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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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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock, par value $0.01
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MBUU
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Nasdaq Global Select Market
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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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•
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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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•
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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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•
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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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•
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references to “fiscal year” refer to the fiscal year of Malibu Boats, which ends on June 30 of each year;
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•
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we refer to our Malibu branded boats as "Malibu", our Axis Wake Research branded boats as "Axis", our Cobalt branded boats as "Cobalt", and our Pursuit branded boats as "Pursuit";
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•
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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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•
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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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•
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we use the terms “sterndrive” and “outboard” to refer to the 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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•
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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, 2019, 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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177,600
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$
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6,959
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Sterndrive
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11,000
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884
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Performance sport boat
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10,500
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1,096
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Jet boat
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5,900
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259
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Cruisers
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1,900
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1,512
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Total addressable market
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206,900
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$
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10,710
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Brand
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Number of
Models
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Lengths
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Retail Price
Range
(In thousands)
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Description
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Malibu
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11
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20'-25'
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$60-$190
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Founded in 1982, Malibu targets consumers seeking a premium boating experience with our latest innovations in performance, comfort and convenience. Malibu is comprised of three product lines:
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• Wakesetter Series - Our line of highly-customizable boats offering our most innovative technologies and premium features, with the newest color options and interior finishes.
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• M Series - Our line of ultra-premium towboats, featuring the Malibu M235, 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.
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• Response Series - Our line of high-performance water ski focused towboats completely redesigned in 2017.
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Axis
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5
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20’-24’
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$60-$110
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Launched in 2009, Axis was formed to target a younger demographic by providing a more affordably priced, high quality, entry-level boat with high performance, functional simplicity and the option to upgrade key features such as Surf Gate. Axis currently features five models.
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Cobalt
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15
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20’-40’
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$60-$770
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Founded in 1967, Cobalt is a premium luxury sterndrive and outboard boat manufacturer available in five product lines:
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• Gateway Series - Our entry level fiberglass sterndrive sporting the refined quality of Cobalt boats. 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.
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• R Series - Our mid-range premium fiberglass sterndrive boat in the largest segment that has a sleek, powerful look with a smooth ride and exceptional performance.
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• A Series - Our super premium fiberglass sterndrive boat that blends yacht-like qualities with a unique, powerful look as well as a smooth ride and exceptional performance.
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• SC Series - Our line of outboard boats designed for increased saltwater durability and ease of maintenance.
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• WSS Surf Series - Focused on watersports and based on our Gateway Series and R Series. Features 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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Pursuit
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15
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22'-44'
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$80-$800
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Launched in 1977, Pursuit is a premium brand of saltwater outboard fishing boats available in three product lines:
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• Center Console Series - Our center console series provides a central helm and open hull to provide 360-degree access to the water and is ideal for fishing.
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• Dual Console Series - Our dual console series offers a versatile design ideal for casual cruising and entertainment provided by the superior and comfortable seating yet makes for an ideal fishing boat.
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• Offshore Series - Our offshore series combines seaworthiness and fishability with the luxury of a cruiser and is designed for the conditions of the open sea and rigged with equipment for offshore fishing trips.
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•
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represent our products at specified boat shows;
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•
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market our products only to retail end users in a specific geographic territory;
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•
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promote and demonstrate our products to consumers;
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•
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place a specified minimum number of orders of our products during the term of the agreement in exchange for rebate or discount 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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•
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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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•
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indemnify us for certain claims.
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•
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Rebates and Discounts. Our domestic dealers agree to volume commitments that are used to determine applicable rebates or discounts. The structure of the dealer incentive depends on the brand represented. If a dealer meets its volume commitments as well as other terms of the dealer performance 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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•
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Co-op. Dealers of the Malibu, Axis and Pursuit product line may earn certain co-op reimbursements upon reaching a specified level of qualifying expenditures.
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•
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Free flooring. Our dealers that take delivery of current model year boats in the offseason, typically July through April, 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 of the current model year. This program is an additional incentive to encourage dealers to order in the offseason and helps us balance our seasonal production.
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•
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seasonal consumer demand for our products;
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•
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discretionary spending habits;
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•
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changes in pricing in, or the availability of supply in, the used powerboat market;
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•
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failure to maintain a premium brand image;
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•
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disruption in the operation of our manufacturing facilities;
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•
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variations in the timing and volume of our sales;
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•
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the timing of our expenditures in anticipation of future sales;
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•
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sales promotions by us and our competitors;
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•
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changes in competitive and economic conditions generally;
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•
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consumer preferences and competition for consumers’ leisure time; and
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•
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changes in the cost or availability of our labor.
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•
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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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•
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the performance of their overall credit portfolios;
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•
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their willingness to accept the risks associated with lending to dealers; and
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•
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the overall creditworthiness of those dealers.
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•
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increased costs of customizing products for foreign countries;
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•
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unfamiliarity with local demographics, consumer preferences and discretionary spending patterns;
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•
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difficulties in attracting customers due to a reduced level of customer familiarity with our brand;
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•
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competition with new, unfamiliar competitors;
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•
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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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•
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new or enhanced trade restrictions and restrictions on the activities of foreign agents, representatives and distributors, including the imposition of additional or new tariffs;
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•
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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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•
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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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•
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difficulties in enforcing or defending intellectual property rights.
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•
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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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•
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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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•
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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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•
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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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•
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our ability to continue to integrate our acquisitions of Cobalt and Pursuit into our business;
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•
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actual or anticipated fluctuations in our financial condition and results of operations;
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•
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addition or loss of consumers or dealers;
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•
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actual or anticipated changes in our rate of growth relative to our competitors;
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•
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additions or departures of key personnel;
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•
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failure to introduce new products, or for those products to achieve market acceptance;
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•
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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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•
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announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
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•
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fluctuations in the valuation of companies perceived by investors to be comparable to us;
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•
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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; and
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•
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share price and volume fluctuations attributable to inconsistent trading volume levels of our shares.
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•
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a classified board structure;
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•
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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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Fiscal Year Ended June 30,
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||||||||||||||||||
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2019
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2018
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2017
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2016
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2015
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(Dollars in thousands)
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||||||||||||||||||
Consolidated statement of operations and comprehensive income data:
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Net sales
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$
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684,016
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$
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497,002
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$
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281,937
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$
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252,965
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$
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228,621
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Cost of sales
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517,746
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376,660
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206,899
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186,145
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168,192
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Gross profit
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166,270
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120,342
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|
|
75,038
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66,820
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60,429
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Operating expenses:
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Selling and marketing
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17,946
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13,718
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8,619
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7,475
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|
|
7,007
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|||||
General and administrative
|
44,256
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31,359
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|
24,783
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|
21,256
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|
|
19,809
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|||||
Amortization
|
5,956
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|
|
5,198
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|
|
2,198
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|
|
2,185
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|
|
2,463
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|
|||||
Operating income
|
98,112
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|
|
70,067
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|
|
39,438
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|
|
35,904
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|
|
31,150
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|
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Other (income) expense, net
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6,315
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|
(19,320
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)
|
|
(9,230
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)
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|
3,808
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|
|
(696
|
)
|
|||||
Net income before income tax expense
|
91,797
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|
|
89,387
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|
|
48,668
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|
|
32,096
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|
|
31,846
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|
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Income tax expense
|
22,096
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|
|
58,418
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|
|
17,593
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|
|
11,801
|
|
|
8,663
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|
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Net income
|
69,701
|
|
|
30,969
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|
|
31,075
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|
|
20,295
|
|
|
23,183
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Net income attributable to non-controlling interest 1
|
3,635
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|
|
3,356
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|
|
2,717
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|
|
2,253
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|
|
8,522
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Net income attributable to Malibu Boats, Inc.
|
$
|
66,066
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$
|
27,613
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|
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$
|
28,358
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|
|
$
|
18,042
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|
|
$
|
14,661
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Net income available to Class A Common Stock per share:
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||||||||||
Basic
|
$
|
3.17
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|
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$
|
1.37
|
|
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$
|
1.59
|
|
|
$
|
1.01
|
|
|
$
|
0.93
|
|
Diluted
|
$
|
3.15
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|
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$
|
1.36
|
|
|
$
|
1.58
|
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$
|
1.00
|
|
|
$
|
0.93
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|
||||||||||
Weighted average shares outstanding used in computing net income per share:
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|
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|
|
|
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|
||||||||||
Basic
|
20,832,445
|
|
|
20,179,381
|
|
|
17,846,894
|
|
|
17,934,580
|
|
|
15,732,531
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|||||
Diluted
|
20,966,539
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|
|
20,281,210
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|
|
17,951,332
|
|
|
17,985,427
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|
|
15,741,018
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|
|||||
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|
||||||||||
Consolidated balance sheet data:
|
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|
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|
|||||||
Total assets
|
$
|
451,314
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|
|
$
|
365,768
|
|
|
$
|
223,663
|
|
|
$
|
222,326
|
|
|
$
|
200,314
|
|
Total current liabilities
|
75,332
|
|
|
65,386
|
|
|
39,185
|
|
|
47,829
|
|
|
33,539
|
|
|||||
Total long-term liabilities
|
165,629
|
|
|
160,511
|
|
|
132,242
|
|
|
154,468
|
|
|
165,490
|
|
|||||
Total stockholders’/members' equity
|
210,353
|
|
|
139,871
|
|
|
52,236
|
|
|
20,029
|
|
|
1,285
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Additional financial and other data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unit volume
|
7,362
|
|
|
6,292
|
|
|
3,815
|
|
|
3,569
|
|
|
3,404
|
|
|||||
Gross margin
|
24.3
|
%
|
|
24.2
|
%
|
|
26.6
|
%
|
|
26.4
|
%
|
|
26.4
|
%
|
|||||
Adjusted EBITDA 2
|
$
|
125,895
|
|
|
$
|
92,718
|
|
|
$
|
55,721
|
|
|
$
|
48,231
|
|
|
$
|
43,648
|
|
Adjusted EBITDA margin 2
|
18.4
|
%
|
|
18.7
|
%
|
|
19.8
|
%
|
|
19.1
|
%
|
|
19.1
|
%
|
|||||
Adjusted fully distributed net income per share 2
|
$
|
3.76
|
|
|
$
|
2.60
|
|
|
$
|
1.56
|
|
|
$
|
1.32
|
|
|
$
|
1.11
|
|
(1)
|
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 4.1%, 5.3%, 7.0%, 11.1% and 36.8% for the fiscal years ended June 30, 2019, 2018, 2017, 2016 and 2015, respectively. The non-controlling interest was 3.8% as of June 30, 2019, 4.8% as of June 30, 2018, 6.6% as of June 30, 2017 and 7.4% as of June 30, 2016 and 2015, respectively.
|
(2)
|
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.”
