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Acquisitions | 6 Months Ended
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Dec. 31, 2020
Business Combinations [Abstract] |
Acquisitions | Acquisitions 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 preliminary estimates of fair value as of the date of the acquisition. The preliminary measurements of fair value were determined based upon estimates utilizing the assistance of third party valuation specialists, and are subject to change within the measurement period (up to one year from the acquisition date). The Company expects appraisals of tangible and intangible assets and working capital adjustments to be finalized during the second half of fiscal 2021. The following table summarizes the preliminary 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 preliminary 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 intangible assets | $ | 102,600 |  |  |
The preliminary 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 twenty 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 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 $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 $2,577, w hich were incurred by the Company in the first six months of fiscal year 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 for the six months ended December 31, 2020. Pro Forma Financial Information (unaudited): The following unaudited pro forma consolidated results of operations for the three and six months ended December 31, 2020 and 2019, assumes that the acquisition of Maverick Boat Group occurred as of July 1, 2019. The unaudited interim pro forma financial information combines historical results of Malibu and Maverick Boat Group, 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 interim 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:
| Three Months Ended December 31, |  | Six Months Ended December 31,
| 2020 |  | 2019 |  | 2020 |  | 2019
Net sales | $ | 224,348 |  |  | $ | 211,113 |  |  | $ | 432,651 |  |  | $ | 417,001 |
Net income | 23,287 |  |  | 19,102 |  |  | 46,500 |  |  | 36,200 |
Net income attributable to Malibu Boats, Inc. | 22,335 |  |  | 18,179 |  |  | 44,572 |  |  | 34,457 |
Basic earnings per share | $ | 1.08 |  |  | $ | 0.88 |  |  | $ | 2.16 |  |  | $ | 1.66 |
Diluted earnings per share | $ | 1.06 |  |  | $ | 0.88 |  |  | $ | 2.13 |  |  | $ | 1.66 |

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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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- References No definition available. + Details
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