||||||||||||
Issuances of equity for services
|
9
|
|
|
|
|
|
|
751
|
|
|
|
|
|
|
|
|
|
|
751
|
|
|||||||||||||||
Increase in payable pursuant to the tax receivable agreement
|
|
|
|
|
|
|
(118
|
)
|
|
|
|
|
|
|
|
|
|
(118
|
)
|
||||||||||||||||
Increase in deferred tax asset from step-up in tax basis
|
|
|
|
|
|
|
140
|
|
|
|
|
|
|
|
|
|
|
140
|
|
||||||||||||||||
Exchange of LLC Units for Class A Common Stock
|
14
|
|
|
|
|
|
|
39
|
|
|
(39
|
)
|
|
|
|
|
|
|
|
—
|
|
||||||||||||||
Cancellation of Class B Common Stock
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||||||||
Distributions to LLC Unit holders
|
|
|
|
|
|
|
|
|
(1,433
|
)
|
|
(105
|
)
|
|
|
|
|
|
(1,538
|
)
|
|||||||||||||||
Repurchase and retirement of common stock
|
(288
|
)
|
(3
|
)
|
|
|
|
|
(3,981
|
)
|
|
|
|
|
|
|
|
|
|
(3,984
|
)
|
||||||||||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
(390
|
)
|
|
|
|
(390
|
)
|
||||||||||||||||
Balance at June 30, 2016
|
17,690
|
|
$
|
176
|
|
|
23
|
|
$
|
—
|
|
|
$
|
45,947
|
|
|
$
|
4,679
|
|
|
$
|
(28,302
|
)
|
|
$
|
(2,471
|
)
|
|
$
|
—
|
|
|
$
|
20,029
|
|
Net Income
|
|
|
|
|
|
|
|
|
2,717
|
|
|
28,358
|
|
|
|
|
|
|
31,075
|
|
|||||||||||||||
Stock based compensation
|
96
|
|
1
|
|
|
|
|
|
1,134
|
|
|
|
|
|
|
|
|
|
|
1,135
|
|
Issuances of equity for services
|
7
|
|
|
|
|
|
|
688
|
|
|
|
|
|
|
|
|
|
|
688
|
|
|||||||||||||||
Increase in payable pursuant to the tax receivable agreement
|
|
|
|
|
|
|
(960
|
)
|
|
|
|
|
|
|
|
|
|
(960
|
)
|
||||||||||||||||
Increase in deferred tax asset from step-up in tax basis
|
|
|
|
|
|
|
1,238
|
|
|
|
|
|
|
|
|
|
|
1,238
|
|
||||||||||||||||
Exchange of LLC for Class A
|
145
|
|
2
|
|
|
|
|
|
2,789
|
|
|
(2,789
|
)
|
|
|
|
|
|
|
|
2
|
|
|||||||||||||
Cancellation of Class B Common Stock
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||||||||
Tax distributions
|
|
|
|
|
|
|
|
|
(1,535
|
)
|
|
95
|
|
|
|
|
|
|
(1,440
|
)
|
|||||||||||||||
Translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
469
|
|
|
|
|
469
|
|
||||||||||||||||
Balance at June 30, 2017
|
17,938
|
|
$
|
179
|
|
|
19
|
|
$
|
—
|
|
|
$
|
50,836
|
|
|
$
|
3,072
|
|
|
$
|
151
|
|
|
$
|
(2,002
|
)
|
|
$
|
—
|
|
|
$
|
52,236
|
|
|
|
Fiscal Year Ended June 30,
|
|||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|||||||
Operating activities:
|
|
|
|
|
|
|
|||||||
Net income
|
|
$
|
31,075
|
|
|
$
|
20,295
|
|
|
$
|
23,183
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|||||||
Non-cash compensation expense
|
|
1,396
|
|
|
1,947
|
|
|
1,467
|
|
||||
Non-cash compensation to directors
|
|
688
|
|
|
751
|
|
|
252
|
|
||||
Non-cash litigation payable
|
|
(1,330
|
)
|
|
3,268
|
|
|
—
|
|
||||
Depreciation
|
|
4,550
|
|
|
3,339
|
|
|
2,427
|
|
||||
Amortization of intangible assets
|
|
2,198
|
|
|
2,185
|
|
|
2,463
|
|
||||
Gain on sale-leaseback transaction
|
|
(10
|
)
|
|
(10
|
)
|
|
(7
|
)
|
||||
Amortization of deferred financing costs
|
|
243
|
|
|
244
|
|
|
71
|
|
||||
Change in fair value of derivative
|
|
(912
|
)
|
|
863
|
|
|
—
|
|
||||
Deferred income taxes
|
|
9,577
|
|
|
5,176
|
|
|
7,933
|
|
||||
Adjustment to tax receivable agreement liability
|
|
(8,140
|
)
|
|
—
|
|
|
—
|
|
||||
Gain on sale of equipment
|
|
4
|
|
|
(29
|
)
|
|
—
|
|
||||
Change in operating assets and liabilities (excluding effects of acquisition):
|
|
|
|
|
|
|
|||||||
Trade receivables
|
|
4,870
|
|
|
(5,211
|
)
|
|
(2,170
|
)
|
||||
Inventories
|
|
(3,300
|
)
|
|
(52
|
)
|
|
(2,884
|
)
|
||||
Prepaid expenses and other assets
|
|
(26
|
)
|
|
(859
|
)
|
|
879
|
|
||||
Accounts payable
|
|
(5,018
|
)
|
|
7,003
|
|
|
(366
|
)
|
||||
Accrued expenses
|
|
5,890
|
|
|
1,388
|
|
|
(9
|
)
|
||||
Income taxes receivable and payable
|
|
253
|
|
|
(1,873
|
)
|
|
(801
|
)
|
||||
Other liabilities
|
|
65
|
|
|
8
|
|
|
114
|
|
||||
Payment pursuant to tax receivable agreement
|
|
(4,279
|
)
|
|
(2,831
|
)
|
|
—
|
|
||||
Litigation settlement
|
|
(1,938
|
)
|
|
—
|
|
|
(20,000
|
)
|
||||
Net cash provided by operating activities
|
|
35,856
|
|
|
35,602
|
|
|
