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Acquisitions
12 Months Ended
Jun. 30, 2020
Business Combinations [Abstract]  
Acquisitions Acquisitions
Pursuit
On October 15, 2018, the Company completed its acquisition of the assets of Pursuit. The aggregate purchase price for the transaction was $100,073, funded with cash and borrowings under the Company's credit agreement. The aggregate purchase price was subject to certain adjustments, including customary adjustments for the amount of working capital in the business at the closing date. The Company accounted for the transaction in accordance with ASC 805, Business Combinations.
The total consideration given to the former owners of Pursuit has been allocated to the assets acquired and liabilities assumed based on estimates of fair value as of the date of the acquisition. The measurements of fair value were determined based upon estimates utilizing the assistance of third party valuation specialists.
The following table summarizes the purchase price allocation based on the estimated fair values of the assets acquired and liabilities of Pursuit assumed at the acquisition date:
Consideration:
Cash consideration paid$100,073 
Recognized amounts of identifiable assets acquired and liabilities assumed, at fair value:
Inventories$8,332 
Other current assets350 
Property, plant and equipment17,454 
Identifiable intangible assets57,900 
Current liabilities(3,488)
Fair value of assets acquired and liabilities assumed80,548 
Goodwill19,525 
Total purchase price$100,073 
The fair value estimates for the Company's identifiable intangible assets acquired as part of the acquisition are as follows:
Estimates of Fair ValueEstimated Useful Life (in years)
Definite-lived intangibles:
Dealer relationships$25,400 20
Total definite-lived intangibles25,400 
Indefinite-lived intangible:
Trade name32,500 
Total other intangible assets$57,900 
The value allocated to inventories reflects the estimated fair value of the acquired inventory based on the expected sales price of the inventory, less an estimated cost to complete and a reasonable profit margin. The fair value of the identifiable intangible assets were determined based on the following approaches:
Dealer Relationships - The value associated with Pursuit's dealer relationships is attributed to its long standing dealer distribution network. The estimate of fair value assigned to this asset was determined using the income approach, which requires an estimate or forecast of the expected future cash flows from the dealer relationships through the application of the multi-period excess earnings approach. The estimated remaining useful life of dealer relationships is approximately twenty years.
Trade Name - The value attributed to Pursuit's trade name was determined using a variation of the income approach called the relief from royalty method, which requires an estimate or forecast of the expected future cash flows. The trade name has an indefinite life.
The fair value of the definite-lived intangible assets are being amortized using the straight-line method to general and administrative expenses over their estimated useful lives. Indefinite-lived intangible assets are not amortized, but instead are evaluated for potential impairment on an annual basis in accordance with the provisions of ASC Topic 350, Intangibles—Goodwill and Other. The weighted average useful life of identifiable definite-lived intangible assets acquired was 20 years. Goodwill of $19,525 arising from the acquisition consists of expected synergies and cost savings as well as intangible assets that do not qualify for separate recognition. The indefinite-lived intangible asset and goodwill acquired are expected to be deductible for income tax purposes.
Acquisition-related costs of $2,848 and $329 incurred by the Company for fiscal years ended June 30, 2019 and 2018, respectively, related to the Pursuit acquisition, were expensed in the period incurred, and are included in general and administrative expenses in the consolidated statement of operations and comprehensive income.
Pro Forma Financial Information (unaudited):
The following unaudited pro forma consolidated results of operations for the fiscal years ended June 30, 2020 and 2019, assumes that the acquisition of Pursuit occurred as of July 1, 2017. The unaudited pro forma financial information combines historical results of Malibu and Pursuit, with adjustments for depreciation and amortization attributable to preliminary fair value estimates on acquired tangible and intangible assets for the respective periods. Non-recurring pro forma adjustments associated with the fair value step up of inventory were included in the reported pro forma cost of sales and earnings. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal year 2018 or the results that may occur in the future:
Fiscal Year Ended June 30,
202020192018
Net sales$653,163 $725,658 $620,908 
Net income 64,656 73,672 33,618 
Net income attributable to Malibu Boats, Inc.61,562 69,830 29,871 
Basic earnings per share$2.98 $3.35 $1.48 
Diluted earnings per share$2.95 $3.33 $1.47 
Cobalt
On July 6, 2017, the Company completed its acquisition of Cobalt. The aggregate purchase price for the transaction was $130,525, consisting of $129,525 funded with cash and borrowings under the Company's credit agreement and $1,000 in equity equal to 39,262 shares of the Company's Class A Common Stock based on a closing stock price of $25.47 per share on June 27, 2017. The aggregate purchase price was subject to certain adjustments, including customary adjustments for the amount of working capital in the business at the closing date and subject to adjustment for any judgment or settlement in connection with a pending litigation matter between Cobalt and Sea Ray Boats, Inc. and Brunswick Corporation. William Paxson St. Clair, Jr., a former owner of Cobalt, was appointed as a director to the Company's Board of Directors and as President of Cobalt. The Company accounted for the transaction in accordance with ASC 805, Business Combinations.