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|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
•
|
Gross sales from:
|
•
|
Boat and trailer sales—consists of sales of boats and trailers to our dealer network. Nearly all of our boat sales include optional feature upgrades purchased by the consumer, which increase the average selling price of our boats; and
|
•
|
Parts and other sales—consists of sales of replacement and aftermarket boat parts and accessories to our dealer network; and consists of royalty income earned from 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, rebates and free flooring, we provide to our dealers based on sales of eligible products. For our Malibu and Axis models, if a domestic dealer meets its monthly or quarterly commitment volume, as well as other terms of the dealer performance program, the dealer is entitled to a specified rebate. Cobalt dealers are entitled to volume-based discounts taken at the time of invoice. For our Pursuit models, if a dealer meets its quarterly or annual retail volume goals, the dealer is entitled to a specific rebate applied to their wholesale volume purchased from Pursuit. For Malibu and Cobalt models and select Pursuit models, our dealers that take delivery of current model year boats in the offseason, typically July through April in the U.S., are also 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,
|
|||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
|
$
|
|
% Revenue
|
|
$
|
|
% Revenue
|
|
$
|
|
% Revenue
|
|||||||||
Net sales
|
|
684,016
|
|
|
100.0
|
%
|
|
497,002
|
|
|
100.0
|
%
|
|
281,937
|
|
|
100.0
|
%
|
|||
Cost of sales
|
|
517,746
|
|
|
75.7
|
%
|
|
376,660
|
|
|
75.8
|
%
|
|
206,899
|
|
|
73.4
|
%
|
|||
Gross profit
|
|
166,270
|
|
|
24.3
|
%
|
|
120,342
|
|
|
24.2
|
%
|
|
75,038
|
|
|
26.6
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Selling and marketing
|
|
17,946
|
|
|
2.6
|
%
|
|
13,718
|
|
|
2.8
|
%
|
|
8,619
|
|
|
3.1
|
%
|
|||
General and administrative
|
|
44,256
|
|
|
6.5
|
%
|
|
31,359
|
|
|
6.3
|
%
|
|
24,783
|
|
|
8.8
|
%
|
|||
Amortization
|
|
5,956
|
|
|
0.9
|
%
|
|
5,198
|
|
|
1.0
|
%
|
|
2,198
|
|
|
0.8
|
%
|
|||
Operating income
|
|
98,112
|
|
|
14.3
|
%
|
|
70,067
|
|
|
14.1
|
%
|
|
39,438
|
|
|
14.0
|
%
|
|||
Other (income) expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Other
|
|
(149
|
)
|
|
—
|
%
|
|
(24,705
|
)
|
|
(5.0
|
)%
|
|
(10,789
|
)
|
|
(3.8
|
)%
|
|||
Interest expense
|
|
6,464
|
|
|
0.9
|
%
|
|
5,385
|
|
|
1.1
|
%
|
|
1,559
|
|
|
0.6
|
%
|
|||
Other (income) expense, net
|
|
6,315
|
|
|
0.9
|
%
|
|
(19,320
|
)
|
|
(3.9
|
)%
|
|
(9,230
|
)
|
|
(3.3
|
)%
|
|||
Net income before provision for income taxes
|
|
91,797
|
|
|
13.4
|
%
|
|
89,387
|
|
|
18.0
|
%
|
|
48,668
|
|
|
17.3
|
%
|
|||
Income tax provision
|
|
22,096
|
|
|
3.2
|
%
|
|
58,418
|
|
|
11.8
|
%
|
|
17,593
|
|
|
6.2
|
%
|
|||
Net income
|
|
69,701
|
|
|
10.2
|
%
|
|
30,969
|
|
|
6.2
|
%
|
|
31,075
|
|
|
11.0
|
%
|
|||
Net income attributable to non-controlling interest
|
|
3,635
|
|
|
0.5
|
%
|
|
3,356
|
|
|
0.7
|
%
|
|
2,717
|
|
|
1.0
|
%
|
|||
Net income attributable to Malibu Boats, Inc.
|
|
66,066
|
|
|
9.7
|
%
|
|
27,613
|
|
|
5.6
|
%
|
|
28,358
|
|
|
10.1
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
Fiscal Year Ended June 30,
|
|||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
|
Unit Volumes
|
|
% Total
|
|
Unit Volumes
|
|
% Total
|
|
Unit Volumes
|
|
% Total
|
|||||||||
Volume by Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
US
|
|
4,213
|
|
|
57.2
|
%
|
|
3,757
|
|
|
59.7
|
%
|
|
3,505
|
|
|
91.9
|
%
|
|||
Cobalt
|
|
2,409
|
|
|
32.8
|
%
|
|
2,232
|
|
|
35.5
|
%
|
|
—
|
|
|
—
|
%
|
|||
Pursuit
|
|
406
|
|
|
5.5
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Australia
|
|
334
|
|
|
4.5
|
%
|
|
303
|
|
|
4.8
|
%
|
|
310
|
|
|
8.1
|
%
|
|||
Total Units
|
|
7,362
|
|
|
|
|
6,292
|
|
|
|
|
3,815
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Volume by Brand
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Malibu
|
|
3,059
|
|
|
41.5
|
%
|
|
2,835
|
|
|
45.0
|
%
|
|
2,698
|
|
|
70.7
|
%
|
|||
Axis
|
|
1,488
|
|
|
20.2
|
%
|
|
1.225
|
|
|
19.5
|
%
|
|
1,117
|
|
|
29.3
|
%
|
|||
Cobalt
|
|
2,409
|
|
|
32.8
|
%
|
|
2,232
|
|
|
35.5
|
%
|
|
—
|
|
|
—
|
%
|
|||
Pursuit
|
|
406
|
|
|
5.5
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Total Units
|
|
7,362
|
|
|
|
|
6,292
|
|
|
|
|
3,815
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net sales per unit
|
|
$
|
92,912
|
|
|
|
|
$
|
78,990
|
|
|
|
|
$
|
73,902
|
|
|
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
|
$
|
69,701
|
|
|
$
|
30,969
|
|
|
$
|
31,075
|
|
Income tax provision 1
|
|
22,096
|
|
|
58,418
|
|
|
17,593
|
|
|||
Interest expense
|
|
6,464
|
|
|
5,385
|
|
|
1,559
|
|
|||
Depreciation
|
|
10,004
|
|
|
7,656
|
|
|
4,550
|
|
|||
Amortization
|
|
5,956
|
|
|
5,198
|
|
|
2,198
|
|
|||
Professional fees and litigation settlements 2
|
|
739
|
|
|
26
|
|
|
1,038
|
|
|||
Marine Power litigation judgment 3
|
|
—
|
|
|
—
|
|
|
(1,093
|
)
|
|||
Acquisition and integration related expenses 4
|
|
5,245
|
|
|
2,859
|
|
|
3,056
|
|
|||
Stock-based compensation expense 5
|
|
2,607
|
|
|
1,973
|
|
|
1,396
|
|
|||
Engine development 6
|
|
3,186
|
|
|
4,871
|
|
|
2,489
|
|
|||
Adjustment to tax receivable agreement liability 7
|
|
(103
|
)
|
|
(24,637
|
)
|
|
(8,140
|
)
|
|||
Adjusted EBITDA
|
|
$
|
125,895
|
|
|
$
|
92,718
|
|
|
$
|
55,721
|
|
Adjusted EBITDA margin
|
|
18.4
|
%
|
|
18.7
|
%
|
|
19.8
|
%
|
(1)
|
Provision for income taxes for fiscal year 2019 and 2018 reflects the impact of the Tax Act adopted in December 2017, which among other items, lowered the U.S. corporate income tax rate from 35% to 21%, effective January 1, 2018. For fiscal year 2018, we recorded an increase to income tax expense of $44.5 million for the remeasurement of deferred taxes on the enactment date of the Tax Act and the deferred tax impact related to the reduction in the tax receivable agreement liability. Refer to Note 12 of our consolidated financial statements included elsewhere in this Annual Report.
|
(2)
|
For fiscal year 2019, represents legal and advisory fees related to our litigation with Skier's Choice, Inc. For fiscal year 2018 and 2017, represents legal and advisory fees related to our litigation with MasterCraft offset by the settlement received from them in connection with the Mastercraft Settlement and License Agreement entered into on May 2, 2017. For more information, refer to Note 17 of our consolidated financial statements included elsewhere in this Annual Report.
|
(3)
|
Represents a reduction of a charge initially recorded in fiscal year 2016 related to a judgment rendered against us in connection with a lawsuit by Marine Power, a former engine supplier, on August 18, 2016 to $2.2 million, the amount ultimately settled and paid in the fourth quarter of fiscal year 2017. For more information, refer to Note 17 of our consolidated financial statements included elsewhere in this Annual Report.
|
(4)
|
For fiscal year 2019, represents integration costs and legal, professional and advisory fees incurred in connection with our acquisition of Pursuit on October 15, 2018. For fiscal year 2018, represents integration costs and legal, professional and advisory fees incurred in connection with our acquisition of Pursuit and our acquisition of Cobalt on July 6, 2017. For fiscal year 2017, represents legal and advisory fees incurred in connection with our acquisition of Cobalt. Integration related expenses for fiscal year 2019 include post-acquisition adjustments to cost of goods sold of $0.9 million for the fair value step up of Pursuit inventory acquired, most of which was sold during the second quarter of fiscal year 2019. Integration related expenses for fiscal year 2018 include post-acquisition adjustments to cost of goods sold of $1.5 million for the fair value step up of Cobalt inventory acquired, most of which was sold during the first quarter of fiscal year 2018.
|
(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. For more information, refer to Note 15 of our consolidated financial statements included elsewhere in this Annual Report.
|
(6)
|
Represents costs incurred in connection with our vertical integration of engines including product development costs and supplier transition performance incentives.
|
(7)
|
For fiscal year 2019, we recognized other income from an adjustment in our tax receivable agreement liability as a result of a decrease in the estimated tax rate used in computing our future tax obligations and in turn, a decrease in the future tax benefit we expect to pay under our tax receivable agreement with pre-IPO owners. The rate decrease was mainly offset by an increase to other expense for tax receivable agreement liability derived by future tax benefits from Tennessee net operating losses at Malibu Boats, Inc. For fiscal year 2018 and 2017, we recognized other income as a result of a decrease in our estimated tax receivable agreement liability. The reduction in our tax receivable agreement liability resulted primarily from the adoption of the Tax Act during the second quarter of fiscal year 2018, which decreased the estimated tax rate used in computing our future tax obligations and, in turn, decreased the future tax benefit we expect to realize related to increased tax basis from previous sales and exchanges of LLC Units by our pre-IPO owners. For fiscal year 2017, represents a decrease in the estimated tax receivable agreement liability stemming from the tax legislation in Tennessee enacted during the fourth quarter of fiscal year 2017 that 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 11 of our consolidated financial statements included elsewhere in this Annual Report.
