MALIBU BOATS INC
For the period ended Dec 31, 2023. Filed Jan 30, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2023 · Filed Jan 30, 2024
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Notes to Unaudited Condensed Consolidated Financial Statements
Table of Contents 6
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollars in thousands, except per unit and share and per share data)
- Organization, Basis of Presentation, and Summary of Significant Accounting Policies
Organization
Malibu Boats, Inc. (“MBI” and, together with its subsidiaries, the “Company” or "Malibu"), a Delaware corporation formed on November 1, 2013, is the sole managing member of Malibu Boats Holdings, LLC, a Delaware limited liability company (the "LLC"). The Company operates and controls all of the LLC's business and affairs and, therefore, pursuant to Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) Topic 810, Consolidation, consolidates the financial results of the LLC and its subsidiaries, and records a non-controlling interest for the economic interest in the Company held by the non-controlling holders of units in the LLC ("LLC Units"). The LLC was formed in 2006. The LLC, through its wholly owned subsidiary, Malibu Boats, LLC, (“Boats LLC”), is engaged in the design, engineering, manufacturing and marketing of innovative, high-quality, recreational powerboats that are sold through a world-wide network of independent dealers. The Company sells its boats under eight brands -- Malibu, Axis, Pursuit, Maverick, Cobia, Pathfinder, Hewes and Cobalt brands. The Company reports its results of operations under three reportable segments -- Malibu, Saltwater Fishing and Cobalt.
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim condensed financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and disclosures of results of operations, financial position and changes in cash flow in conformity with GAAP for complete financial statements. Such statements should be read in conjunction with the audited consolidated financial statements and notes thereto of Malibu and subsidiaries for the year ended June 30, 2023, included in the Company's Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Units and shares are presented as whole numbers while all dollar amounts are presented in thousands, unless otherwise noted.
Principles of Consolidation
The accompanying unaudited interim condensed consolidated financial statements include the operations and accounts of the Company and all subsidiaries thereof. All intercompany balances and transactions have been eliminated upon consolidation.
Recent Accounting Pronouncements
In November, 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-07, "Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures"which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant expenses. The updated standard is effective for annual periods beginning in fiscal 2025 and interim periods beginning in the first quarter of fiscal 2026. Early adoption is permitted. The Company is currently evaluating the effect of adopting this ASU.
In December, 2023, the FASB issued ASU No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” which requires two primary enhancements of 1) disaggregated information on a reporting entity’s effective tax rate reconciliation, and 2) information on income taxes paid. For public business entities, the new requirements will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the effect of adopting this ASU.
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- Revenue Recognition
The following tables disaggregate the Company's revenue by major product type and geography:
| Three Months Ended December 31, 2023 | Six Months Ended December 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| Malibu | Saltwater Fishing | Cobalt | Consolidated | Malibu | Saltwater Fishing | Cobalt | Consolidated | |
| Revenue by product: | ||||||||
| Boat and trailer sales | $74,272 | $82,480 | $51,391 | $208,143 | $173,711 | $174,732 | $108,495 | $456,938 |
| Part and other sales | 2,117 | 254 | 560 | 2,931 | 7,683 | 624 | 1,659 | 9,966 |
| Net Sales | $76,389 | $82,734 | $51,951 | $211,074 | $181,394 | $175,356 | $110,154 | $466,904 |
| Revenue by geography: | ||||||||
| North America | $69,123 | $78,329 | $51,636 | $199,088 | $166,178 | $170,195 | $109,092 | $445,465 |
| International | 7,266 | 4,405 | 315 | 11,986 | 15,216 | 5,161 | 1,062 | 21,439 |
| Net Sales | $76,389 | $82,734 | $51,951 | $211,074 | $181,394 | $175,356 | $110,154 | $466,904 |
| Three Months Ended December 31, 2022 | Six Months Ended December 31, 2022 | |||||||
|---|---|---|---|---|---|---|---|---|
| Malibu | Saltwater Fishing | Cobalt | Consolidated | Malibu | Saltwater Fishing | Cobalt | Consolidated | |
| Revenue by product: | ||||||||
| Boat and trailer sales | $155,011 | $105,363 | $73,830 | $334,204 | $295,174 | $197,256 | $137,460 | $629,890 |
| Part and other sales | 3,155 | 222 | 1,151 | 4,528 | 8,160 | 562 | 2,331 | 11,053 |
| Net Sales | $158,166 | $105,585 | $74,981 | $338,732 | $303,334 | $197,818 | $139,791 | $640,943 |
| Revenue by geography: | ||||||||
| North America | $140,924 | $104,154 | $71,986 | $317,064 | $271,574 | $193,095 | $134,267 | $598,936 |
| International | 17,242 | 1,431 | 2,995 | 21,668 | 31,760 | 4,723 | 5,524 | 42,007 |
| Net Sales | $158,166 | $105,585 | $74,981 | $338,732 | $303,334 | $197,818 | $139,791 | $640,943 |
Boat and Trailer Sales
Consists of sales of boats and trailers to the Company's dealer network, net of sales returns, discounts, rebates and free flooring incentives. Boat and trailer sales also includes optional boat features. Sales returns consist of boats returned by dealers under the Company's warranty program. Rebates, free flooring and discounts are incentives that the Company provides to its dealers based on sales of eligible products.