12,552
|
|
||||
Investing activities:
|
|
|
|
|
|
|
|||||||
Purchases of property and equipment
|
|
(9,262
|
)
|
|
(6,176
|
)
|
|
(5,366
|
)
|
||||
Proceeds from sale of property and equipment
|
|
16
|
|
|
186
|
|
|
—
|
|
||||
Acquisition of Canadian trademark
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
||||
Payment for acquisition, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(11,663
|
)
|
||||
Net cash used in investing activities
|
|
(9,246
|
)
|
|
(5,990
|
)
|
|
(17,129
|
)
|
||||
Financing activities:
|
|
|
|
|
|
|
|||||||
Principal payments on long-term borrowings
|
|
(72,000
|
)
|
|
(6,500
|
)
|
|
(21,500
|
)
|
||||
Proceeds from long-term borrowings
|
|
55,000
|
|
|
—
|
|
|
100,000
|
|
||||
Payment of deferred financing costs
|
|
(926
|
)
|
|
—
|
|
|
(1,224
|
)
|
||||
Proceeds from issuance of Class A Common Stock in offerings, net of underwriting discounts
|
|
—
|
|
|
—
|
|
|
133,362
|
|
||||
Purchase of units from existing LLC Unit holders
|
|
—
|
|
|
—
|
|
|
(133,362
|
)
|
||||
Payment of costs directly associated with offerings
|
|
—
|
|
|
—
|
|
|
(1,498
|
)
|
||||
Cash paid for tax withholdings
|
|
(258
|
)
|
|
(156
|
)
|
|
—
|
|
||||
Distributions to non-controlling LLC Unit holders
|
|
(1,535
|
)
|
|
(1,385
|
)
|
|
(3,630
|
)
|
||||
Repurchase of common stock
|
|
—
|
|
|
(3,981
|
)
|
—
|
|
(71,406
|
)
|
|||
Net cash (used in) provided by financing activities
|
|
(19,719
|
)
|
|
(12,022
|
)
|
|
742
|
|
||||
Effect of exchange rate changes on cash
|
|
10
|
|
|
(56
|
)
|
|
49
|
|
||||
Changes in cash
|
|
6,901
|
|
|
17,534
|
|
|
(3,786
|
)
|
||||
Cash—Beginning of period
|
|
25,921
|
|
|
8,387
|
|
|
12,173
|
|
||||
Cash—End of period
|
|
$
|
32,822
|
|
|
$
|
25,921
|
|
|
$
|
8,387
|
|
|
|
|
|
|
|
|
|
|||||||
Supplemental cash flow information:
|
|
|
|
|
|
|
|||||||
Cash paid for interest
|
|
$
|
2,296
|
|
|
$
|
3,136
|
|
|
$
|
494
|
|
Cash paid for income taxes
|
|
7,175
|
|
|
8,122
|
|
|
1,439
|
|
||||
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|||||||
Establishment of deferred tax assets from step-up in tax basis
|
|
1,238
|
|
|
140
|
|
|
106,977
|
|
||||
Establishment of amounts payable under tax receivable agreements
|
|
960
|
|
|
111
|
|
|
82,834
|
|
||||
Equity issued as consideration for acquisition
|
|
—
|
|
|
—
|
|
|
2,837
|
|
||||
Exchange of LLC Units for Class A Common Stock
|
2,789
|
|
|
39
|
|
|
111,118
|
|
|||||
Tax distributions payable to non-controlling LLC Unit holders
|
|
309
|
|
|
341
|
|
|
147
|
|
||||
Capital expenditures in accounts payable
|
|
1,598
|
|
|
218
|
|
|
—
|
|
||||
Accrued costs related to repurchase of common stock
|
|
—
|
|
|
—
|
|
|
117
|
|
|
|
Years
|
Building
|
|
20
|
Leasehold improvements
|
|
Shorter of useful life or lease term
|
Machinery and equipment
|
|
3-5
|
Furniture and fixtures
|
|
3-5
|
|
As of June 30,
|
||||||
|
2017
|
|
2016
|
||||
Warranties
|
$
|
10,050
|
|
|
$
|
8,083
|
|
Dealer incentives
|
3,295
|
|
|
4,016
|
|
||
Accrued compensation
|
4,262
|
|
|
2,647
|
|
||
Accrued legal and professional fees
|
2,569
|
|
|
462
|
|
||
Accrued litigation
|
—
|
|
|
3,268
|
|
||
Accrued interest
|
18
|
|
|
32
|
|
||
Other accrued expenses
|
1,422
|
|
|
547
|
|
||
Total accrued expenses
|
$
|
21,616
|
|
|
$
|
19,055
|
|
|
As of June 30,
|
||||||
|
2017
|
|
2016
|
||||
Balance at beginning of year
|
$
|
3,912
|
|
|
$
|
3,165
|
|
Add: Additions to dealer rebate incentive provision
|
12,960
|
|
|
6,440
|
|
||
Less: Dealer rebates paid
|
(13,694
|
)
|
|
(5,693
|
)
|
||
Balance at end of year
|
$
|
3,178
|
|
|
$
|
3,912
|
|
|
As of June 30,
|
||||||
|
2017
|
|
2016
|
||||
Balance at beginning of year
|
$
|
104
|
|
|
$
|
—
|
|
Add: Additions to flooring provision
|
4,288
|
|
|
3,407
|
|
||
Less: Flooring paid
|
(4,275
|
)
|
|
(3,303
|
)
|
||
Balance at end of year
|
$
|
117
|
|
|
$
|
104
|
|
•
|
an order for a product has been received;
|
•
|
a common carrier signs the delivery ticket accepting responsibility for the product; and
|
•
|
the product is removed from the Company’s property for delivery.
