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Acquisitions | 12 Months Ended
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Jun. 30, 2021
Business Combination and Asset Acquisition [Abstract] |
Acquisitions | Acquisitions Maverick Boat Group On December 31, 2020, the Company completed its acquisition of all the outstanding stock of Maverick Boat Group. The aggregate purchase price for the transaction was $150,675, funded with cash and borrowings under the Company's credit facilities. The aggregate purchase price was subject to certain adjustments, including customary adjustments for the amount of cash, indebtedness and working capital in the business at the closing date and subject to adjustment for certain capital expenditures made by Maverick Boat Group prior to closing at the Company’s request. The Company accounted for the transaction in accordance with ASC Topic 805, Business Combinations. The total consideration given to the stockholders of Maverick Boat Group 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 assumed at the acquisition date:
Consideration: |
Cash consideration paid | $ | 150,675 |
Recognized preliminary amounts of identifiable assets acquired and (liabilities assumed), at fair value: |
Cash | $ | 248 |
Accounts receivable | 3,204 |
Inventories | 7,756 |
Other current assets | 194 |
Property, plant and equipment | 22,618 |
Identifiable intangible assets | 102,600 |
Other assets | 4,410 |
Current liabilities | (6,611) |
Deferred tax liabilities | (28,528) |
Other liabilities | (4,405) |
Fair value of assets acquired and liabilities assumed | 101,486 |
Goodwill | 49,189 |
Total purchase price | $ | 150,675 |
The fair value estimates for the Company's identifiable intangible assets acquired as part of the acquisition are as follows:
| Estimates of Fair Value |  | Estimated Useful Life (in years)
Definite-lived intangibles: |  |  |
Dealer relationships | $ | 47,900 |  |  | 20
Total definite-lived intangibles | 47,900 |  |  |
Indefinite-lived intangible: |  |  |
Trade name | 54,700 |  |  |
Total other intangible assets | $ | 102,600 |  |  |
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 Maverick Boat Group'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 20 years. Trade Name - The value attributed to Maverick Boat Group's trade names 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 amortization 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 $49,189 arising from the acquisition consists of expected synergies and cost savings as well as intangible assets that do not qualify for separate recognition. Acquisition-related costs of $2,648, w hich were incurred by the Company in the fiscal year ended June 30, 2021 related to the Maverick Boat Group 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, 2021 and 2020, assumes that the acquisition of Maverick Boat Group occurred as of July 1, 2019. The unaudited pro forma financial information combines historical results of Malibu and Maverick Boat Group, with adjustments for depreciation and amortization attributable to 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 2020 or the results that may occur in the future:
| Fiscal Year Ended June 30,
| 2021 |  | 2020
Net sales | $ | 982,535 |  |  | $ | 774,126 |
Net income | 116,598 |  |  | 69,907 |
Net income attributable to Malibu Boats, Inc. | 112,104 |  |  | 66,671 |
Basic earnings per share | $ | 5.40 |  |  | $ | 3.23 |
Diluted earnings per share | $ | 5.34 |  |  | $ | 3.20 |
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 Topic 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 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 |
The fair value estimates for the Company's identifiable intangible assets acquired as part of the acquisition are as follows:
| 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 |  |  |
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 incurred by the Company for fiscal year ended June 30, 2019, 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, 2021, 2020 and 2019, assumes that the acquisition of Pursuit occurred as of July 1, 2018. The unaudited pro forma financial information combines historical results of Malibu and Pursuit, with adjustments for depreciation and amortization attributable to 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,
| 2021 |  | 2020 |  | 2019
Net sales | $ | 926,515 |  |  | $ | 653,163 |  |  | $ | 725,658 |
Net income | 114,282 |  |  | 64,656 |  |  | 73,672 |
Net income attributable to Malibu Boats, Inc. | 109,841 |  |  | 61,562 |  |  | 69,830 |
Basic earnings per share | $ | 5.29 |  |  | $ | 2.98 |  |  | $ | 3.35 |
Diluted earnings per share | $ | 5.23 |  |  | $ | 2.95 |  |  | $ | 3.33 |

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- References No definition available. + Details
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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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