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
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.
|
|
$
|
66,066
|
|
|
$
|
27,613
|
|
|
$
|
28,358
|
|
Income tax provision 1
|
|
22,096
|
|
|
58,418
|
|
|
17,593
|
|
|||
Professional fees and litigation settlements 2
|
|
739
|
|
|
26
|
|
|
1,038
|
|
|||
Marine Power litigation judgment 3
|
|
—
|
|
|
—
|
|
|
(1,093
|
)
|
|||
Acquisition and integration related expenses 4
|
|
9,506
|
|
|
5,719
|
|
|
3,056
|
|
|||
Fair value adjustment for interest rate swap 5
|
|
350
|
|
|
(369
|
)
|
|
(912
|
)
|
|||
Stock-based compensation expense 6
|
|
2,607
|
|
|
1,973
|
|
|
1,396
|
|
|||
Engine development 7
|
|
3,186
|
|
|
4,871
|
|
|
2,489
|
|
|||
Adjustment to tax receivable agreement liability 8
|
|
(103
|
)
|
|
(24,637
|
)
|
|
(8,140
|
)
|
|||
Net income attributable to non-controlling interest 9
|
|
3,635
|
|
|
3,356
|
|
|
2,717
|
|
|||
Fully distributed net income before income taxes
|
|
108,082
|
|
|
76,970
|
|
|
46,502
|
|
|||
Income tax expense on fully distributed income before income taxes 10
|
|
26,048
|
|
|
20,908
|
|
|
16,508
|
|
|||
Adjusted Fully Distributed Net Income
|
|
$
|
82,034
|
|
|
$
|
56,062
|
|
|
$
|
29,994
|
|
|
|
Fiscal Year Ended June 30,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
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: 11
|
|
20,832,445
|
|
|
20,189,879
|
|
|
17,844,774
|
|
Adjustments to weighted average shares of Class A Common Stock:
|
|
|
|
|
|
|
|||
Weighted-average LLC units held by non-controlling unit holders 12
|
|
880,144
|
|
|
1,138,917
|
|
|
1,338,907
|
|
Weighted-average unvested restricted stock awards issued to management 13
|
|
130,520
|
|
|
132,673
|
|
|
112,859
|
|
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:
|
|
21,843,109
|
|
|
21,461,469
|
|
|
19,296,540
|
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income available to Class A Common Stock per share
|
|
$
|
3.17
|
|
|
$
|
1.37
|
|
|
$
|
1.59
|
|
Impact of adjustments:
|
|
|
|
|
|
|
||||||
Income tax provision 1
|
|
1.06
|
|
|
2.89
|
|
|
0.99
|
|
|||
Professional fees and litigation settlements 2
|
|
0.04
|
|
|
—
|
|
|
0.06
|
|
|||
Marine Power litigation judgment 3
|
|
—
|
|
|
—
|
|
|
(0.06
|
)
|
|||
Acquisition and integration related expenses 4
|
|
0.46
|
|
|
0.28
|
|
|
0.17
|
|
|||
Fair value adjustment for interest rate swap 5
|
|
0.02
|
|
|
(0.02
|
)
|
|
(0.05
|
)
|
|||
Stock-based compensation expense 6
|
|
0.13
|
|
|
0.10
|
|
|
0.08
|
|
|||
Engine development 7
|
|
0.15
|
|
|
0.24
|
|
|
0.14
|
|
|||
Adjustment to tax receivable agreement liability 8
|
|
—
|
|
|
(1.22
|
)
|
|
(0.46
|
)
|
|||
Net income attributable to non-controlling interest 9
|
|
0.17
|
|
|
0.17
|
|
|
0.15
|
|
|||
Fully distributed net income per share before income taxes
|
|
5.20
|
|
|
3.81
|
|
|
2.61
|
|
|||
Impact of income tax expense on fully distributed income before income taxes 10
|
|
(1.25
|
)
|
|
(1.04
|
)
|
|
(0.92
|
)
|
|||
Impact of increased share count 14
|
|
(0.19
|
)
|
|
(0.17
|
)
|
|
(0.13
|
)
|
|||
Adjusted Fully Distributed Net Income per Share of Class A Common Stock
|
|
$
|
3.76
|
|
|
$
|
2.60
|
|
|
$
|
1.56
|
|
(1)
|
Provision for income taxes for fiscal year 2019 and 2018 reflects the impact of the Tax Act adopted in December 2017, which among other items, lowered the U.S. corporate income tax rate from 35% to 21%, effective January 1, 2018. For fiscal year 2018, we recorded an increase to income tax expense of $44.5 million for the remeasurement of deferred taxes on the enactment date of the Tax Act and the deferred tax impact related to the reduction in the tax receivable agreement liability. Refer to Note 12 of our consolidated financial statements included elsewhere in this Annual Report.
|
(2)
|
For fiscal year 2019, represents legal and advisory fees related to our litigation with Skier's Choice, Inc. For fiscal year 2018 and 2017, represents legal and advisory fees related to our litigation with MasterCraft offset by the settlement received from them in connection with the Mastercraft Settlement and License Agreement entered into on May 2, 2017. For more information, refer to Note 17 of our consolidated financial statements included elsewhere in this Annual Report.
|
(3)
|
Represents a reduction of a charge initially recorded in fiscal year 2016 related to a judgment rendered against us in connection with a lawsuit by Marine Power, a former engine supplier, on August 18, 2016 to $2.2 million, the amount ultimately settled and paid in the fourth quarter of fiscal year 2017. For more information, refer to Note 17 of our consolidated financial statements included elsewhere in this Annual Report.
|
(4)
|
For fiscal year 2019, represents integration costs and legal, professional and advisory fees incurred in connection with our acquisition of Pursuit on October 15, 2018. For fiscal year 2018, represents integration costs and legal, professional and advisory fees incurred in connection with our acquisition of Pursuit and our acquisition of Cobalt on July 6, 2017. For fiscal year 2017, represents legal and advisory fees incurred in connection with our acquisition of Cobalt. Integration related expenses for fiscal year 2019 include post-acquisition adjustments to cost of goods sold of $0.9 million for the fair value step up of inventory acquired, most of which was sold during the second quarter of fiscal year 2019 and $1.3 million in depreciation and amortization associated with our fair value step up of property, plant and equipment and intangibles acquired in connection with the acquisition of Pursuit. In addition, for fiscal year 2019 integration related expenses includes $3.0 million in amortization associated with intangibles acquired in connection with the acquisition of Cobalt. Integration related expenses for fiscal year 2018 include post-acquisition adjustments to cost of goods sold of $1.5 million for the fair value step up of inventory acquired, most of which was sold during the first quarter of fiscal year 2018. In addition, for fiscal year 2018 integration related expenses includes $2.9 million in depreciation and amortization associated with our fair value step up of property, plant and equipment and intangibles acquired in connection with the acquisition of Cobalt.
|
(5)
|
Represents the change in the fair value of our interest rate swap entered into on July 1, 2015.
|
(6)
|
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. For more information, refer to Note 15 of our consolidated financial statements included elsewhere in this Annual Report.
|
(7)
|
Represents costs incurred in connection with our vertical integration of engines including product development costs and supplier transition performance incentives.
|
(8)
|
For fiscal year 2019, we recognized other income from an adjustment in our tax receivable agreement liability as a result of a decrease in the estimated tax rate used in computing our future tax obligations and in turn, a decrease in the future tax benefit we expect to pay under our tax receivable agreement with pre-IPO owners. The rate decrease was mainly offset by an increase to other expense for tax receivable agreement liability derived by future tax benefits from Tennessee net operating losses at Malibu Boats, Inc. For fiscal year 2018 and 2017, we recognized other income as a result of a decrease in our estimated tax receivable agreement liability. The reduction in our tax receivable agreement liability resulted primarily from the adoption of the Tax Act during the second quarter of fiscal year 2018, which decreased the estimated tax rate used in computing our future tax obligations and, in turn, decreased the future tax benefit we expect to realize related to increased tax basis from previous sales and exchanges of LLC Units by our pre-IPO owners. For fiscal year 2017, represents a decrease in the estimated tax receivable agreement liability stemming from tax legislation in Tennessee enacted during the fourth quarter of fiscal 2017 that 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 11 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 24.1% of income before taxes for fiscal year 2019, 27.2% of income before taxes for fiscal year 2018 and 35.5% of income before income taxes for fiscal year 2017, in each case assuming the conversion of all LLC Units into shares of Class A Common Stock. The estimated normalized annual effective income tax rate for fiscal year 2019 is based on the federal statutory rate plus a blended state rate adjusted for the research and development tax credit and foreign income taxes attributable to our Australian subsidiary. The estimated normalized effective income tax rate for fiscal years 2018 and 2017 is based on the federal statutory rate plus a blended state rate adjusted for deductions under Section 199 of the Internal Revenue Code, state taxes attributable to the LLC, and foreign income taxes attributable to our Australian subsidiary.
|
(11)
|
The difference in weighted average shares outstanding for fiscal years 2018 and 2017, relates to the difference in the weighting of shares outstanding of Class A common stock during this period for the calculation of basic net income per share for our financial statements and basic net income per share for adjusted fully distributed net income.
|
(12)
|
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.
|
(13)
|
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.
|
(14)
|
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.