Part and Other Sales
Consists primarily of parts and accessories sales, royalty income and clothing sales. Parts and accessories sales include replacement and aftermarket boat parts and accessories sold to the Company's dealer network. Royalty income is earned from license agreements with various boat manufacturers, including Nautique, Chaparral, Mastercraft, and Tige related to the use of the Company's intellectual property.
- Non-controlling Interest
The non-controlling interest on the unaudited interim condensed consolidated statements of operations and comprehensive income represents the portion of earnings attributable to the economic interest in the Company's subsidiary, the LLC, held by the non-controlling LLC Unit holders. Non-controlling interest on the unaudited interim condensed consolidated balance sheets represents the portion of net assets of the Company attributable to the non-controlling LLC Unit holders, based on the portion
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of the LLC Units owned by such Unit holders. The ownership of the LLC is summarized as follows:
| As of December 31, 2023 | As of June 30, 2023 | |||
|---|---|---|---|---|
| Units | Ownership % | Units | Ownership % | |
| Non-controlling LLC Unit holders ownership in Malibu Boats Holdings, LLC | 455,919 | 2.2% | 455,919 | 2.2% |
| Malibu Boats, Inc. ownership in Malibu Boats Holdings, LLC | 20,298,626 | 97.8% | 20,603,822 | 97.8% |
| 20,754,545 | 100.0% | 21,059,741 | 100.0% | |
Issuance of Additional LLC Units
Under the first amended and restated limited liability company agreement of the LLC, as amended (the "LLC Agreement"), the Company is required to cause the LLC to issue additional LLC Units to the Company when the Company issues additional shares of Class A Common Stock. Other than in connection with the issuance of Class A Common Stock in connection with an equity incentive program, the Company must contribute to the LLC net proceeds and property, if any, received by the Company with respect to the issuance of such additional shares of Class A Common Stock. The Company must cause the LLC to issue a number of LLC Units equal to the number of shares of Class A Common Stock issued such that, at all times, the number of LLC Units held by the Company equals the number of outstanding shares of Class A Common Stock. During the six months ended December 31, 2023, the Company caused the LLC to issue a total of 158,228 LLC Units to the Company in connection with (i) the Company's issuance of Class A Common Stock to non-employee directors for their services, (ii) the issuance of Class A Common Stock for the vesting of awards granted under the Malibu Boats, Inc. Long-Term Incentive Plan (the "Incentive Plan") and (iii) the issuance of restricted Class A Common Stock granted under the Incentive Plan. During thesix months ended December 31, 2023,17,804 LLC Units were canceled in connection with the vesting of share-based equity awards to satisfy employee tax withholding requirements,20,080 LLC Units were canceled in connection with the vesting of stock awards with a market condition that was deemed to not be achieved and the retirement of 38,017 treasury shares in accordance with the LLC Agreement. Also during the six months ended December 31, 2023,425,407 LLC Units were redeemed and canceled by the LLC in connection with the purchase and retirement of 425,407 treasury shares under the Company's stock repurchase program that expired on November 8, 2023, and the Company’s new stock repurchase program that was authorized for the period from November 8, 2023 to November 8, 2024.
Distributions and Other Payments to Non-controlling Unit Holders
Distributions for Taxes
As a limited liability company (treated as a partnership for income tax purposes), the LLC does not incur significant federal, state or local income taxes, as these taxes are primarily the obligations of its members. As authorized by the LLC Agreement, the LLC is required to distribute cash, to the extent that the LLC has cash available, on a pro rata basis, to its members to the extent necessary to cover the members’ tax liabilities, if any, with respect to their share of LLC earnings. The LLC makes such tax distributions to its members based on an estimated tax rate and projections of taxable income. If the actual taxable income of the LLC multiplied by the estimated tax rate exceeds the tax distributions made in a calendar year, the LLC may make true-up distributions to its members, if cash or borrowings are available for such purposes. As of December 31, 2023 and June 30, 2023, tax distributions payable to non-controlling LLC Unit holders were $0 and $776, respectively. During the six months ended December 31, 2023 and 2022, tax distributions paid to the non-controlling LLC Unit holders were $890 and $1,741, respectively.