The total consideration given to the former members of Cobalt has been allocated to the assets acquired and liabilities assumed based on estimated fair values as of the date of the acquisition. The measurements of fair value were determined based upon estimates utilizing the assistance of third party valuation specialists.
The following table summarizes the purchase price allocation based on the estimated fair values of the assets acquired and liabilities of Cobalt assumed at the acquisition date:
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 receivables2,329 
Inventories14,343 
Other current assets363 
Property, plant, and equipment12,934 
Identifiable intangible assets89,900 
Current liabilities(13,108)
Fair value of assets acquired and liabilities assumed110,734 
Goodwill19,791 
Total purchase price$130,525 
The fair value estimates for the Company's identifiable intangible assets acquired as part of the acquisition are as follows:
Estimates of Fair ValueEstimated Useful Life (in years)
Definite-lived intangibles
Dealer relationships$56,300 20
Patent2,600 15
Total definite-lived intangibles58,900 
Indefinite-lived intangible:
Trade name31,000 
Total other intangible assets$89,900 
The value allocated to inventories reflects the estimated fair value of the acquired inventory based on the expected sales price of the inventory, less an estimated cost to complete and a reasonable profit margin. The fair value of the identifiable intangible assets were determined based on the following approaches:
Dealer Relationships - The value associated with Cobalt's dealer relationships is attributed to its long standing dealer distribution network. The estimate of fair value assigned to this asset was determined using the income approach, which requires an estimate or forecast of the expected future cash flows from the dealer relationships through the application of the multi-period excess earnings approach. The estimated remaining useful life of dealer relationships is approximately twenty years.
Patent - The value associated with the patented technology was based on financial projections and the patent's estimated remaining legal life of approximately fifteen years using a variation of the income approach called the royalty savings method.
Trade Name - The value attributed to Cobalt's trade name was determined using a variation of the income approach called the relief from royalty method, which requires an estimate or forecast of the expected future cash flows. The trade name has an indefinite life.
The fair value of the definite-lived intangible assets are being amortized using the straight-line method to general and administrative expenses over their estimated useful lives. Indefinite-lived intangible assets are not amortized, but instead are evaluated for potential impairment on an annual basis in accordance with the provisions of ASC Topic 350, Intangibles—Goodwill and Other. The weighted average useful life of identifiable definite-lived intangible assets acquired was 19.8 years. Goodwill of $19,791 arising from the acquisition consists of expected synergies and cost savings as well as intangible assets that do not qualify for separate recognition. The indefinite-lived intangible asset and goodwill acquired are deductible for income tax purposes.
Acquisition-related costs of $489 and $3,056 incurred by the Company for fiscal years ended June 30, 2019 and 2018, were expensed as incurred, and are included in general and administrative expenses in the consolidated statements of operations and comprehensive income.
Pro Forma Financial Information (unaudited):
The following unaudited pro forma consolidated results of operations for the fiscal years ended June 30, 2020, 2019 and 2018, assumes that the acquisition of Cobalt occurred as of July 1, 2017. The unaudited pro forma consolidated financial information combines historical results of Malibu and Cobalt, with adjustments for depreciation and amortization attributable to preliminary fair value estimates on acquired tangible and intangible assets for the respective periods. Non-recurring pro forma adjustments associated with the fair value step up of inventory were included in the reported pro forma cost of sales and earnings. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal year 2018 or the results that may occur in the future:
Fiscal Year Ended June 30,
202020192018
Net sales$653,163 $684,016 $497,002 
Net income64,656 69,701 30,696 
Net income attributable to Malibu Boats, Inc.61,562 66,066 27,361 
Basic earnings per share$2.98 $3.17 $1.36 
Diluted earnings per share$2.95 $3.15 $1.35