|
|
As of June 30, 2017
|
|
As of June 30, 2016
|
||||||
|
Units
|
|
Ownership %
|
|
Units
|
|
Ownership %
|
||
Non-controlling LLC unit holders ownership in Malibu Boats Holdings, LLC
|
1,260,627
|
|
6.6
|
%
|
|
1,404,923
|
|
7.4
|
%
|
Malibu Boats, Inc. ownership in Malibu Boats Holdings, LLC
|
17,937,687
|
|
93.4
|
%
|
|
17,690,874
|
|
92.6
|
%
|
|
19,198,314
|
|
100.0
|
%
|
|
19,095,797
|
|
100.0
|
%
|
Balance of non-controlling interest as of June 30, 2015
|
|
$
|
3,898
|
|
Allocation of income to non-controlling LLC Unit holders for period
|
|
2,253
|
|
|
Distributions paid and payable to non-controlling LLC Unit holders for period
|
|
(1,433
|
)
|
|
Reallocation of non-controlling interest from selling shareholders acquired in offerings
|
|
(39
|
)
|
|
Balance of non-controlling interest as of June 30, 2016
|
|
4,679
|
|
|
Allocation of income to non-controlling LLC Unit holders for period
|
|
2,717
|
|
|
Distributions paid and payable to non-controlling LLC Unit holders for period
|
|
(1,535
|
)
|
|
Reallocation of non-controlling ownership interests in exchange for Class A Common Stock
|
|
(2,789
|
)
|
|
Balance of non-controlling interest as of June 30, 2017
|
|
$
|
3,072
|
|
Consideration:
|
|
||
Cash consideration paid
|
$
|
13,305
|
|
Equity consideration paid
1
|
2,837
|
|
|
Fair value of total consideration transferred
|
$
|
16,142
|
|
|
|
||
Recognized amounts of identifiable assets acquired and (liabilities assumed), at fair value:
|
|
||
Cash
|
1,642
|
|
|
Accounts receivable
|
878
|
|
|
Inventories
|
5,023
|
|
|
Other current assets
|
195
|
|
|
Net property, plant, and equipment
|
1,191
|
|
|
Identifiable intangible assets
|
4,558
|
|
|
Other assets
|
45
|
|
|
Current liabilities
|
(3,908
|
)
|
|
Deferred tax liabilities
|
(1,407
|
)
|
|
Other liabilities
|
(34
|
)
|
|
Fair value of assets acquired and liabilities assumed
|
8,183
|
|
|
Goodwill
|
7,959
|
|
|
Total purchase price
|
$
|
16,142
|
|
|
Estimates of Fair Value
|
|
Estimated Useful Life (in years)
|
||
Reacquired franchise rights
|
$
|
1,579
|
|
|
5
|
Dealer relationships
|
2,808
|
|
|
15
|
|
Non-compete agreement
|
61
|
|
|
10
|
|
Backlog
|
110
|
|
|
0.3
|
|
Total
|
$
|
4,558
|
|
|
|
|
|
For the Fiscal Year Ended
June 30, 2015 |
||
Net sales
|
|
$
|
233,688
|
|
Net income
|
|
24,174
|
|
|
Net income attributable to Malibu Boats, Inc.