Other Distributions
Pursuant to the LLC Agreement, the Company has the right to determine when distributions will be made to LLC members and the amount of any such distributions. If the Company authorizes a distribution, such distribution will be made to the members of the LLC (including the Company) pro rata in accordance with the percentages of their respective LLC Units.
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- Inventories
Inventories, net consisted of the following:
| As of December 31, 2023 | As of June 30, 2023 | |
|---|---|---|
| Raw materials | $120,373 | $142,948 |
| Work in progress | 23,802 | 19,222 |
| Finished goods | 13,591 | 9,019 |
| Total inventories | $157,766 | $171,189 |
- Property, Plant and Equipment
Property, plant and equipment, net consisted of the following:
| As of December 31, 2023 | As of June 30, 2023 | |
|---|---|---|
| Land | $4,905 | $4,905 |
| Building and leasehold improvements | 119,773 | 119,324 |
| Machinery and equipment | 108,775 | 103,362 |
| Furniture and fixtures | 13,324 | 12,672 |
| Construction in process | 93,944 | 47,482 |
| 340,721 | 287,745 | |
| Less: Accumulated depreciation | (95,590) | (82,953) |
| Property, plant and equipment, net | $245,131 | $204,792 |
Depreciation expense was $6,343 and $5,388 for the three months ended December 31, 2023 and 2022, respectively, and $12,667 and $10,684 for the six months ended December 31, 2023 and 2022, respectively, substantially all of which was recorded in cost of sales.
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- Goodwill and Other Intangible Assets
Changes in the carrying amount of goodwill for the six months ended December 31, 2023 were as follows:
| Malibu | Saltwater Fishing | Cobalt | Consolidated | |
|---|---|---|---|---|
| Goodwill as of June 30, 2023 | $12,072 | $68,714 | $19,791 | $100,577 |
| Effect of foreign currency changes on goodwill | 156 | — | — | 156 |
| Goodwill as of December 31, 2023 | $12,228 | $68,714 | $19,791 | $100,733 |
The components of other intangible assets were as follows:
| As of December 31, 2023 | As of June 30, 2023 | Estimated Useful Life (in years) | Weighted-Average Remaining Useful Life (in years) | |
|---|---|---|---|---|
| Definite-lived intangibles: | ||||
| Dealer relationships | $131,780 | $131,725 | 15-20 | 15.1 |
| Patent | 2,600 | 2,600 | 15 | 8.5 |
| Trade name | 100 | 100 | 15 | 6.5 |
| Non-compete agreement | 48 | 46 | 10 | 0.8 |
| Total | 134,528 | 134,471 | ||
| Less: Accumulated amortization | (34,679) | (31,213) | ||
| Total definite-lived intangible assets, net | 99,849 | 103,258 | ||
| Indefinite-lived intangible: | ||||
| Trade name | 118,200 | 118,200 | ||
| Total other intangible assets, net | $218,049 | $221,458 | ||
Amortization expense recognized on all amortizable intangibles was $1,713 and $1,715 for the three months ended December 31, 2023 and 2022, respectively, and $3,428 and $3,431 for the six months ended December 31, 2023 and 2022, respectively.
Estimated future amortization expenses as of December 31, 2023 are as follows:
| Fiscal years ending June 30: | Amount |
|---|---|
| Remainder of 2024 | $3,378 |
| 2025 | 6,807 |
| 2026 | 6,805 |
| 2027 | 6,805 |
| 2028 | 6,805 |
| 2029 and thereafter | 69,249 |
| $99,849 |
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- Accrued Expenses
Accrued expenses consisted of the following:
| As of December 31, 2023 | As of June 30, 2023 | |
|---|---|---|
| Warranties | $40,587 | $41,709 |
| Dealer incentives | 21,911 | 14,996 |
| Accrued compensation | 12,525 | 19,671 |
| Current operating lease liabilities | 2,283 | 2,324 |
| Litigation settlement | — | 100,000 |
| Accrued legal and professional fees | 21,715 | 1,899 |
| Customer deposits | 5,412 | 4,054 |
| Other accrued expenses | 2,283 | 2,425 |
| Total accrued expenses | $106,716 | $187,078 |
Litigation settlement represents the settlement of product liability cases in June 2023 for $100,000. Accrued legal and professional fees includes approximately $21,000 in insurance coverage proceeds that are subject in certain cases to reservations of rights by the insurance carriers. The proceeds will be considered a liability in accrued expenses until the resolution of the litigation. For more information, refer to Note 15 of our condensed consolidated financial statements included elsewhere in this report.