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Total cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
81,500
|
|
|
$
|
58,455
|
|
|
$
|
35,856
|
|
Investment activities
|
(118,011
|
)
|
|
(135,856
|
)
|
|
(9,246
|
)
|
|||
Financing activities
|
2,375
|
|
|
106,202
|
|
|
(19,719
|
)
|
|||
Impact of currency exchange rates on cash balances
|
(95
|
)
|
|
—
|
|
|
10
|
|
|||
(Decrease) increase in cash
|
$
|
(34,231
|
)
|
|
$
|
28,801
|
|
|
$
|
6,901
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Long-term debt 1
|
$
|
115,000
|
|
|
$
|
—
|
|
|
$
|
3,000
|
|
|
$
|
72,000
|
|
|
$
|
40,000
|
|
Interest expense 2
|
18,033
|
|
|
4,669
|
|
|
9,904
|
|
|
3,460
|
|
|
—
|
|
|||||
Operating leases 3
|
21,240
|
|
|
2,552
|
|
|
4,973
|
|
|
5,138
|
|
|
8,577
|
|
|||||
Purchase obligations 4
|
66,979
|
|
|
66,979
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Payments pursuant to tax receivable agreement 5
|
53,754
|
|
|
3,592
|
|
|
7,508
|
|
|
7,937
|
|
|
34,717
|
|
|||||
Total
|
$
|
275,006
|
|
|
$
|
77,792
|
|
|
$
|
25,385
|
|
|
$
|
88,535
|
|
|
$
|
83,294
|
|
(1)
|
Principal payments on our outstanding bank debt per terms of our Credit Agreement, which is comprised of a $75.0 million term loan and $120.0 million revolving credit facility, of which $40.0 million was outstanding as of June 30, 2019. Assumes no additional borrowings or repayments under our revolving credit facility prior to its maturity. The term loan will mature on July 1, 2022 and the revolving credit facility will mature on July 1, 2024.
|
(2)
|
Interest payments on our outstanding term loan and revolving credit facility under our credit agreement. Our term loan and revolving credit facility bear interest at variable rates. We have calculated future interest obligations based on the interest rate for our term loan and revolving credit facility as of June 30, 2019.
|
(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 2020. We also have agreements with General Motors and Yamaha for the supply of engines and outboard motors, respectively. We are not required to purchase any minimum amount of engines under our agreement with General Motors, which is scheduled to expire on November 14, 2023. We would be required to pay damages to Yamaha if we do not meet pre-approved purchase volume targets for each year of the agreement and for the entire term of the agreement with Yamaha, which is scheduled to expire on June 30, 2023. We have only included in the table above purchases of engines and outboard motors from General Motors and Yamaha, respectively, for which purchase orders have been accepted by General Motors or Yamaha, as applicable.
|
(5)
|
Reflects amounts owed under our tax receivable agreement that we entered into with our pre-IPO owners at the time of our IPO. Under the tax receivable agreement, we pay the pre-IPO owners (or any permitted assignees) 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. The amounts owed reflect adjustments in the tax receivable agreement liability as a result of the passage of the Tax Act in December 2017.
|
|
Page
|
•
|
Projected revenues,
|
•
|
Projected dealer attrition rate, and
|
•
|
Discount rate.
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
$
|
684,016
|
|
|
$
|
497,002
|
|
|
$
|
281,937
|
|
Cost of sales
|
|
517,746
|
|
|
376,660
|
|
|
206,899
|
|
|||
Gross profit
|
|
166,270
|
|
|
120,342
|
|
|
75,038
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||
Selling and marketing
|
|
17,946
|
|
|
13,718
|
|
|
8,619
|
|
|||
General and administrative
|
|
44,256
|
|
|
31,359
|
|
|
24,783
|
|
|||
Amortization
|
|
5,956
|
|
|
5,198
|
|
|
2,198
|
|
|||
Operating income
|
|
98,112
|
|
|
70,067
|
|
|
39,438
|
|
|||
Other (income) expense, net:
|
|
|
|
|
|
|
|
|
||||
Other income, net
|
|
(149
|
)
|
|
(24,705
|
)
|
|
(10,789
|
)
|
|||
Interest expense
|
|
6,464
|
|
|
5,385
|
|
|
1,559
|
|
|||
Other (income) expense, net
|
|
6,315
|
|
|
(19,320
|
)
|
|
(9,230
|
)
|
|||
Net income before provision for income taxes
|
|
91,797
|
|
|
89,387
|
|
|
48,668
|
|
|||
Income tax provision
|
|
22,096
|
|
|
58,418
|
|
|
17,593
|
|
|||
Net income
|
|
69,701
|
|
|
30,969
|
|
|
31,075
|
|
|||
Net income attributable to non-controlling interest
|
|
3,635
|
|
|
3,356
|
|
|
2,717
|
|
|||
Net income attributable to Malibu Boats, Inc.
|
|
$
|
66,066
|
|
|
$
|
27,613
|
|
|
$
|
28,358
|
|
|
|
|
|
|
|
|
||||||
Comprehensive income:
|
||||||||||||
Net income
|
|
$
|
69,701
|
|
|
$
|
30,969
|
|
|
$
|
31,075
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Change in cumulative translation adjustment
|
|
(844
|
)
|
|
(621
|
)
|
|
469
|
|
|||
Other comprehensive income (loss), net of tax
|
|
(844
|
)
|
|
(621
|
)
|
|
469
|
|
|||
Comprehensive income, net of tax
|
|
68,857
|
|
|
30,348
|
|
|
31,544
|
|
|||
Less: comprehensive income attributable to non-controlling interest, net of tax
|
|
3,591
|
|
|
3,328
|
|
|
2,758
|
|
|||
Comprehensive income attributable to Malibu Boats, Inc., net of tax
|
|
$
|
65,266
|
|
|
$
|
27,020
|
|
|
$
|
28,786
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding used in computing net income per share:
|
|
|
||||||||||
Basic
|
|
20,832,445
|
|
|
20,179,381
|
|
|
17,846,894
|
|
|||
Diluted
|
|
20,966,539
|
|
|
20,281,210
|
|
|
17,951,332
|
|
|||
Net income available to Class A Common Stock per share:
|
|
|
||||||||||
Basic
|
|
$
|
3.17
|
|
|
$
|
1.37
|
|
|
$
|
1.59
|
|
Diluted
|
|
$
|
3.15
|
|
|
$
|
1.36
|
|
|
$
|
1.58
|
|
|
June 30, 2019
|
|
June 30, 2018
|
||||
Assets
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
||
Cash
|
$
|
27,392
|
|
|
$
|
61,623
|
|
Trade receivables, net
|
27,961
|
|
|
24,625
|
|
||
Inventories, net
|
67,768
|
|
|
44,268
|
|
||
Prepaid expenses and other current assets
|
4,472
|
|
|
3,298
|
|
||
Income tax receivable
|
58
|
|
|
100
|
|
||
Total current assets
|
127,651
|
|
|
133,914
|
|
||
Property and equipment, net
|
65,756
|
|
|
40,845
|
|
||
Goodwill
|
51,404
|
|
|
32,230
|
|
||
Other intangible assets, net
|
146,061
|
|
|
94,221
|
|
||
Deferred tax assets
|
60,407
|
|
|
64,105
|
|
||
Other assets
|
35
|
|
|
453
|
|
||
Total assets
|
$
|
451,314
|
|
|
$
|
365,768
|
|
Liabilities
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
21,174
|
|
|
$
|
24,349
|
|
Accrued expenses
|
49,097
|
|
|
35,685
|
|
||
Income tax and distribution payable
|
1,469
|
|
|
1,420
|
|
||
Payable pursuant to tax receivable agreement, current portion
|
3,592
|
|
|
3,932
|
|
||
Total current liabilities
|
75,332
|
|
|
65,386
|
|
||
Deferred tax liabilities
|
145
|
|
|
341
|
|
||
Other liabilities
|
1,689
|
|
|
569
|
|
||
Payable pursuant to tax receivable agreement, less current portion
|
50,162
|
|
|
51,114
|
|
||
Long-term debt
|
113,633
|
|
|
108,487
|
|
||
Total liabilities
|
240,961
|
|
|
225,897
|
|
||
Commitments and contingencies (See Note 17)
|
|
|
|
|
|
||
Stockholders' Equity
|
|
|
|
|
|
||
Class A Common Stock, par value $0.01 per share, 100,000,000 shares authorized; 20,852,640 shares issued and outstanding as of June 30, 2019; 20,555,348 shares issued and outstanding as of June 30, 2018
|
207
|
|
|
204
|
|
||
Class B Common Stock, par value $0.01 per share, 25,000,000 shares authorized; 15 shares issued and outstanding as of June 30, 2019; 17 shares issued and outstanding as of June 30, 2018
|
—
|
|
|
—
|
|
||
Preferred Stock, par value $0.01 per share; 25,000,000 shares authorized; no shares issued and outstanding as of June 30, 2019; no shares issued and outstanding as of June 30, 2018
|
—
|
|
|
—
|
|
||
Additional paid in capital
|
113,004
|
|
|
108,360
|
|
||
Accumulated other comprehensive loss
|
(2,828
|
)
|
|
(1,984
|
)
|
||
Accumulated earnings
|
93,852
|
|
|
27,789
|
|
||
Total stockholders' equity attributable to Malibu Boats, Inc.