|
|
15,463
|
|
|
Basic earnings per share
|
|
$
|
0.98
|
|
Diluted earnings per share
|
|
$
|
0.98
|
|
|
As of June 30,
|
||||||
|
2017
|
|
2016
|
||||
Raw materials
|
$
|
15,643
|
|
|
$
|
14,858
|
|
Work in progress
|
2,068
|
|
|
1,250
|
|
||
Finished goods
|
6,124
|
|
|
4,323
|
|
||
Total inventories
|
$
|
23,835
|
|
|
$
|
20,431
|
|
|
|
As of June 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Land
|
|
$
|
367
|
|
|
$
|
254
|
|
Leasehold improvements
|
|
11,009
|
|
|
7,168
|
|
||
Machinery and equipment
|
|
22,844
|
|
|
20,035
|
|
||
Furniture and fixtures
|
|
3,536
|
|
|
2,765
|
|
||
Construction in process
|
|
3,646
|
|
|
356
|
|
||
|
|
41,402
|
|
|
30,578
|
|
||
Less accumulated depreciation
|
|
(17,279
|
)
|
|
(12,765
|
)
|
||
|
|
$
|
24,123
|
|
|
$
|
17,813
|
|
Goodwill as of June 30, 2015
|
$
|
12,665
|
|
Effect of foreign currency changes on goodwill
|
(195
|
)
|
|
Goodwill as of June 30, 2016
|
12,470
|
|
|
Effect of foreign currency changes on goodwill
|
222
|
|
|
Goodwill as of June 30, 2017
|
$
|
12,692
|
|
|
As of June 30,
|
|
Estimated Useful Life (in years)
|
|
Weighted Average Remaining Useful Life (in years)
|
||||||
|
2017
|
|
2016
|
|
|
||||||
Reacquired franchise rights
|
$
|
1,383
|
|
|
$
|
1,339
|
|
|
5
|
|
2.3
|
Dealer relationships
|
29,852
|
|
|
29,773
|
|
|
8-15
|
|
12.3
|
||
Patent
|
1,386
|
|
|
1,386
|
|
|
12
|
|
1.1
|
||
Trade name
|
24,667
|
|
|
24,667
|
|
|
15
|
|
4.2
|
||
Non-compete agreement
|
54
|
|
|
52
|
|
|
10
|
|
7.3
|
||
Backlog
|
96
|
|
|
93
|
|
|
0.3
|
|
0.0
|
||
Total
|
57,438
|
|
|
57,310
|
|
|
|
|
|
||
Less: Accumulated amortization
|
(47,841
|
)
|
|
(45,607
|
)
|
|
|
|
|
||
Total other intangible assets, net
|
$
|
9,597
|
|
|
$
|
11,703
|
|
|
|
|
|
Fiscal Year
|
|
As of June 30, 2017
|
||
2018
|
|
$
|
2,206
|
|
2019
|
|
1,909
|
|
|
2020
|
|
1,814
|
|
|
2021
|
|
1,814
|
|
|
2022
|
|
366
|
|
|
Thereafter
|
|
1,488
|
|
|
|
|
$
|
9,597
|
|
|
As of June 30,
|
||||||
|
2017
|
|
2016
|
||||
Beginning balance
|
$
|
8,083
|
|
|
$
|
6,610
|
|
Add: Warranty Expense
|
6,472
|
|
|
5,237
|
|
||
Less: Warranty claims paid
|
(4,505
|
)
|
|
(3,764
|
)
|
||
Ending balance
|
$
|
10,050
|
|
|
$
|
8,083
|
|
|
|
As of June 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Term loan
|
|
$
|
55,000
|
|
|
$
|
72,000
|
|
Less unamortized debt issuance costs
|
|
(1,597
|
)
|
|
(914
|
)
|
||
Total debt
|
|
53,403
|
|
|
71,086
|
|
||
Less current maturities
|
|
—
|
|
|
(8,000
|
)
|
||
Long term debt less current maturities
|
|
$
|
53,403
|
|
|
$
|
63,086
|
|
|
As of June 30,
|
||||||
|
2017
|
|
2016
|
||||
Beginning balance
|
$
|
93,750
|
|
|
$
|
96,470
|
|
Additions (reductions) to tax receivable agreement:
|
|
|
|
||||
Exchange of LLC Units for Class A Common Stock
|
960
|
|
|
111
|
|
||
Adjustment for change in estimated tax rate
|
(8,140
|
)
|
|
—
|
|
||
Payment under tax receivable agreement
|
(4,279
|
)
|
|
(2,831
|
)
|
||
|
82,291
|
|
|
93,750
|
|
||
Less current portion under tax receivable agreement
|
(4,332
|
)
|
|
(4,189
|
)
|
||
Ending balance
|
$
|
77,959
|
|
|
$
|
89,561
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Current tax expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
6,094
|
|
|
$
|
5,372
|
|
|
$
|
205
|
|
State
|
1,134
|
|
|
902
|
|
|
95
|
|
|||
Foreign
|
788
|
|
|
351
|
|
|
430
|
|
|||
Total Current
|
8,016
|
|
|
6,625
|
|
|
730
|
|
|||
Deferred tax expense:
|
|
|
|
|
|
||||||
Federal
|
9,132
|
|
|
4,886
|
|
|
8,208
|
|
|||
State
|
615
|
|
|
458
|
|
|
(49
|
)
|
|||
Foreign
|
(170
|
)
|
|
(168
|
)
|
|
(226
|
)
|
|||
Total Deferred
|
9,577
|
|
|
5,176
|
|
|
7,933
|
|
|||
Income tax expense
|
$
|
17,593
|
|
|
$
|
11,801
|
|
|
$
|
8,663
|
|
|
Fiscal Year Ended June 30,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Federal tax provision at statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
3.4
|
|
|
3.2
|
|
|
0.1
|
|
Permanent differences attributable to partnership investment
|
0.4
|
|
|
(0.4
|
)
|
|
1.6
|
|
Section 199 deductions
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
Non-controlling interest
|
(1.9
|
)
|
|
(2.5
|
)
|
|
(9.8
|
)
|
Change in valuation allowance
|
1.1
|
|
|
1.3
|
|
|
—
|
|
Other, net
|
(0.4
|
)
|
|
0.2
|
|
|
0.3
|
|
Total income tax expense on continuing operations
|
36.2
|
%
|
|
36.8
|
%
|
|
27.2
|
%
|
|
As of June 30,
|
||||||
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Litigation accrual
|
$
|
—
|
|
|
$
|
89
|
|
Partnership basis differences
|
115,599
|
|
|
123,738
|
|
||
Fixed assets and intangibles
|
8
|
|
|
58
|
|
||
Accrued liabilities and reserves
|
348
|
|
|
546
|
|
||
State tax credits and NOLs
|
1,712
|
|
|
1,059
|
|
||
Acquisition costs
|
10
|
|
|
—
|
|
||
Other
|
51
|
|
|
99
|
|
||
Less valuation allowance
|
(10,324
|
)
|
|
(9,700
|
)
|
||
Total deferred tax assets
|
107,404
|
|
|
115,889
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Fixed assets and intangibles
|
850
|
|
|
941
|
|
||
Other
|
18
|
|
|
39
|
|
||
Total deferred tax liabilities
|
868
|
|
|
980
|
|
||
Total net deferred tax assets
|
$
|
106,536
|
|
|
$
|
114,909
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Balance as of July 1
|
$
|
66
|
|
|
$
|
66
|
|
|
$
|
—
|
|
Additions based on tax positions taken during the current period
|
47
|
|
|
—
|
|
|
4
|
|
|||
Additions based on tax positions taken during a prior period
|
—
|
|
|
—
|
|
|
62
|
|
|||
Balance as of June 30
|
$
|
113
|
|
|
$
|
66
|
|
|
$
|
66
|
|
•
|
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.