- Product Warranties
The Company's Malibu and Axis brand boats have a limited warranty for a period up tofive years. The Company's Cobalt brand boats have (1) a structural warranty of up toten years which covers the hull, deck joints, bulkheads, floor, transom, stringers, and motor mount and (2) afive year bow-to-stern warranty on all components manufactured or purchased (excluding hull and deck structural components), including canvas and upholstery. Gelcoat is covered up tothree years for Cobalt andone year for Malibu and Axis. Pursuit brand boats have (1) a limited warranty for a period of up tofive years on structural components such as the hull, deck and defects in the gelcoat surface of the hull bottom and (2) a bow-to-stern warranty oftwo years (excluding hull and deck structural components). Maverick, Pathfinder and Hewes brand boats have (1) a limited warranty for a period of up tofive years on structural components such as the hull, deck and defects in the gelcoat surface of the hull bottom and (2) a bow-to-stern warranty ofone year (excluding hull and deck structural components). Cobia brand boats have (1) a limited warranty for a period of up toten years on structural components such as the hull, deck and defects in the gelcoat surface of the hull bottom and (2) a bow-to-stern warranty ofthree years (excluding hull and deck structural components). For each boat brand, there are certain materials, components or parts of the boat that are not covered by the Company’s warranty and certain components or parts that are separately warranted by the manufacturer or supplier (such as the engine). Engines that the Company manufactures for Malibu and Axis models have a limited warranty of up tofive years or five-hundred hours.
The Company’s standard warranties require it or its dealers to repair or replace defective products during the warranty period at no cost to the consumer. The Company estimates warranty costs it expects to incur and records a liability for such costs at the time the product revenue is recognized. The Company utilizes historical claims trends and analytical tools to develop the estimate of its warranty obligation on a per boat basis, by brand and warranty year. Factors that affect the Company’s warranty liability include the number of units sold, historical and anticipated rates of warranty claims and cost per claim. The Company assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Beginning in model year 2016, the Company increased the term of its limited warranty for Malibu brand boats from three years tofive years and for Axis brand boats fromtwo years tofive years. Beginning in model year 2018, the Company increased the term of its bow-to-stern warranty for Cobalt brand boats from three years tofive years. Accordingly, the Company has less historical claims experience for warranty years four andfive, and as such, these estimates give rise to a higher level of estimation uncertainty. Future warranty claims may differ from the Company’s estimate of the warranty liability, which could lead to changes in the Company’s warranty liability in future periods.
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Changes in the Company’s product warranty liability, which is included in accrued expenses on the unaudited interim condensed consolidated balance sheets, were as follows:
| Three Months Ended December 31, | Six Months Ended December 31, | |||
|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |
| Beginning balance | $41,597 | $39,399 | $41,709 | $38,673 |
| Add: Warranty expense | 6,622 | 6,682 | 13,037 | 13,087 |
| Less: Warranty claims paid | (7,632) | (5,568) | (14,159) | (11,247) |
| Ending balance | $40,587 | $40,513 | $40,587 | $40,513 |
- Financing
Outstanding debt consisted of the following:
| As of December 31, 2023 | As of June 30, 2023 | |
|---|---|---|
| Term loan | $— | $— |
| Revolving credit loan | 35,000 | — |
| Total debt | 35,000 | — |
| Less current maturities | — | — |
| Long-term debt less current maturities | $35,000 | $— |
Long-Term Debt
On July 8, 2022, Boats LLC entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) which provides Boats LLC with a revolving credit facility in an aggregate principal amount of up to $350,000. As of December 31, 2023, the Company had $35,000 outstanding under its revolving credit facility and $1,578 in outstanding letters of credit, with $313,422 available for borrowing. The revolving credit facility matures on July 8, 2027. Boats LLC has the option to request that lenders increase the amount available under the revolving credit facility by, or obtain incremental term loans of, up to $200,000, subject to the terms of the Credit Agreement and only if existing or new lenders choose to provide additional term or revolving commitments.
The obligations of Boats LLC under the Credit Agreement are guaranteed by the LLC, and, subject to certain exceptions, the present and future domestic subsidiaries of Boats LLC, and all such obligations are secured by substantially all of the assets of the LLC, Boats LLC and such subsidiary guarantors. Malibu Boats, Inc. is not a party to the Credit Agreement.
Borrowings under the Credit Agreement bear interest at a rate equal to either, at the Company's option, (i) the highest of the prime rate, the Federal Funds Rate (as defined in the Credit Agreement) plus 0.5%, or one-month Term SOFR (as defined in the Credit Agreement) plus 1% (the “Base Rate”) or (ii) SOFR (as defined in the Credit Agreement), in each case plus an applicable margin ranging from 1.25% to 2.00% with respect to SOFR borrowings and 0.25% to 1.00% with respect to Base Rate borrowings. The applicable margin is based upon the consolidated leverage ratio of the LLC and its subsidiaries. As of December 31, 2023, the interest rate on the Company’s revolving credit facility was 6.41%. The Company is required to pay a commitment fee for any unused portion of the revolving credit facility which ranges from 0.15% to 0.30% per annum, depending on the LLC’s and its subsidiaries’ consolidated leverage ratio.