|
204,235
|
|
|
134,369
|
|
||
Non-controlling interest
|
6,118
|
|
|
5,502
|
|
||
Total stockholders’ equity
|
210,353
|
|
|
139,871
|
|
||
Total liabilities and stockholders' equity
|
$
|
451,314
|
|
|
$
|
365,768
|
|
|
Common Stock
|
|
Additional Paid In Capital
|
|
Non-controlling Interest in LLC
|
|
Accumulated Earnings (Deficit)
|
|
Accumulated Other Comprehensive Loss
|
|
Total Stockholders Equity
|
||||||||||||||||||||
|
Class A
|
|
Class B
|
|
|
|
|
|
|||||||||||||||||||||||
|
Shares
|
Amount
|
|
Shares
|
Amount
|
|
|
|
|
|
|||||||||||||||||||||
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, net of withholding taxes on vested equity awards
|
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 Units for Class A Common Stock
|
145
|
|
2
|
|
|
—
|
|
—
|
|
|
2,789
|
|
|
(2,789
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||||
Cancellation of Class B Common Stock
|
—
|
|
—
|
|
|
(4
|
)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Distributions to LLC Unit holders
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(1,535
|
)
|
|
95
|
|
|
—
|
|
|
(1,440
|
)
|
|||||||
Foreign currency translation adjustment
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
469
|
|
|
469
|
|
|||||||
Reallocation to non-controlling interest from additional paid in capital and accumulated other comprehensive income
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
(2,508
|
)
|
|
1,869
|
|
|
—
|
|
|
639
|
|
|
—
|
|
|||||||
Balance at June 30, 2017
|
17,938
|
|
179
|
|
|
19
|
|
—
|
|
|
48,328
|
|
|
4,941
|
|
|
151
|
|
|
(1,363
|
)
|
|
52,236
|
|
|||||||
Net Income
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
3,356
|
|
|
27,613
|
|
|
—
|
|
|
30,969
|
|
|||||||
Stock based compensation, net of withholding taxes on vested equity awards
|
56
|
|
1
|
|
|
—
|
|
—
|
|
|
1,282
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,283
|
|
|||||||
Issuances of equity for services
|
5
|
|
—
|
|
|
—
|
|
—
|
|
|
867
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
867
|
|
|||||||
Issuance of Class A common stock for acquisition
|
39
|
|
—
|
|
|
—
|
|
—
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|||||||
Issuance of Class A Common Stock for Offerings, net of underwriting discounts
|
2,300
|
|
23
|
|
|
—
|
|
—
|
|
|
55,294
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,317
|
|
Capitalized Offering costs
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
(650
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(650
|
)
|
|||||||
Increase in payable pursuant to the tax receivable agreement
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
(1,685
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,685
|
)
|
|||||||
Increase in deferred tax asset from step-up in tax basis
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
3,004
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,004
|
|
|||||||
Exchange of LLC Units for Class A Common Stock
|
217
|
|
1
|
|
|
—
|
|
—
|
|
|
920
|
|
|
(920
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Cancellation of Class B Common Stock
|
—
|
|
—
|
|
|
(2
|
)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Distributions to LLC Unit holders
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(1,852
|
)
|
|
25
|
|
|
—
|
|
|
(1,827
|
)
|
|||||||
Foreign currency translation adjustment
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(621
|
)
|
|
(644
|
)
|
|||||||
Balance at June 30, 2018
|
20,555
|
|
204
|
|
|
17
|
|
—
|
|
|
108,360
|
|
|
5,502
|
|
|
27,789
|
|
|
(1,984
|
)
|
|
139,871
|
|
|||||||
Net income
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
3,635
|
|
|
66,066
|
|
|
—
|
|
|
69,701
|
|
|||||||
Stock based compensation, net of withholding taxes on vested equity awards
|
55
|
|
1
|
|
|
—
|
|
—
|
|
|
1,376
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,377
|
|
|||||||
Issuances of equity for services
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
784
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
784
|
|
|||||||
Issuance of equity for exercise of options
|
29
|
|
—
|
|
|
—
|
|
—
|
|
|
749
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
749
|
|
|||||||
Increase in payable pursuant to the tax receivable agreement
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
(2,676
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,676
|
)
|
|||||||
Increase in deferred tax asset from step-up in tax basis
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
3,275
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,275
|
|
|||||||
Exchange of LLC Units for Class A Common Stock
|
214
|
|
2
|
|
|
—
|
|
—
|
|
|
1,136
|
|
|
(1,136
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||||
Cancellation of Class B Common Stock
|
—
|
|
—
|
|
|
(2
|
)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Distributions to LLC Unit holders
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(1,845
|
)
|
|
(3
|
)
|
|
—
|
|
|
(1,848
|
)
|
|||||||
Foreign currency translation adjustment
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
(844
|
)
|
|
(882
|
)
|
|||||||
Balance at June 30, 2019
|
20,853
|
|
$
|
207
|
|
|
15
|
|
$
|
—
|
|
|
$
|
113,004
|
|
|
$
|
6,118
|
|
|
$
|
93,852
|
|
|
$
|
(2,828
|
)
|
|
$
|
210,353
|
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
69,701
|
|
|
$
|
30,969
|
|
|
$
|
31,075
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Non-cash compensation expense
|
|
2,607
|
|
|
1,973
|
|
|
1,396
|
|
|||
Non-cash compensation to directors
|
|
791
|
|
|
834
|
|
|
749
|
|
|||
Non-cash litigation payable
|
|
—
|
|
|
—
|
|
|
(1,330
|
)
|
|||
Depreciation and amortization
|
|
15,960
|
|
|
12,854
|
|
|
6,748
|
|
|||
Amortization of deferred financing costs
|
|
516
|
|
|
1,232
|
|
|
243
|
|
|||
Deferred income taxes
|
|
6,794
|
|
|
45,793
|
|
|
9,577
|
|
|||
Adjustment to tax receivable agreement liability
|
|
(103
|
)
|
|
(24,637
|
)
|
|
(8,140
|
)
|
|||
Other items, net
|
|
286
|
|
|
(439
|
)
|
|
(918
|
)
|
|||
Change in operating assets and liabilities (excluding effects of acquisition):
|
|
|
|
|
|
|
||||||
Trade receivables
|
|
(3,041
|
)
|
|
(12,181
|
)
|
|
4,870
|
|
|||
Inventories
|
|
(15,410
|
)
|
|
(6,336
|
)
|
|
(3,300
|
)
|
|||
Prepaid expenses and other assets
|
|
(786
|
)
|
|
(447
|
)
|
|
(26
|
)
|
|||
Accounts payable
|
|
(2,791
|
)
|
|
4,612
|
|
|
(5,018
|
)
|
|||
Accrued expenses
|
|
9,598
|
|
|
6,547
|
|
|
5,829
|
|
|||
Income taxes receivable and payable
|
|
125
|
|
|
1,723
|
|
|
253
|
|
|||
Other liabilities
|
|
1,118
|
|
|
251
|
|
|
65
|
|
|||
Payment pursuant to tax receivable agreement
|
|
(3,865
|
)
|
|
(4,293
|
)
|
|
(4,279
|
)
|
|||
Litigation settlement
|
|
—
|
|
|
—
|
|
|
(1,938
|
)
|
|||
Net cash provided by operating activities
|
|
81,500
|
|
|
58,455
|
|
|
35,856
|
|
|||
Investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
|
(17,938
|
)
|
|
(10,449
|
)
|
|
(9,262
|
)
|
|||
Proceeds from sale of property and equipment
|
|
—
|
|
|
145
|
|
|
16
|
|
|||
Payment for acquisition, net of cash acquired
|
|
(100,073
|
)
|
|
(125,552
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(118,011
|
)
|
|
(135,856
|
)
|
|
(9,246
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Principal payments on long-term borrowings
|
|
(35,000
|
)
|
|
(50,000
|
)
|
|
(72,000
|
)
|
|||
Proceeds from long-term borrowings
|
|
—
|
|
|
105,000
|
|
|
55,000
|
|
|||
Payment of deferred financing costs
|
|
(370
|
)
|
|
(1,148
|
)
|
|
(926
|
)
|
|||
Proceeds from revolving credit facility
|
|
90,000
|
|
|
—
|
|
|
—
|
|
|||
Payments on revolving credit facility
|
|
(50,000
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of Class A Common Stock in offerings, net of underwriting discounts
|
|
—
|
|
|
55,317
|
|
|
—
|
|
|||
Payment of costs directly associated with offerings
|
|
—
|
|
|
(650
|
)
|
|
—
|
|
|||
Cash paid for tax withholdings
|
|
(1,219
|
)
|
|
(691
|
)
|
|
(258
|
)
|
|||
Distributions to non-controlling LLC Unit holders
|
|
(1,785
|
)
|
|
(1,626
|
)
|
|
(1,535
|
)
|
|||
Proceeds received from exercise of stock options
|
|
749
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) by financing activities
|
|
2,375
|
|
|
106,202
|
|
|
(19,719
|
)
|
|||
Effect of exchange rate changes on cash
|
|
(95
|
)
|
|
—
|
|
|
10
|
|
|||
Changes in cash
|
|
(34,231
|
)
|
|
28,801
|
|
|
6,901
|
|
|||
Cash—Beginning of period
|
|
61,623
|
|
|
32,822
|
|
|
25,921
|
|
|||
Cash—End of period
|
|
$
|
27,392
|
|
|
$
|
61,623
|
|
|
$
|
32,822
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
6,011
|
|
|
$
|
4,352
|
|
|
$
|
2,296
|
|
Cash paid for income taxes
|
|
14,173
|
|
|
9,887
|
|
|
7,175
|
|
|||
Non-cash investing and financing activities:
|
|
|
|
|
|
|
||||||
Establishment of deferred tax assets from step-up in tax basis
|
|
3,275
|
|
|
3,004
|
|
|
1,238
|
|
|||
Establishment of amounts payable under tax receivable agreements
|
|
2,676
|
|
|
1,685
|
|
|
960
|
|
Equity issued as consideration for acquisition
|
|
—
|
|
|
1,000
|
|
|
—
|
|
|||
Exchange of LLC Units for Class A Common Stock
|
1,136
|
|
|
920
|
|
|
2,789
|
|
||||
Tax distributions payable to non-controlling LLC Unit holders
|
|
568
|
|
|
511
|
|
|
309
|
|
|||
Capital expenditures in accounts payable
|
|
647
|
|
|
1,053
|
|
|
1,598
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of year
|
$
|
5,559
|
|
|
$
|
3,178
|
|
|
$
|
3,912
|
|
Add: Dealer rebate expense
|
20,712
|
|
|
15,713
|
|
|
12,960
|
|
|||
Additions for Pursuit acquisition
|
205
|
|
|
—
|
|
|
—
|
|
|||
Less: Dealer rebates paid
|
(20,100
|
)
|
|
(13,332
|
)
|
|
(13,694
|
)
|
|||
Balance at end of year
|
$
|
6,376
|
|
|
$
|
5,559
|
|
|
$
|
3,178
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of year
|
$
|
211
|
|
|
$
|
117
|
|
|
$
|
104
|
|
Add: Flooring expense
|
8,526
|
|
|
5,813
|
|
|
4,288
|
|
|||
Additions for Cobalt acquisition
|
—
|
|
|
132
|
|
|
—
|
|
|||
Less: Flooring paid
|
(8,056
|
)
|
|
(5,851
|
)
|
|
(4,275
|
)
|
|||
Balance at end of year
|
$
|
681
|
|
|
$
|
211
|
|
|
$
|
117
|
|
|
Fiscal Year Ended June 30, 2019
|
||||||||||||||||||
|
Malibu US
|
|
Cobalt
|
|
Pursuit
|
|
Malibu Australia
|
|
Consolidated
|
||||||||||
Revenue by product:
|
|
|
|
|
|
|
|
|
|
||||||||||
Boat and trailer sales
|
$
|
337,552
|
|
|
$
|
203,825
|
|
|
$
|
102,070
|
|
|
$
|
24,648
|
|
|
$
|
668,095
|
|
Part and other sales
|
11,442
|
|
|
2,773
|
|
|
737
|
|
|
969
|
|
|
15,921
|
|
|||||
Total revenue
|
$
|
348,994
|
|
|
$
|
206,598
|
|
|
$
|
102,807
|
|
|
$
|
25,617
|
|
|
$
|
684,016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue by geography:
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
341,190
|
|
|
$
|
196,734
|
|
|
$
|
93,003
|
|
|
$
|
—
|
|
|
$
|
630,927
|
|
International
|
7,804
|
|
|
9,864
|
|
|
9,804
|
|
|
25,617
|
|
|
53,089
|
|
|||||
Total revenue
|
$
|
348,994
|
|
|
$
|
206,598
|
|
|
$
|
102,807
|
|
|
$
|
25,617
|
|
|
$
|
684,016
|
|
|
As of June 30, 2019
|
|
As of June 30, 2018
|
||||||
|
Units
|
|
Ownership %
|
|
Units
|
|
Ownership %
|
||
Non-controlling LLC unit holders ownership in Malibu Boats Holdings, LLC
|
830,152
|
|
3.8
|
%
|
|
1,043,186
|
|
4.8
|
%
|
Malibu Boats, Inc. ownership in Malibu Boats Holdings, LLC
|
20,852,640
|
|
96.2
|
%
|
|
20,555,348
|
|
95.2
|
%
|
|
21,682,792
|
|
100.0
|
%
|
|
21,598,534
|
|
100.0
|
%
|
Balance of non-controlling interest as of June 30, 2017
|
|
$
|
4,941
|
|
Allocation of income to non-controlling LLC Unit holders for period
|
|
3,356
|
|
|
Distributions paid and payable to non-controlling LLC Unit holders for period
|
|
(1,852
|
)
|
|
Reallocation of non-controlling interest
|
|
(943
|
)
|
|
Balance of non-controlling interest as of June 30, 2018
|
|
5,502
|
|
|
Allocation of income to non-controlling LLC Unit holders for period
|
|
3,635
|
|
|
Distributions paid and payable to non-controlling LLC Unit holders for period
|
|
(1,845
|
)
|
|
Reallocation of non-controlling interest
|
|
(1,174
|
)
|
|
Balance of non-controlling interest as of June 30, 2019
|
|
$
|
6,118
|
|
Consideration:
|
|
||
Cash consideration paid
|
$
|
100,073
|
|
|
|
||
Recognized amounts of identifiable assets acquired and liabilities assumed, at fair value:
|
|
||
Inventories
|
$
|
8,332
|
|
Other current assets
|
350
|
|
|
Property, plant and equipment
|
17,454
|
|
|
Identifiable intangible assets
|
57,900
|
|
|
Current liabilities
|
(3,488
|
)
|
|
Fair value of assets acquired and liabilities assumed
|
80,548
|
|
|
Goodwill
|
19,525
|
|
|
Total purchase price
|
$
|
100,073
|
|
|
Estimates of Fair Value
|
|
Estimated Useful Life (in years)
|
||
Definite-lived intangibles:
|
|
|
|
||
Dealer relationships
|
$
|
25,400
|
|
|
20
|
Total definite-lived intangibles
|
25,400
|
|
|
|
|
Indefinite-lived intangible:
|
|
|
|
||
Trade name
|
32,500
|
|
|
|
|
Total other intangible assets
|
$
|
57,900
|
|
|
|
|
Fiscal Year Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Net sales
|
$
|
725,658
|
|
|
$
|
620,908
|
|
Net income
|
73,672
|
|
|
33,618
|
|
||
Net income attributable to Malibu Boats, Inc.