|
|
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 June 30, 2017:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap not designated as cash flow hedge
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
49
|
|
|
$
|
—
|
|
Total assets at fair value
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
49
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
As of June 30, 2016:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap not designated as cash flow hedge
|
$
|
863
|
|
|
$
|
—
|
|
|
$
|
863
|
|
|
$
|
—
|
|
Total liabilities at fair value
|
$
|
863
|
|
|
$
|
—
|
|
|
$
|
863
|
|
|
$
|
—
|
|
•
|
diluting the voting power of the holders of common stock;
|
•
|
reducing the likelihood that holders of common stock will receive dividend payments;
|
•
|
reducing the likelihood that holders of common stock will receive payments in the event of the Company's liquidation, dissolution, or winding up; and
|
•
|
delaying, deterring or preventing a change-in-control or other corporate takeover.
|
|
|
Fiscal Year Ended June 30, 2017
|
|||||||||
|
|
Shares
|
|
Price per share
|
|
Weighted Average Exercise Price/Share
|
|||||
Total outstanding Options at beginning of year
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Options granted
|
|
104,000
|
|
|
25.85
|
|
|
25.85
|
|
||
Options exercised
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Options canceled
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Outstanding options at end of year
|
|
104,000
|
|
|
25.85
|
|
|
25.85
|
|
||
Exercisable at end of year
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Vested and expected to vest at end of year
|
|
104,000
|
|
|
$
|
25.85
|
|
|
$
|
25.85
|
|
|
Fiscal Year Ended June 30,
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||
|
Number of Restricted Stock Units and Restricted Stock Awards Outstanding
|
|
Weighted Average Grant Date Fair Value
|
|
Number of Restricted Stock Units and Restricted Stock Awards Outstanding
|
|
Weighted Average Grant Date Fair Value
|
|
Number of Restricted Stock Units and Restricted Stock Awards Outstanding
|
|
Weighted Average Grant Date Fair Value
|
||||||||||
Total Non-vested Restricted Stock Units and Restricted Stock Awards at beginning of year
|
140,908
|
|
|
$
|
16.17
|
|
|
44,775
|
|
|
$
|
20.20
|
|
|
$
|
46,155
|
|
|
$
|
20.03
|
|
Granted
|
168,227
|
|
|
15.55
|
|
|
174,072
|
|
|
15.05
|
|
|
21,353
|
|
|
20.44
|
|
||||
Vested
|
(81,181
|
)
|
|
15.95
|
|
|
(69,751
|
)
|
|
15.62
|
|
|
(20,733
|
)
|
|
15.83
|
|
||||
Forfeited
|
(2,100
|
)
|
|
18.52
|
|
|
(8,188
|
)
|
|
20.13
|
|
|
(2,000
|
)
|
|
20.03
|
|
||||
Total Non-vested Restricted Stock Units and Restricted Stock Awards at end of year
|
225,854
|
|
|
$
|
15.77
|
|
|
140,908
|
|
|
$
|
16.17
|
|
|
44,775
|
|
|
$
|
20.20
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Basic:
|
|
|
|
|
|
||||||
Net income attributable to Malibu Boats, Inc.
|
$
|
28,358
|
|
|
$
|
18,042
|
|
|
$
|
14,661
|
|
Shares used in computing basic net income per share:
|
|
|
|
|
|
||||||
Weighted-average Class A Common Stock
|
17,708,924
|
|
|
17,838,625
|
|
|
15,668,072
|
|
|||
Weighted-average participating restricted stock units convertible into Class A Common Stock
|
137,970
|
|
|
95,955
|
|
|
64,459
|
|
|||
Basic weighted-average shares outstanding
|
17,846,894
|
|
|
17,934,580
|
|
|
15,732,531
|
|
|||
Basic net income per share
|
$
|
1.59
|
|
|
$
|
1.01
|
|
|
$
|
0.93
|
|
|
|
|
|
|
|
||||||
Diluted:
|
|
|
|
|
|
||||||
Net income attributable to Malibu Boats, Inc.