The Credit Agreement contains certain customary representations and warranties, and notice requirements for the occurrence of specific events such as the occurrence of any event of default or pending or threatened litigation. The Credit Agreement also requires compliance with certain customary financial covenants consisting of a minimum ratio of EBITDA to interest expense and a maximum ratio of total debt to EBITDA. The Credit Agreement contains certain customary restrictive covenants regarding indebtedness, liens, fundamental changes, investments, share repurchases, dividends and distributions, disposition of assets, transactions with affiliates, negative pledges, hedging transactions, certain prepayments of indebtedness, accounting changes and governmental regulation. For example, the Credit Agreement generally prohibits the LLC, Boats LLC and the subsidiary guarantors from paying dividends or making distributions, including to the Company. The credit facility permits, however, (i) distributions based on a member’s allocated taxable income, (ii) distributions to fund payments that are required under the LLC’s tax receivable agreement, (iii) purchase of stock or stock options of the LLC from former officers,
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directors or employees of loan parties or payments pursuant to stock option and other benefit plans up to $5,000 in any fiscal year, and (iv) repurchases of the Company's outstanding stock and LLC Units. In addition, the LLC may make unlimited dividends and distributions if its consolidated leverage ratio is 2.75 or less and certain other conditions are met, subject to compliance with certain financial covenants.
The Credit Agreement also contains customary events of default. If an event of default has occurred and continues beyond any applicable cure period, the administrative agent may (i) accelerate all outstanding obligations under the Credit Agreement or (ii) terminate the commitments, amongst other remedies. Additionally, the lenders are not obligated to fund any new borrowing under the Credit Agreement while an event of default is continuing.
Covenant Compliance
As of December 31, 2023, the Company was in compliance with the financial covenants contained in the Credit Agreement.
- Leases
The Company leases certain manufacturing facilities, warehouses, office space, land, and equipment. The Company determines if a contract is a lease or contains an embedded lease at the inception of the agreement. Leases with an initial term of 12 months or less are not recorded on the unaudited interim condensed consolidated balance sheets. The Company does not separate non-lease components from the lease components to which they relate, and instead accounts for each separate lease and non-lease component associated with that lease component as a single lease component for all underlying asset classes. The Company's lease liabilities do not include future lease payments related to options to extend or terminate lease agreements as it is not reasonably certain those options will be exercised.
Other information concerning the Company's operating leases accounted for under ASC Topic 842, Leases is as follows:
| Classification · As of December 31, 2023 · As of June 30, 2023 | |||
|---|---|---|---|
| Assets | |||
| Right-of-use assets | Other assets | $7,866 | $8,808 |
| Liabilities | |||
| Current operating lease liabilities | Accrued expenses | $2,283 | $2,324 |
| Long-term operating lease liabilities | Other liabilities | 6,790 | 7,843 |
| Total lease liabilities | $9,073 | $10,167 | |
| Classification · Three Months Ended December 31, 2023 · Three Months Ended December 31, 2022 · Six Months Ended December 31, 2023 · Six Months Ended December 31, 2022 | |||||
|---|---|---|---|---|---|
| Operating lease costs (1) | Cost of sales | $639 | $646 | $1,344 | $1,313 |
| Selling and marketing, and general and administrative | 204 | 237 | 444 | 456 | |
| Sublease income | Other (income) expense, net | (9) | (9) | (19) | (19) |
| Cash paid for amounts included in the measurement of operating lease liabilities | Cash flows from operating activities | 666 | 622 | 1,330 | 1,245 |
(1) Includes short-term leases, which are insignificant, and are not included in the lease liability.
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The lease liability for operating leases that contain variable escalating rental payments with scheduled increases that are based on the lesser of a stated percentage increase or the cumulative increase in an index, are determined using the stated percentage increase.
The weighted-average remaining lease term as of December 31, 2023 and 2022 was 4.08 years and 5.08 years, respectively. As of December 31, 2023 and 2022, the weighted-average discount rate determined based on the Company's incremental borrowing rate is 3.69% and 3.64%, respectively.