|
69,830
|
|
|
29,871
|
|
||
Basic earnings per share
|
$
|
3.35
|
|
|
$
|
1.48
|
|
Diluted earnings per share
|
$
|
3.33
|
|
|
$
|
1.47
|
|
Consideration:
|
|
||
Cash consideration paid
|
$
|
129,525
|
|
Equity consideration paid
|
1,000
|
|
|
Fair value of total consideration transferred
|
$
|
130,525
|
|
|
|
||
Recognized amounts of identifiable assets acquired and liabilities assumed, at fair value:
|
|
||
Cash
|
$
|
3,973
|
|
Trade receivables
|
2,329
|
|
|
Inventories
|
14,343
|
|
|
Other current assets
|
363
|
|
|
Property, plant, and equipment
|
12,934
|
|
|
Identifiable intangible assets
|
89,900
|
|
|
Current liabilities
|
(13,108
|
)
|
|
Fair value of assets acquired and liabilities assumed
|
110,734
|
|
|
Goodwill
|
19,791
|
|
|
Total purchase price
|
$
|
130,525
|
|
|
Estimates of Fair Value
|
|
Estimated Useful Life (in years)
|
||
Definite-lived intangibles
|
|
|
|
||
Dealer relationships
|
$
|
56,300
|
|
|
20
|
Patent
|
2,600
|
|
|
15
|
|
Total definite-lived intangibles
|
58,900
|
|
|
|
|
Indefinite-lived intangible:
|
|
|
|
||
Trade name
|
31,000
|
|
|
|
|
Total other intangible assets
|
$
|
89,900
|
|
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
$
|
684,016
|
|
|
$
|
497,002
|
|
|
$
|
423,830
|
|
Net income
|
69,701
|
|
|
30,696
|
|
|
33,655
|
|
|||
Net income attributable to Malibu Boats, Inc.
|
66,066
|
|
|
27,361
|
|
|
30,439
|
|
|||
Basic earnings per share
|
$
|
3.17
|
|
|
$
|
1.36
|
|
|
$
|
1.53
|
|
Diluted earnings per share
|
$
|
3.15
|
|
|
$
|
1.35
|
|
|
$
|
1.52
|
|
|
|
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,
|
||||||
|
|
2019
|
|
2018
|
||||
Land
|
|
$
|
2,194
|
|
|
$
|
634
|
|
Building and leasehold improvements
|
|
28,957
|
|
|
20,110
|
|
||
Machinery and equipment
|
|
46,618
|
|
|
32,471
|
|
||
Furniture and fixtures
|
|
6,734
|
|
|
4,667
|
|
||
Construction in process
|
|
9,764
|
|
|
5,636
|
|
||
|
|
94,267
|
|
|
63,518
|
|
||
Less accumulated depreciation
|
|
(28,511
|
)
|
|
(22,673
|
)
|
||
|
|
$
|
65,756
|
|
|
$
|
40,845
|
|
Goodwill as of June 30, 2017
|
$
|
12,692
|
|
Addition related to the acquisition of Cobalt
|
19,791
|
|
|
Effect of foreign currency changes on goodwill
|
(253
|
)
|
|
Goodwill as of June 30, 2018
|
32,230
|
|
|
Addition related to the acquisition of Pursuit
|
19,525
|
|
|
Effect of foreign currency changes on goodwill
|
(351
|
)
|
|
Goodwill as of June 30, 2019
|
$
|
51,404
|
|
|
As of June 30,
|
|
Estimated Useful Life (in years)
|
|
Weighted Average Remaining Useful Life (in years)
|
||||||
|
2019
|
|
2018
|
|
|
||||||
Reacquired franchise rights
|
$
|
1,264
|
|
|
$
|
1,333
|
|
|
5
|
|
0.3
|
Dealer relationships
|
111,339
|
|
|
86,062
|
|
|
8-20
|
|
18.3
|
||
Patent
|
3,986
|
|
|
3,986
|
|
|
12-15
|
|
13.0
|
||
Trade name
|
24,667
|
|
|
24,667
|
|
|
15
|
|
2.3
|
||
Non-compete agreement
|
49
|
|
|
52
|
|
|
10
|
|
5.3
|
||
Backlog
|
88
|
|
|
93
|
|
|
0.3
|
|
0.0
|
||
Total
|
141,393
|
|
|
116,193
|
|
|
|
|
|
||
Less: Accumulated amortization
|
(58,832
|
)
|
|
(52,972
|
)
|
|
|
|
|
||
Total definite-lived intangible assets, net
|
82,561
|
|
|
63,221
|
|
|
|
|
|
||
Indefinite-lived intangible:
|
|
|
|
|
|
|
|
||||
Trade names
|
63,500
|
|
|
31,000
|
|
|
|
|
|
||
Total other intangible assets
|
$
|
146,061
|
|
|
$
|
94,221
|
|
|
|
|
|
Fiscal Year
|
|
As of June 30, 2019
|
||
2020
|
|
$
|
6,136
|
|
2021
|
|
6,057
|
|
|
2022
|
|
4,556
|
|
|
2023
|
|
4,420
|
|
|
2024
|
|
4,420
|
|
|
Thereafter
|
|
56,972
|
|
|
|
|
$
|
82,561
|
|
|
As of June 30,
|
||||||
|
2019
|
|
2018
|
||||
Warranties
|
$
|
23,820
|
|
|
$
|
17,217
|
|
Dealer incentives
|
7,394
|
|
|
5,770
|
|
||
Accrued compensation
|
13,122
|
|
|
9,034
|
|
||
Accrued legal and professional fees
|
740
|
|
|
915
|
|
||
Accrued interest
|
161
|
|
|
242
|
|
||
Other accrued expenses
|
3,860
|
|
|
2,507
|
|
||
Total accrued expenses
|
$
|
49,097
|
|
|
$
|
35,685
|
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Beginning balance
|
|
$
|
17,217
|
|
|
$
|
10,050
|
|
|
$
|
8,083
|
|
Add: Warranty Expense
|
|
12,331
|
|
|
9,861
|
|
|
6,472
|
|
|||
Additions for Cobalt acquisition
|
|
—
|
|
|
4,404
|
|
|
—
|
|
|||
Additions for Pursuit acquisition
|
|
1,872
|
|
|
—
|
|
|
—
|
|
|||
Less: Warranty claims paid
|
|
(7,600
|
)
|
|
(7,098
|
)
|
|
(4,505
|
)
|
|||
Ending balance
|
|
$
|
23,820
|
|
|
$
|
17,217
|
|
|
$
|
10,050
|
|
|
|
As of June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Term loan
|
|
$
|
75,000
|
|
|
$
|
110,000
|
|
Revolving credit loan
|
|
40,000
|
|
|
—
|
|
||
Less unamortized debt issuance costs
|
|
(1,367
|
)
|
|
(1,513
|
)
|
||
Total debt
|
|
113,633
|
|
|
108,487
|
|
||
Less current maturities
|
|
—
|
|
|
—
|
|
||
Long term debt less current maturities
|
|
$
|
113,633
|
|
|
$
|
108,487
|
|
|
As of June 30,
|
||||||
|
2019
|
|
2018
|
||||
Beginning balance
|
$
|
55,046
|
|
|
$
|
82,291
|
|
Additions (reductions) to tax receivable agreement:
|
|
|
|
||||
Exchange of LLC Units for Class A Common Stock
|
2,676
|
|
|
1,685
|
|
||
Adjustment for change in estimated tax rate
|
(103
|
)
|
|
(24,637
|
)
|
||
Payment under tax receivable agreement
|
(3,865
|
)
|
|
(4,293
|
)
|
||
|
53,754
|
|
|
55,046
|
|
||
Less current portion under tax receivable agreement
|
(3,592
|
)
|
|
(3,932
|
)
|
||
Ending balance
|
$
|
50,162
|
|
|
$
|
51,114
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Current tax expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
11,240
|
|
|
$
|
10,111
|
|
|
$
|
6,094
|
|
State
|
3,368
|
|
|
1,758
|
|
|
1,134
|
|
|||
Foreign
|
725
|
|
|
756
|
|
|
788
|
|
|||
Total Current
|
15,333
|
|
|
12,625
|
|
|
8,016
|
|
|||
Deferred tax expense:
|
|
|
|
|
|
||||||
Federal
|
5,336
|
|
|
51,358
|
|
|
9,132
|
|
|||
State
|
1,609
|
|
|
(5,369
|
)
|
|
615
|
|
|||
Foreign
|
(182
|
)
|
|
(196
|
)
|
|
(170
|
)
|
|||
Total Deferred
|
6,763
|
|
|
45,793
|
|
|
9,577
|
|
|||
Income tax expense
|
$
|
22,096
|
|
|
$
|
58,418
|
|
|
$
|
17,593
|
|
|
Fiscal Year Ended June 30,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Federal tax provision at statutory rate
|
21.0
|
%
|
|
28.0
|
%
|
|
35.0
|
%
|
Change in federal statutory rate
|
—
|
|
|
36.2
|
|
|
—
|
|
State income taxes, net of federal benefit
|
4.4
|
|
|
3.9
|
|
|
3.4
|
|
Permanent differences attributable to partnership investment
|
(0.8
|
)
|
|
(0.1
|
)
|
|
0.4
|
|
Section 199 deductions
|
—
|
|
|
(1.2
|
)
|
|
(1.4
|
)
|
Non-controlling interest
|
(0.9
|
)
|
|
(1.0
|
)
|
|
(1.9
|
)
|
Change in valuation allowance
|
—
|
|
|
(0.4
|
)
|
|
1.1
|
|
Other, net
|
0.4
|
|
|
—
|
|
|
(0.4
|
)
|
Total income tax expense on continuing operations
|
24.1
|
%
|
|
65.4
|
%
|
|
36.2
|
%
|
|
As of June 30,
|
||||||
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Partnership basis differences
|
$
|
69,632
|
|
|
$
|
73,812
|
|
Fixed assets and intangibles
|
—
|
|
|
5
|
|
||
Accrued liabilities and reserves
|
428
|
|
|
391
|
|
||
State tax credits and NOLs
|
3,902
|
|
|
2,938
|
|
||
Foreign tax credits
|
761
|
|
|
—
|
|
||
Acquisition costs
|
6
|
|
|
—
|
|
||
Other
|
337
|
|
|
35
|
|
||
(Less) valuation allowance
|
(14,252
|
)
|
|
(12,716
|
)
|
||
Total deferred tax assets
|
60,814
|
|
|
64,465
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Fixed assets and intangibles
|
545
|
|
|
687
|
|
||
Other
|
7
|
|
|
14
|
|
||