|
$
|
28,358
|
|
|
$
|
18,042
|
|
|
$
|
14,661
|
|
Shares used in computing diluted net income per share:
|
|
|
|
|
|
||||||
Basic weighted-average shares outstanding
|
17,846,894
|
|
|
17,934,580
|
|
|
15,732,531
|
|
|||
Restricted stock units granted to employees
|
104,438
|
|
|
50,847
|
|
|
8,487
|
|
|||
Diluted weighted-average shares outstanding
1
|
17,951,332
|
|
|
17,985,427
|
|
|
15,741,018
|
|
|||
Diluted net income per share
|
$
|
1.58
|
|
|
$
|
1.00
|
|
|
$
|
0.93
|
|
|
|
As of June 30, 2017
|
||
Fiscal Year
|
|
|
||
2018
|
|
$
|
2,263
|
|
2019
|
|
2,297
|
|
|
2020
|
|
2,302
|
|
|
2021
|
|
2,303
|
|
|
2022
|
|
2,315
|
|
|
Thereafter
|
|
12,577
|
|
|
|
|
$
|
24,057
|
|
Fiscal Year Ended June 30, 2017
|
|
|
|
|
|
|
|
||||||||
|
US
|
|
Australia
|
|
Eliminations
|
|
Total
|
||||||||
Net sales
|
$
|
267,552
|
|
|
$
|
22,995
|
|
|
$
|
(8,610
|
)
|
|
$
|
281,937
|
|
Affiliate (or intersegment) sales
|
8,610
|
|
|
—
|
|
|
(8,610
|
)
|
|
—
|
|
||||
Net sales to external customers
|
258,942
|
|
|
22,995
|
|
|
—
|
|
|
281,937
|
|
||||
Depreciation and amortization
|
6,115
|
|
|
633
|
|
|
—
|
|
|
6,748
|
|
||||
Net income before provision for income taxes
|
46,927
|
|
|
1,893
|
|
|
(152
|
)
|
|
48,668
|
|
||||
Capital expenditures
|
9,183
|
|
|
79
|
|
|
—
|
|
|
9,262
|
|
||||
Long-lived assets
|
36,089
|
|
|
10,323
|
|
|
—
|
|
|
46,412
|
|
||||
Total assets
|
$
|
222,252
|
|
|
$
|
19,099
|
|
|
$
|
(17,688
|
)
|
|
$
|
223,663
|
|
|
|
|
|
|
|
|
|
||||||||
Fiscal Year Ended June 30, 2016
|
|
|
|
|
|
|
|
||||||||
|
US
|
|
Australia
|
|
Eliminations
|
|
Total
|
||||||||
Net sales
|
$
|
239,689
|
|
|
$
|
20,849
|
|
|
$
|
(7,573
|
)
|
|
$
|
252,965
|
|
Affiliate (or intersegment) sales
|
7,573
|
|
|
—
|
|
|
(7,573
|
)
|
|
—
|
|
||||
Net sales to external customers
|
232,116
|
|
|
20,849
|
|
|
—
|
|
|
252,965
|
|
||||
Depreciation and amortization
|
4,900
|
|
|
624
|
|
|
—
|
|
|
5,524
|
|
||||
Net income before provision for income taxes
|
31,674
|
|
|
453
|
|
|
(31
|
)
|
|
32,096
|
|
||||
Capital expenditures
|
6,156
|
|
|
20
|
|
|
—
|
|
|
6,176
|
|
||||
Long-lived assets
|
31,446
|
|
|
10,540
|
|
|
—
|
|
|
41,986
|
|
||||
Total assets
|
$
|
222,613
|
|
|
$
|
17,130
|
|
|
$
|
(17,417
|
)
|
|
$
|
222,326
|
|
|
|
|
|
|
|
|
|
||||||||
Fiscal Year Ended June 30, 2015
|
|
|
|
|
|
|
|
||||||||
|
US
|
|
Australia
1
|
|
Eliminations
|
|
Total
|
||||||||
Net sales
|
$
|
219,142
|
|
|
$
|
14,919
|
|
|
$
|
(5,440
|
)
|
|
$
|
228,621
|
|
Affiliate (or intersegment) sales
|
5,440
|
|
|
—
|
|
|
(5,440
|
)
|
|
—
|
|
||||
Net sales to external customers
|
213,702
|
|
|
14,919
|
|
|
—
|
|
|
228,621
|
|
||||
Depreciation and amortization
|
4,318
|
|
|
572
|
|
|
—
|
|
|
4,890
|
|
||||
Net income before provision for income taxes
|
32,142
|
|
|
295
|
|
|
(591
|
)
|
|
31,846
|
|
||||
Capital expenditures
|
5,299
|
|
|
67
|
|
|
—
|
|
|
5,366
|
|
||||
Long-lived assets
|
30,125
|
|
|
11,481
|
|
|
—
|
|
|
41,606
|
|
||||
Total assets
|
$
|
200,260
|
|
|
$
|
17,982
|
|
|
$
|
(17,928
|
)
|
|
$
|
200,314
|
|
|
|
Quarter Ended
|
|
Fiscal Year Ended
June 30, 2017 |
||||||||||||||||
|
|
June 30, 2017
|
|
March 31, 2017
|
|
December 31, 2016
|
|
September 30, 2017
|
|
|||||||||||
Net sales
|
|
$
|
75,106
|
|
|
$
|
77,149
|
|
|
$
|
67,661
|
|
|
$
|
62,021
|
|
|
$
|
281,937
|
|
Gross profit
|
|
20,040
|
|
|
21,362
|
|
|
17,813
|
|
|
15,823
|
|
|
75,038
|
|
|||||
Operating income
|
|
7,965
|
|
|
13,026
|
|
|
11,661
|
|
|
6,786
|
|
|
39,438
|
|
|||||
Net income
|
|
10,266
|
|
|
8,846
|
|
|
7,737
|
|
|
4,226
|
|
|
31,075
|
|
|||||
Net income attributable to non-controlling interest
|
|
602
|
|
|
833
|
|
|
836
|
|
|
446
|
|
|
2,717
|
|
|||||
Net income attributable to Malibu Boats, Inc.