Future annual minimum lease payments for the following fiscal years as of December 31, 2023 are as follows:
| Amount | |
|---|---|
| Remainder of 2024 | $1,336 |
| 2025 | 2,373 |
| 2026 | 2,274 |
| 2027 | 2,258 |
| 2028 | 1,505 |
| 2029 and thereafter | 1 |
| Total | 9,747 |
| Less: imputed interest | (674) |
| Present value of lease liabilities | $9,073 |
- Tax Receivable Agreement Liability
The Company has a Tax Receivable Agreement with the pre-IPO owners of the LLC that provides for the payment by the Company to the pre-IPO owners (or their permitted assignees) of 85% of the amount of the benefits, if any, that the Company is deemed to realize as a result of (i) increases in tax basis and (ii) certain other tax benefits related to the Company entering into the Tax Receivable Agreement, including those attributable to payments under the Tax Receivable Agreement. These contractual payment obligations are obligations of the Company and not of the LLC. The Company's Tax Receivable Agreement liability was determined on an undiscounted basis in accordance with ASC 450, Contingencies, since the contractual payment obligations were deemed to be probable and reasonably estimable.
For purposes of the Tax Receivable Agreement, the benefit deemed realized by the Company is computed by comparing the actual income tax liability of the Company (calculated with certain assumptions) to the amount of such taxes that the Company would have been required to pay had there been no increase to the tax basis of the assets of the LLC as a result of the purchases or exchanges, and had the Company not entered into the Tax Receivable Agreement.
The following table reflects the changes to the Company's tax receivable agreement liability:
| As of December 31, 2023 | As of June 30, 2023 | |
|---|---|---|
| Beginning fiscal year balance | $43,465 | $45,541 |
| Additions (reductions) to tax receivable agreement: | ||
| Exchange of LLC Units for Class A Common Stock | — | 1,710 |
| Adjustment for change in estimated state tax rate or benefits | — | 188 |
| Payments under tax receivable agreement | — | (3,974) |
| 43,465 | 43,465 | |
| Less: current portion under tax receivable agreement | (4,111) | (4,111) |
| Ending balance | $39,354 | $39,354 |
The Tax Receivable Agreement further provides that, upon certain mergers, asset sales or other forms of business combinations or other changes of control, the Company (or its successor) would owe to the pre-IPO owners of the LLC a lump-sum payment equal to the present value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement that would be based on certain assumptions, including a deemed exchange of LLC Units and that the Company would have sufficient taxable income to fully utilize the deductions arising from the increased tax basis and other tax benefits related to entering into the Tax Receivable Agreement. The Company also is entitled to terminate the Tax Receivable Agreement, which, if terminated, would obligate the Company to make early termination payments to the pre-IPO owners of
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the LLC. In addition, a pre-IPO owner may elect to unilaterally terminate the Tax Receivable Agreement with respect to such pre-IPO owner, which would obligate the Company to pay to such existing owner certain payments for tax benefits received through the taxable year of the election.
When estimating the expected tax rate to use in order to determine the tax benefit expected to be recognized from the Company’s increased tax basis as a result of exchanges of LLC Units by the pre-IPO owners of the LLC, the Company continuously monitors changes in its overall tax posture, including changes resulting from new legislation and changes as a result of new jurisdictions in which the Company is subject to tax.
As of December 31, 2023 and June 30, 2023, the Company recorded deferred tax assets of $118,148 associated with basis differences in assets upon acquiring an interest in the LLC and pursuant to making an election under Section 754 of the Internal Revenue Code of 1986 (the "Internal Revenue Code"), as amended. The aggregate Tax Receivable Agreement liability represents 85% of the tax benefits that the Company expects to receive in connection with the Section 754 election. In accordance with the Tax Receivable Agreement, the next annual payment is anticipated approximately 75 days after filing the federal tax return due by April 15, 2024.
- Income Taxes
The Company is taxed as a C corporation for U.S. income tax purposes and is therefore subject to both federal and state taxation at a corporate level. The LLC continues to operate in the United States as a partnership for U.S. federal income tax purposes. Maverick Boat Group is separately subject to U.S. federal and state income tax with respect to its net taxable income.
Income taxes are computed in accordance with ASC Topic 740, Income Taxes, and reflect the net tax effects of temporary differences between the financial reporting carrying amounts of assets and liabilities and the corresponding income tax amounts. The Company has deferred tax assets and liabilities and maintains valuation allowances where it is more likely than not that all or a portion of deferred tax assets will not be realized. To the extent the Company determines that it will not realize the benefit of some or all of its deferred tax assets, such deferred tax assets will be adjusted through the Company’s provision for income taxes in the period in which this determination is made.
As of December 31, 2023 and June 30, 2023, the Company maintained a total valuation allowance of $16,753 and $16,876, respectively, against deferred tax assets related to state net operating losses and future amortization deductions (with respect to the Section 754 election) that are reported in the Tennessee corporate tax return without offsetting income, which is taxable at the LLC. These also include a valuation allowance in the amount of $580 related to foreign tax credit carryforward that is not expected to be utilized in the future.