Total deferred tax liabilities
|
552
|
|
|
701
|
|
||
Total net deferred tax assets
|
$
|
60,262
|
|
|
$
|
63,764
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Balance as of July 1
|
$
|
329
|
|
|
$
|
113
|
|
|
$
|
66
|
|
Additions based on tax positions taken during the current period
|
1,216
|
|
|
216
|
|
|
47
|
|
|||
Reductions for settlements with taxing authorities
|
(144
|
)
|
|
—
|
|
|
—
|
|
|||
Balance as of June 30
|
$
|
1,401
|
|
|
$
|
329
|
|
|
$
|
113
|
|
•
|
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, 2019:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap not designated as cash flow hedge
|
$
|
68
|
|
|
$
|
—
|
|
|
$
|
68
|
|
|
$
|
—
|
|
Total assets at fair value
|
$
|
68
|
|
|
$
|
—
|
|
|
$
|
68
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
As of June 30, 2018:
|
|
|
|
|
|
|
|
||||||||
Interest rate swap not designated as cash flow hedge
|
$
|
418
|
|
|
$
|
—
|
|
|
$
|
418
|
|
|
$
|
—
|
|
Total liabilities at fair value
|
$
|
418
|
|
|
$
|
—
|
|
|
$
|
418
|
|
|
$
|
—
|
|
•
|
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,
|
|||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
|
Shares
|
|
Weighted Average Exercise Price/Share
|
|
Shares
|
|
Weighted Average Exercise Price/Share
|
|
Shares
|
|
Weighted Average Exercise Price/Share
|
|||||||||
Total outstanding Options at beginning of year
|
|
144,000
|
|
|
$
|
27.24
|
|
|
104,000
|
|
|
$
|
25.85
|
|
|
—
|
|
|
$
|
—
|
|
Options granted
|
|
69,973
|
|
|
40.82
|
|
|
40,000
|
|
|
30.87
|
|
|
104,000
|
|
|
25.85
|
|
|||
Options exercised
|
|
(28,500
|
)
|
|
26.29
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Options canceled
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Outstanding options at end of year
|
|
185,473
|
|
|
$
|
32.51
|
|
|
144,000
|
|
|
$
|
27.24
|
|
|
104,000
|
|
|
$
|
25.85
|
|
Exercisable at end of year
|
|
33,500
|
|
|
$
|
26.97
|
|
|
26,000
|
|
|
$
|
25.85
|
|
|
—
|
|
|
$
|
—
|
|
|
Fiscal Year Ended June 30,
|
|||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
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
|
227,154
|
|
|
$
|
20.84
|
|
|
225,854
|
|
|
$
|
15.77
|
|
|
140,908
|
|
|
$
|
16.17
|
|
Granted
|
107,321
|
|
|
41.63
|
|
|
102,738
|
|
|
30.80
|
|
|
168,227
|
|
|
15.55
|
|
|||
Vested
|
(103,811
|
)
|
|
22.98
|
|
|
(99,613
|
)
|
|
19.57
|
|
|
(81,181
|
)
|
|
15.95
|
|
|||
Forfeited
|
(4,424
|
)
|
|
25.00
|
|
|
(1,825
|
)
|
|
22.58
|
|
|
(2,100
|
)
|
|
18.52
|
|
|||
Total Non-vested Restricted Stock Units and Restricted Stock Awards at end of year
|
226,240
|
|
|
$
|
29.64
|
|
|
227,154
|
|
|
$
|
20.84
|
|
|
225,854
|
|
|
$
|
15.77
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Basic:
|
|
|
|
|
|
||||||
Net income attributable to Malibu Boats, Inc.
|
$
|
66,066
|
|
|
$
|
27,613
|
|
|
$
|
28,358
|
|
Shares used in computing basic net income per share:
|
|
|
|
|
|
||||||
Weighted-average Class A Common Stock
|
20,645,973
|
|
|
20,012,627
|
|
|
17,708,924
|
|
|||
Weighted-average participating restricted stock units convertible into Class A Common Stock
|
186,472
|
|
|
166,754
|
|
|
137,970
|
|
|||
Basic weighted-average shares outstanding
|
20,832,445
|
|
|
20,179,381
|
|
|
17,846,894
|
|
|||
Basic net income per share
|
$
|
3.17
|
|
|
$
|
1.37
|
|
|
$
|
1.59
|
|
|
|
|
|
|
|
||||||
Diluted:
|
|
|
|
|
|
||||||
Net income attributable to Malibu Boats, Inc.
|
$
|
66,066
|
|
|
$
|
27,613
|
|
|
$
|
28,358
|
|
Shares used in computing diluted net income per share:
|
|
|
|
|
|
||||||
Basic weighted-average shares outstanding
|
20,832,445
|
|
|
20,179,381
|
|
|
17,846,894
|
|
|||
Restricted stock units granted to employees
|
119,476
|
|
|
101,563
|
|
|
104,438
|
|
|||
Weighted-average stock options convertible into Class A Common Stock
|
14,618
|
|
|
266
|
|
|
—
|
|
|||
Diluted weighted-average shares outstanding 1
|
20,966,539
|
|
|
20,281,210
|
|
|
17,951,332
|
|
|||
Diluted net income per share
|
$
|
3.15
|
|
|
$
|
1.36
|
|
|
$
|
1.58
|
|
|
|
As of June 30, 2019
|
||
Fiscal Year
|
|
|
||
2020
|
|
$
|
2,552
|
|
2021
|
|
2,541
|
|
|
2022
|
|
2,432
|
|
|
2023
|
|
2,489
|
|
|
2024
|
|
2,649
|
|
|
Thereafter
|
|
8,577
|
|
|
|
|
$
|
21,240
|
|
Fiscal Year Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Malibu US
|
|
Cobalt 1
|
|
Pursuit 2
|
|
Malibu Australia
|
|
Eliminations
|
|
Total
|
||||||||||||
Net sales
|
$
|
362,082
|
|
|
$
|
206,598
|
|
|
$
|
102,807
|
|
|
$
|
25,617
|
|
|
$
|
(13,088
|
)
|
|
$
|
684,016
|
|
Affiliate (or intersegment) sales
|
13,088
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,088
|
)
|
|
—
|
|
||||||
Net sales to external customers
|
348,994
|
|
|
206,598
|
|
|
102,807
|
|
|
25,617
|
|
|
—
|
|
|
684,016
|
|
||||||
Depreciation and amortization
|
7,127
|
|
|
5,252
|
|
|
3,034
|
|
|
547
|
|
|
—
|
|
|
15,960
|
|
||||||
Net income before provision for income taxes
|
52,804
|
|
|
28,691
|
|
|
8,946
|
|
|
1,681
|
|
|
(325
|
)
|
|
91,797
|
|
||||||
Capital expenditures
|
9,014
|
|
|
4,404
|
|
|
4,381
|
|
|
139
|
|
|
—
|
|
|
17,938
|
|
||||||
Long-lived assets
|
40,700
|
|
|
117,702
|
|
|
96,312
|
|
|
8,507
|
|
|
—
|
|
|
263,221
|
|
||||||
Total assets
|
$
|
363,209
|
|
|
$
|
151,481
|
|
|
$
|
114,679
|
|
|
$
|
22,353
|
|
|
$
|
(200,408
|
)
|
|
$
|
451,314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fiscal Year Ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Malibu US
|
|
Cobalt 1
|
|
Pursuit 2
|
|
Malibu Australia
|
|
Eliminations
|
|
Total
|
||||||||||||
Net sales
|
$
|
302,115
|
|
|
$
|
180,315
|
|
|
$
|
—
|
|
|
$
|
23,445
|
|
|
$
|
(8,873
|
)
|
|
$
|
497,002
|
|
Affiliate (or intersegment) sales
|
8,873
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,873
|
)
|
|
—
|
|
||||||
Net sales to external customers
|
293,242
|
|
|
180,315
|
|
|
—
|
|
|
23,445
|
|
|
—
|
|
|
497,002
|
|
||||||
Depreciation and amortization
|
6,859
|
|
|
5,386
|
|
|
—
|
|
|
609
|
|
|
—
|
|
|
12,854
|
|
||||||
Net income before provision for income taxes
|
68,015
|
|
|
19,717
|
|
|
—
|
|
|
1,770
|
|
|
(115
|
)
|
|
89,387
|
|
||||||
Capital expenditures
|
9,248
|
|
|
1,170
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
10,449
|
|
||||||
Long-lived assets
|
39,388
|
|
|
118,512
|
|
|
—
|
|
|
9,396
|
|
|
—
|
|
|
167,296
|
|
||||||
Total assets
|
$
|
327,181
|
|
|
$
|
157,616
|
|
|
$
|
—
|
|
|
$
|
20,128
|
|
|
$
|
(139,157
|
)
|
|
$
|
365,768
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fiscal Year Ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Malibu US
|
|
Cobalt 1
|
|
Pursuit 2
|
|
Malibu 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
|
|
|
|
Quarter Ended
|
|
Fiscal Year Ended
June 30, 2019 |
||||||||||||||||
|
|
June 30, 2019
|
|
March 31, 2019
|
|
December 31, 2018
|
|
September 30, 2018
|
|
|||||||||||
Net sales
|
|
$
|
194,822
|
|
|
$
|
199,918
|
|
|
$
|
165,793
|
|
|
$
|
123,483
|
|
|
$
|
684,016
|
|
Gross profit
|
|
47,732
|
|
|
49,722
|
|
|
38,315
|
|
|
30,501
|
|
|
166,270
|
|
|||||
Operating income
|
|
29,854
|
|
|
30,562
|
|
|
20,944
|
|
|
16,752
|
|
|
98,112
|
|
|||||
Net income
|
|
20,485
|
|
|
22,203
|
|
|
14,998
|
|
|
12,015
|
|
|
69,701
|
|
|||||
Net income attributable to non-controlling interest
|
|
1,073
|
|
|
1,104
|
|
|
741
|
|
|
717
|
|
|
3,635
|
|
|||||
Net income attributable to Malibu Boats, Inc.