|
|
$
|
9,664
|
|
|
$
|
8,013
|
|
|
$
|
6,901
|
|
|
$
|
3,780
|
|
|
$
|
28,358
|
|
Basic net income per share
|
|
$
|
0.54
|
|
|
$
|
0.45
|
|
|
$
|
0.39
|
|
|
$
|
0.21
|
|
|
$
|
1.59
|
|
Diluted net income per share
|
|
$
|
0.53
|
|
|
$
|
0.45
|
|
|
$
|
0.39
|
|
|
$
|
0.21
|
|
|
$
|
1.58
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Quarter Ended
|
|
Fiscal Year Ended
June 30, 2016 |
||||||||||||||||
|
|
June 30, 2016
|
|
March 31, 2016
|
|
December 31, 2015
|
|
September 30, 2015
|
|
|||||||||||
Net sales
|
|
$
|
66,680
|
|
|
$
|
68,539
|
|
|
$
|
60,506
|
|
|
$
|
57,240
|
|
|
$
|
252,965
|
|
Gross profit
|
|
17,825
|
|
|
18,406
|
|
|
15,879
|
|
|
14,710
|
|
|
66,820
|
|
|||||
Operating income
|
|
7,825
|
|
|
11,825
|
|
|
8,979
|
|
|
7,275
|
|
|
35,904
|
|
|||||
Net income
|
|
4,090
|
|
|
6,507
|
|
|
5,718
|
|
|
3,980
|
|
|
20,295
|
|
|||||
Net income income attributable to non-controlling interest
|
|
486
|
|
|
731
|
|
|
614
|
|
|
422
|
|
|
2,253
|
|
|||||
Net income attributable to Malibu Boats, Inc.
|
|
$
|
3,604
|
|
|
$
|
5,776
|
|
|
$
|
5,104
|
|
|
$
|
3,558
|
|
|
$
|
18,042
|
|
Basic net income per share
|
|
$
|
0.21
|
|
|
$
|
0.32
|
|
|
$
|
0.28
|
|
|
$
|
0.20
|
|
|
$
|
1.01
|
|
Diluted net income per share
|
|
$
|
0.20
|
|
|
$
|
0.32
|
|
|
$
|
0.28
|
|
|
$
|
0.20
|
|
|
$
|
1.00
|
|
•
|
Consolidated Statements of Operations and Comprehensive Income for the fiscal years ended
June 30, 2017
,
2016
, and
2015
.
|
•
|
Consolidated Balance Sheets as of
June 30, 2017
and
2016
.
|
•
|
Consolidated Statements of Stockholders’ Equity for the fiscal years ended
June 30, 2017
,
2016
, and
2015
.
|
•
|
Consolidated Statements of Cash Flows for the fiscal years ended
June 30, 2017
,
2016
, and
2015
.
|
•
|
Notes to Consolidated Financial Statements.
|
•
|
Reports of Independent Registered Public Accounting Firms.
|
Exhibit No.
|
|
Description
|
|
Certificate of Incorporation of Malibu Boats, Inc.
2
|
|
|
Bylaws of Malibu Boats, Inc.
2
|
|
|
Certificate of Formation of Malibu Boats Holdings, LLC
2
|
|
|
First Amended and Restated Limited Liability Company Agreement of Malibu Boats Holdings, LLC, dated as of February 5, 2014
3
|
|
|
First Amendment, dated as of February 5, 2014, to First Amended and Restated Limited Liability Company Agreement of Malibu Boats Holdings, LLC
4
|
|
|
Second Amendment, dated as of June 27, 2014, to First Amended and Restated Limited Liability Company Agreement of Malibu Boats Holdings, LLC
5
|
|
|
Form of Class A Common Stock Certificate
2
|
|
|
Form of Class B Common Stock Certificate
2
|
|
|
Exchange Agreement, dated as of February 5, 2014, by and among Malibu Boats, Inc. and the Members of Malibu Boats Holdings, LLC
3
|
|
|
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
3
|
|
|
Second Amended and Restated Credit Agreement, dated June 28, 2017, by and among Malibu Boats, LLC, Malibu Boats Holdings, LLC, the other guarantors party thereto, the lenders party thereto, and SunTrust Bank, as administrative agent, as issuing bank and as swingline lender
1
|
|
|
Second Amended and Restated Security Agreement, dated June 28, 2017, by and among Malibu Boats, LLC, Malibu Boats Holdings, LLC, the other debtors party thereto, and SunTrust Bank, as administrative agent
1
|
|
|
+Engine Supply Agreement dated November 14, 2016 between Malibu Boats, LLC and General Motors LLC
9
|
|
Employment Agreement by and between Malibu Boats, Inc. and Ritchie Anderson, dated February 5, 2014
3
|
|
|
Employment Agreement by and between Malibu Boats, Inc. and Jack Springer, dated February 5, 2014
3
|
|
|
Employment Agreement by and between Malibu Boats, Inc. and Wayne Wilson, dated February 5, 2014
3
|
|
|
Employment Agreement, dated June 28, 2017, between William Paxson St. Clair, Jr. and Cobalt Boats, LLC
1
|
|
|
Long-Term Incentive Plan
2
|
|
|
Amendment Number One, dated as of June 24, 2014, to the Long Term Incentive Plan
5
|
|
|
Form of Stock Option Agreement for Long-Term Incentive Plan
|
|
|
Form of Restricted Stock Agreement for Long-Term Incentive Plan
|
|
|
Form of Restricted Stock Unit Award Agreement for Long-Term Incentive Plan (executive)
|
|
|
Form of Restricted Stock Unit Award Agreement for Long-Term Incentive Plan (non-executive)
|
|
|
Form of Indemnification Agreement
7
|
|
|
Director Compensation Policy
5
|
|
|
Subsidiaries of Malibu Boats, Inc.