The Company’s consolidated interim effective tax rate is based upon expected annual income from operations, statutory tax rates and tax laws in the various jurisdictions in which the Company operates. Significant or unusual items, including those related to the change in U.S. tax law as well as other adjustments to accruals for tax uncertainties, are recognized in the quarter in which the related event occurs. On August 16, 2022, the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) was signed into law. The Inflation Reduction Act contains significant business tax provisions, including an excise tax on stock buybacks (1% for transactions beginning January 1, 2023), increased funding for IRS tax enforcement, expanded energy incentives promoting clean energy investment, and a 15% corporate minimum tax on certain large corporations. The effects of the new legislation are recognized upon enactment. The Company did not recognize any significant impact to income tax expense for the six months ended December 31, 2023 relating to the Inflation Reduction Act.
For the three months ended December 31, 2023 and 2022, the Company's effective tax rate was 27.8% and 23.5%, respectively. For the six months ended December 31, 2023 and 2022, the Company's effective tax rate was 26.0% and 23.4%, respectively. For the three months ended December 31, 2023 and 2022, the Company's effective tax rate exceeded the statutory federal income tax rate of 21% primarily due to the impact of U.S. state taxes. For the three and six months ended December 31, 2023, this increase in the effective tax rate was also driven by a shortfall expense generated by certain stock-based compensation. For the three and six months ended December 31, 2022, the increase in the effective tax rate over the statutory federal income tax rate was partially offset by a windfall benefit generated by certain stock-based compensation as well as the benefits from the foreign derived intangible income deduction, the research and development tax credit, and the impact of non-controlling interests in the LLC.
- Stock-Based Compensation
The Company adopted a long term incentive plan which became effective on January 1, 2014, and reserves for issuance up to 1,700,000 shares of Malibu Boats, Inc. Class A Common Stock for the Company’s employees, consultants, members of its board of directors and other independent contractors at the discretion of the compensation committee. Incentive stock awards
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authorized under the Incentive Plan include unrestricted shares of Class A Common Stock, stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent awards and performance awards. As of December 31, 2023,204,722 shares remain available for future issuance under the long term incentive plan.
On November 6, 2023, under the Incentive Plan, Malibu Boats, Inc. granted approximately 79,000 restricted service-based stock units and 35,000 restricted service-based stock awards to employees. The grant date fair value of these awards was $5,116 based on a stock price of $44.87 per share on the date of grant. Approximately 70% of the awards vest ratably over three years and approximately 30% of the awards vest ratably over four years. Stock-based compensation expense attributable to the service-based units and awards is amortized on a straight-line basis over the requisite service period.
On November 6, 2023, under the Incentive Plan, Malibu Boats, Inc. granted to employees a target amount of approximately 26,000 restricted stock awards with a performance condition. The number of shares that will ultimately be issued, if any, is based on the attainment of a specified amount of earnings during the fiscal year ending June 30, 2026. The maximum number of shares that can be issued if an elevated earnings target is met is approximately 39,000. The grant date fair value of the awards were estimated to be $1,167, based on a stock price of $44.87. These shares are not expected to vest based on the expectation that the related performance criteria will not be met. Compensation costs associated with the performance awards are recognized over the requisite service period based on probability of achievement in accordance with ASC Topic 718, Compensation—Stock Compensation.
On November 6, 2023, under the Incentive Plan, Malibu Boats, Inc. granted to employees a target amount of approximately 26,000 stock awards with a market condition. The number of shares that will ultimately be issued, if any, is based on a total shareholder return ("TSR") computation that involves comparing the movement in Malibu Boats, Inc.'s stock price to movement in a market index from the grant date through November 6, 2026. The maximum number of shares that can be issued if an elevated TSR target is met is approximately 52,000. The grant date fair value of the awards were estimated to be $1,284, which is estimated using a Monte Carlo simulation. The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award grant and calculates the fair market value for the stock award. Compensation costs are recognized over the requisite service period based on probability of achievement in accordance with ASC Topic 718, Compensation—Stock Compensation.
On November 27, 2023, under the Incentive Plan, Malibu Boats, Inc. grantedtwo awards to its newly-appointed Chief Financial Officer. Thetwo service-based stock awards include approximately 7,000 units that will vest overtwo years and approximately 6,000 units that will vest over four years. The combined grant date fair value of these awards was $600 based on a stock price of $44.85 per share on the date of grant.