|
|
$
|
19,412
|
|
|
$
|
21,099
|
|
|
$
|
14,257
|
|
|
$
|
11,298
|
|
|
$
|
66,066
|
|
Basic net income per share
|
|
$
|
0.93
|
|
|
$
|
1.01
|
|
|
$
|
0.68
|
|
|
$
|
0.55
|
|
|
$
|
3.17
|
|
Diluted net income per share
|
|
$
|
0.92
|
|
|
$
|
1.01
|
|
|
$
|
0.68
|
|
|
$
|
0.54
|
|
|
$
|
3.15
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Quarter Ended
|
|
Fiscal Year Ended
June 30, 2018 |
||||||||||||||||
|
|
June 30, 2018
|
|
March 31, 2018
|
|
December 31, 2017
|
|
September 30, 2017
|
|
|||||||||||
Net sales
|
|
$
|
138,659
|
|
|
$
|
140,429
|
|
|
$
|
114,373
|
|
|
$
|
103,541
|
|
|
$
|
497,002
|
|
Gross profit
|
|
33,540
|
|
|
36,363
|
|
|
27,516
|
|
|
22,923
|
|
|
120,342
|
|
|||||
Operating income
|
|
19,513
|
|
|
23,947
|
|
|
15,655
|
|
|
10,952
|
|
|
70,067
|
|
|||||
Net income (loss)
|
|
13,343
|
|
|
16,796
|
|
|
(5,584
|
)
|
|
6,414
|
|
|
30,969
|
|
|||||
Net income income attributable to non-controlling interest
|
|
904
|
|
|
1,124
|
|
|
799
|
|
|
529
|
|
|
3,356
|
|
|||||
Net income (loss) attributable to Malibu Boats, Inc.
|
|
$
|
12,439
|
|
|
$
|
15,672
|
|
|
$
|
(6,383
|
)
|
|
$
|
5,885
|
|
|
$
|
27,613
|
|
Basic net income (loss) per share
|
|
$
|
0.61
|
|
|
$
|
0.76
|
|
|
$
|
(0.31
|
)
|
|
$
|
0.31
|
|
|
$
|
1.37
|
|
Diluted net income (loss) per share
|
|
$
|
0.60
|
|
|
$
|
0.76
|
|
|
$
|
(0.31
|
)
|
|
$
|
0.31
|
|
|
$
|
1.36
|
|
•
|
Consolidated Statements of Operations and Comprehensive Income for the fiscal years ended June 30, 2019, 2018, and 2017.
|
•
|
Consolidated Balance Sheets as of June 30, 2019 and 2018.
|
•
|
Consolidated Statements of Stockholders’ Equity for the fiscal years ended June 30, 2019, 2018, and 2017.
|
•
|
Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2019, 2018, and 2017.
|
•
|
Notes to Consolidated Financial Statements.
|
•
|
Reports of Independent Registered Public Accounting Firm.
|
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
|
|
|
Description of Class A Common Stock
|
|
|
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 Affiliates of Black Canyon Capital LLC and Horizon Holdings, LLC 3
|
|
|
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
|
|
First Incremental Facility Amendment and First Amendment dated August 21, 2018 to the Second Amended and Restated Credit Agreement, 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 11
|
|
|
Second Incremental Facility Amendment and Second Amendment, dated May 14, 2019, 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, swingline lender and issuing bank12
|
|
|
+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
|
|
|
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 10
|
|
|
Form of Restricted Stock Agreement for Long-Term Incentive Plan 10
|
|
|
Form of Restricted Stock Unit Award Agreement for Long-Term Incentive Plan (executive) 10
|
|
|
Form of Restricted Stock Unit Award Agreement for Long-Term Incentive Plan (non-executive) 10
|
|
|
Form of Indemnification Agreement 7
|
|
|
Director Compensation Policy
|
|
|
Subsidiaries of Malibu Boats, Inc.
|
|
|
Consent of KPMG 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.
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(2)
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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.
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(3)
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Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 001-36290) filed on February 6, 2014.
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(4)
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Filed as an exhibit to the Company's Quarterly Report on Form 10-Q/A (File No. 001-36290) filed on May 13, 2014.
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(5)
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Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 001-36290) filed on June 27, 2014.
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(6)
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Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 001-36290) filed on October 3, 2014.
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(7)
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Filed as an exhibit to the Company’s registration statement on Form S-1 (File No. 333-192862) filed on December 13, 2013.
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(8)
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Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 001-36290) filed on February 4, 2016.
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(9)
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Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No. 001-36290) filed on February 1, 2017.
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(10)
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Filed as an exhibit to the Company's Annual Report on Form 10-K (File No. 001-36290) filed on September 8, 2017.
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(11)
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Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 001-36290) filed on August 22, 2018.
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(12)
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Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 001-36290) filed on May 15, 2019.
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MALIBU BOATS, INC.
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August 29, 2019
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/s/ Jack D. Springer
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Jack D. Springer
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Chief Executive Officer
(Principal Executive Officer)
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August 29, 2019
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/s/ Wayne R. Wilson
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Wayne R. Wilson
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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Signature
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Title
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Date
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/s/ Jack D. Springer
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August 29, 2019
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Jack D. Springer
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Chief Executive Officer and Director
(Principal Executive Officer)
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/s/ Wayne R. Wilson
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August 29, 2019
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Wayne R. Wilson
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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/s/ Michael K. Hooks
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August 29, 2019
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Michael K. Hooks
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Chairman of the Board and Director
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/s/ James R. Buch
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August 29, 2019
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James R. Buch
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Director
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/s/ Ivar S. Chhina
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August 29, 2019
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Ivar S. Chhina
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Director
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/s/ Michael J. Connolly
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August 29, 2019
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Michael J. Connolly
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Director
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/s/ Mark W. Lanigan
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August 29, 2019
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Mark W. Lanigan
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Director
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/s/ Joan M. Lewis
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August 29, 2019
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Joan M. Lewis
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Director
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/s/ Peter E. Murphy
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August 29, 2019
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Peter E. Murphy
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Director
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/s/ John E. Stokely
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August 29, 2019
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John E. Stokely
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Director
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•
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100,000,000 shares are designated as Class A Common Stock;
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•
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25,000,000 shares are designated as Class B Common Stock; and
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•
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25,000,000 shares are designated as preferred stock.
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•
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diluting the voting power of the holders of common stock;
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•
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reducing the likelihood that holders of common stock will receive dividend payments;
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•
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reducing the likelihood that holders of common stock will receive payments in the event of our liquidation, dissolution, or winding up; and
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•
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delaying, deterring or preventing a change-in-control or other corporate takeover.
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•
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before such date, the Board of Directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
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•
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upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (1) by persons who are directors and also officers and (2) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
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•
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on or after such date, the business combination is approved by the Board of Directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.
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•
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any merger or consolidation involving the corporation and the interested stockholder;
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•
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any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
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•
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subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
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•
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any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or
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•
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the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits by or through the corporation.
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•
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any breach of their duty of loyalty to us or our stockholders;
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acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
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unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or
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•
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any transaction from which the director derived an improper personal benefit.
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•
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indemnify officers and directors against certain liabilities that may arise because of their status as officers and directors;
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•
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advance expenses, as incurred, to officers and directors in connection with a legal proceeding subject to limited exceptions; and
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•
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cover officers and directors under any general or directors’ and officers’ liability insurance policy maintained by us.
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Cash Compensation
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Annual Retainer
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$65,000
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Board Chairperson Retainer
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$20,000
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Additional Committee Chair Retainers
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Audit Committee Chair
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$15,000
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Compensation Committee Chair
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$15,000
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Nominating and Governance Committee Chair
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$ 5,000
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Equity Compensation
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Annual Equity Award
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$75,000
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Name
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Jurisdiction of Organization
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Malibu Boats Holdings, LLC
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Delaware
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Malibu Boats, LLC
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Delaware
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Malibu Australian Acquisition Corp.
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Delaware
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Malibu Boats Pty Ltd.
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Australia
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Cobalt Boats, LLC
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Delaware
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Cobalt Sportswear, LLC
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Kansas
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PB Holdco, LLC
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Delaware
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1.
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I have reviewed this Annual Report on Form 10-K for the fiscal year ended June 30, 2019 of Malibu Boats, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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/s/ Jack D. Springer
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Jack D. Springer
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Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K for the fiscal year ended June 30, 2019 of Malibu Boats, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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/s/ Wayne Wilson
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Wayne Wilson
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Chief Financial Officer
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(1)
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Malibu.
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/s/ Jack D. Springer
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Jack D. Springer
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Chief Executive Officer
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/s/ Wayne R. Wilson
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Wayne R. Wilson
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Chief Financial Officer
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