|
|
|
Consent of KPMG LLP, independent registered public accounting firm for Malibu Boats, Inc.
|
|
|
Consent of RSM US LLP, independent registered public accounting firm for Malibu Boats, Inc.
|
|
|
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
|
|
|
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
|
|
|
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
|
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
101.DEF
|
|
XBRL Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
*
|
Management contract or compensatory plan or arrangement.
|
+
|
Portions of this exhibit have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the SEC.
|
(1)
|
Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 001-36290) filed on June 29, 2017.
|
(2)
|
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.
|
(3)
|
Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 001-36290) filed on February 6, 2014.
|
(4)
|
Filed as an exhibit to the Company's Quarterly Report on Form 10-Q/A (File No. 001-36290) filed on May 13, 2014.
|
(5)
|
Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 001-36290) filed on June 27, 2014.
|
(6)
|
Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 001-36290) filed on October 3, 2014.
|
(7)
|
Filed as an exhibit to the Company’s registration statement on Form S-1 (File No. 333-192862) filed on December 13, 2013.
|
(8)
|
Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 001-36290) filed on February 4, 2016.
|
(9)
|
Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No. 001-36290) filed on February 1, 2017.
|
|
MALIBU BOATS, INC.
|
|
|
September 7, 2017
|
/s/ Jack D. Springer
|
|
Jack D. Springer
|
|
Chief Executive Officer
(Principal Executive Officer)
|
|
|
September 7, 2017
|
/s/ Wayne R. Wilson
|
|
Wayne R. Wilson
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Jack D. Springer
|
|
|
|
September 7, 2017
|
Jack D. Springer
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
|
/s/ Wayne R. Wilson
|
|
|
|
September 7, 2017
|
Wayne R. Wilson
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
/s/ Michael K. Hooks
|
|
|
|
September 7, 2017
|
Michael K. Hooks
|
|
Chairman of the Board and Director
|
|
|
/s/ Mark W. Lanigan
|
|
|
|
September 7, 2017
|
Mark W. Lanigan
|
|
Director
|
|
|
/s/ Phillip S. Estes
|
|
|
|
September 7, 2017
|
Phillip S. Estes
|
|
Director
|
|
|
/s/ James R. Buch
|
|
|
|
September 7, 2017
|
James R. Buch
|
|
Director
|
|
|
/s/ Ivar S. Chhina
|
|
|
|
September 7, 2017
|
Ivar S. Chhina
|
|
Director
|
|
|
/s/ Michael J. Connolly
|
|
|
|
September 7, 2017
|
Michael J. Connolly
|
|
Director
|
|
|
/s/ Peter E. Murphy
|
|
|
|
September 7, 2017
|
Peter E. Murphy
|
|
Director
|
|
|
/s/ William Paxson St. Clair, Jr.
|
|
|
|
September 7, 2017
|
William Paxson St. Clair, Jr.
|
|
Director
|
|
|
/s/ John E. Stokely
|
|
|
|
September 7, 2017
|
John E. Stokely
|
|
Director
|
|
|
On and After
|
Number of Shares Vested
|
[1
st
Anniversary of Grant Date]
|
[25%] of Shares subject to Option
|
[2
nd
Anniversary of Grant Date]
|
Additional [25%] of Shares subject to Option
|
[3
rd
Anniversary of Grant Date]
|
Additional [25%] of Shares subject to Option
|
[4
th
Anniversary of Grant Date]
|
Additional [25%] of Shares subject to Option
|
11.
|
Information Confidential
.
|
Number of Units
|
Fiscal Year
|
[EBITDA Target]
|
[___________]
|
[___________]
|
$[___________]
|
[___________]
|
[___________]
|
$[___________]
|
[___________]
|
[___________]
|
$[___________]
|
[___________]
|
[___________]
|
$[___________]
|
Name
|
Jurisdiction of Organization
|
Malibu Boats Holdings, LLC
|
Delaware
|
Malibu Boats, LLC
|
Delaware
|
Malibu Australian Acquisition Corp.
|
Delaware
|
Malibu Boats Pty Ltd.
|
Australia
|
Cobalt Boats, LLC
|
Delaware
|
Cobalt Exports, Inc.
|
Delaware
|
Cobalt Sportswear, LLC
|
Delaware
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended June 30, 2017 of Malibu Boats, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
|
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
|
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Jack D. Springer
|
|
Jack D. Springer
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended June 30, 2017 of Malibu Boats, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
|
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
|
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Wayne Wilson
|
|
Wayne Wilson
|
|
Chief Financial Officer
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Malibu.
|
|
/s/ Jack D. Springer
|
|
Jack D. Springer
|
|
Chief Executive Officer
|
|
/s/ Wayne R. Wilson
|
|
Wayne R. Wilson
|
|
Chief Financial Officer
|