The following is a summary of the changes in the Company's stock options for the six months ended December 31, 2023:
| Shares | Weighted-Average Exercise Price/Share | |
|---|---|---|
| Total outstanding options as of June 30, 2023 | 17,973 | $37.55 |
| Options granted | — | — |
| Options exercised | — | — |
| Outstanding options as of December 31, 2023 | 17,973 | 37.55 |
| Exercisable as of December 31, 2023 | 17,973 | $37.55 |
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The following is a summary of the changes in non-vested restricted stock units and restricted stock awards for the six months ended December 31, 2023:
| 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 as of June 30, 2023 | 324,824 | $57.98 |
| Granted | 230,031 | 44.95 |
| Vested | (91,683) | 54.79 |
| Forfeited | (24,983) | 54.57 |
| Total Non-vested Restricted Stock Units and Restricted Stock Awards as of December 31, 2023 | 438,189 | $52.00 |
Stock-based compensation expense attributable to the Company's share-based equity awards was $(137) and$2,016 for the three months ended December 31, 2023 and 2022, respectively and $1,323 and $3,651 for the six months ended December 31, 2023 and 2022, respectively. During the three months ended December 31, 2023, the Company determined achievement of the fiscal year 2022 and fiscal year 2023 performance based awards to be improbable. As a result, the Company reversed approximately $1,600 in previously recognized stock-based compensation expense. Stock-based compensation expense attributed toshare-based equity awards issued under the Incentive Plan is recognized on a straight-line basis over the terms of the respective awards and is included in general and administrative expense in the Company's unaudited interim condensed consolidated statements of operations and comprehensive income. Awards vesting during the three and six months ended December 31, 2023 include 10,675 and 11,477 fully vested restricted stock units issued to non-employee directors for their service as directors for the Company.
- Net Earnings Per Share
Basic net income per share of Class A Common Stock is computed by dividing net income attributable to the Company's earnings by the weighted-average number of shares of Class A Common Stock outstanding during the period. The weighted-average number of shares of Class A Common Stock outstanding used in computing basic net income per share includes fully vested restricted stock units awarded to directors that are entitled to participate in distributions to common stockholders through receipt of additional units of equivalent value to the dividends paid to Class A Common Stock holders.
Diluted net income per share of Class A Common Stock is computed similarly to basic net income per share except the weighted-average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents using the treasury method, if dilutive. The Company's LLC Units and non-qualified stock options are considered common stock equivalents for this purpose. The number of additional shares of Class A Common Stock related to these common stock equivalents and stock options are calculated using the treasury stock method.
Stock awards with a performance condition that are based on the attainment of a specified amount of earnings are only included in the computation of diluted earnings per share to the extent that the performance condition would be achieved based on the current amount of earnings, and only if the effect would be dilutive.
Stock awards with a market condition that are based on the performance of the Malibu Boats, Inc.'s stock price in relation to a market index over a specified time period are only included in the computation of diluted earnings per share to the extent that the shares would be issued based on the current market price of the Malibu Boats, Inc.'s stock in relation to the market index, and only if the effect would be dilutive.
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Basic and diluted net income per share of Class A Common Stock has been computed as follows (in thousands, except share and per share amounts):
| Three Months Ended December 31, | Six Months Ended December 31, | |||
|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |
| Basic: | ||||
| Net income attributable to Malibu Boats, Inc. | $9,881 | $35,162 | $30,140 | $70,045 |
| Shares used in computing basic net income per share: | ||||
| Weighted-average Class A Common Stock | 20,103,458 | 20,149,634 | 20,212,849 | 20,182,696 |
| Weighted-average participating restricted stock units convertible into Class A Common Stock | 272,292 | 254,949 | 268,270 | 249,520 |
| Basic weighted-average shares outstanding | 20,375,750 | 20,404,583 | 20,481,119 | 20,432,216 |
| Basic net income per share | $0.49 | $1.73 | $1.47 | $3.43 |
| Diluted: | ||||
| Net income attributable to Malibu Boats, Inc. | $9,881 | $35,162 | $30,140 | $70,045 |
| Shares used in computing diluted net income per share: | ||||
| Basic weighted-average shares outstanding | 20,375,750 | 20,404,583 | 20,481,119 | 20,432,216 |
| Restricted stock units granted to employees | 24,108 | 49,725 | 44,613 | 64,419 |
| Stock options granted to employees | 3,899 | 11,889 | 4,654 | 13,289 |
| Market performance awards granted to employees | 46,447 | 49,828 | 36,832 | 49,828 |
| Diluted weighted-average shares outstanding 1 | 20,450,204 | 20,516,025 | 20,567,218 | 20,559,752 |
| Diluted net income per share | $0.49 | $1.72 | $1.47 | $3.41 |
1 The Company excluded (i)597,673 and 761,150 potentially dilutive shares from the calculation of diluted net income per share for the three months ended December 31, 2023 and 2022, respectively, and (ii)533,968 and 761,150 potentially dilutive shares from the calculation of diluted net income per share for thesix months ended December 31, 2023 and 2022, respectively.
The shares of Class B Common Stock do not share in the earnings or losses of Malibu Boats, Inc. and are therefore not included in the calculation. Accordingly, basic and diluted net income per share of Class B Common Stock have not been presented.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.