Delaware | 5075 Kimberly Way Loudon, Tennessee 37774 | 46-4024640 | ||
(State or other jurisdiction of incorporation or organization) | (Address of principal executive offices, including zip code) | (I.R.S. Employer Identification No.) | ||
(865) 458-5478 | ||||
(Registrant’s telephone number, including area code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Exhibit No. | Description | |
Exhibit 2.1 | Share Sale Agreement, dated October 2, 2014 among Malibu Australian Acquisition Corp., Malibu Boats, Inc., Xavier Stuart West and Malibu Boats Pty Ltd. (incorporated herein by reference to Exhibit 2.1 to Malibu Boats, Inc.’s Current Report on Form 8-K filed on October 3, 2014). | |
Exhibit 23.1 | Consent of RSM Bird Cameron Partners, independent auditor for Malibu Boats Pty Ltd. | |
Exhibit 99.1 | Audited Consolidated Financial Statements of Malibu Boats Pty Ltd. as of June 30, 2014 and for the years ended June 30, 2014 and 2013. | |
Exhibit 99.2 | Unaudited Consolidated Pro Forma Financial Information as of and for the year ended June 30, 2014 with respect to the Company’s acquisition of Malibu Boats Pty Ltd. |
Malibu Boats, Inc. | ||
Date: October 30, 2014 | /s/ Jack Springer | |
Jack Springer | ||
Chief Executive Officer |
/s/ RSM Bird Cameron |
/s/ R B Miano |
MALIBU BOATS PTY LTD | ||
Audit's Independence Declaration | 2 | |
Independent Audit Report | 3 | |
Statement of Profit and Loss and Other Comprehensive Income | 5 | |
Statement of Financial Position | 6 | |
Statement of Changes in Equity | 7 | |
Statement of Cash Flows | 8 | |
Notes to the Financial Statements | 9 |
/s/ RSM Bird Cameron |
/s/ R B Miano |
(a) | the financial report presents fairly, in all material respects, the financial position of Malibu Boats Pty Ltd as at 30 June 2014 and 2013 and its financial performance and cash flows for each of the years then ended in accordance with Australian Accounting Standards; |
(b) | the financial report also complies with International Financial Reporting Standards as issued by the IASB, as disclosed in Note 1; and |
(c) | the financial report Note 1 accurately describes the differences between the financial statements presented in accordance with International Financial Reporting Standards and the financial statements if they were presented in accordance with Generally Accepted Accounting Principles in the United States of America. |
/s/ RSM Bird Cameron |
/s/ R B Miano |
MALIBU BOATS PTY LTD | ||
Notes | 2014 | 2013 | |||
$ | $ | ||||
Revenue | 2 | 22,736,196 | 20,968,488 | ||
Cost of sales | (13,863,075) | (13,368,287) | |||
8,873,121 | 7,600,201 | ||||
Other income | 2 | 185,753 | 300,096 | ||
Employee benefits expense | (3,716,323) | (3,500,919) | |||
Finance Costs | (171,246) | (177,212) | |||
Licences and royalties expense | (693,860) | (639,847) | |||
Depreciation expense | (309,130) | (224,628) | |||
Occupancy expenses | (336,520) | (331,094) | |||
Other expenses | (667,384) | (672,828) | |||
Profit/(Loss) before income tax | 3 | 3,164,412 | 2,353,769 | ||
Income tax expense | 4 | (1,062,451) | (786,541) | ||
Profit/(Loss) for the year | 2,101,961 | 1,567,228 | |||
Other comprehensive income for the year | — | — | |||
Total comprehensive income/(loss) for the year | 2,101,961 | 1,567,228 | |||
MALIBU BOATS PTY LTD | ||
Notes | 2014 | 2013 | |||
$ | $ | ||||
Assets | |||||
Current Assets | |||||
Cash and cash equivalents | 8 | 5,358,912 | 6,363,304 | ||
Trade receivables | 9 | 706,607 | 92,476 | ||
Related party receivables | 9 | 1,911,445 | 1,252,756 | ||
Inventories | 10 | 4,544,288 | 3,745,893 | ||
Other assets | 11 | 35,123 | 26,955 | ||
Total Current Assets | 12,556,375 | 11,481,384 | |||
Non-Current Assets | |||||
Plant and equipment | 12 | 1,212,927 | 1,506,588 | ||
Intangible assets | 13 | 9,425 | 9,425 | ||
Deferred tax assets | 14 | 256,032 | 238,327 | ||
Total Non-Current Assets | 1,478,384 | 1,754,340 | |||
Total Assets | 14,034,759 | 13,235,724 | |||
Liabilities | |||||
Current Liabilities | |||||
Trade payables | 15 | 786,721 | 2,022,127 | ||
Related party payables | 15 | — | 557,089 | ||
Borrowings | 16 | 655,695 | — | ||
Provisions | 17 | 694,722 | 633,777 | ||
Current tax liabilities | 14 | 450,224 | 138,822 | ||
Other liabilities | 18 | 15,000 | 18,443 | ||
Total Current Liabilities | 2,602,362 | 3,370,259 | |||
Non-Current Liabilities | |||||
Provisions | 17 | 11,190 | 11,430 | ||
Total Non-Current Liabilities | 11,190 | 11,430 | |||
Total Liabilities | 2,613,552 | 3,381,689 | |||
Net Assets | 11,421,207 | 9,854,035 | |||
Equity | |||||
Issued capital | 19 | 10 | 10 | ||
Retained profits | 11,421,197 | 9,854,025 | |||
Total Equity | 11,421,207 | 9,854,035 |
MALIBU BOATS PTY LTD | ||
Notes | Issued capital | Retained earnings | Total Equity | ||||
$ | $ | $ | |||||
Balance at 1 July 2012 | 10 | 9,399,351 | 9,399,361 | ||||
Profit for the year | 1,567,228 | 1,567,228 | |||||
Other comprehensive income for the year | — | — | |||||
Dividends paid | 7 | (1,112,554) | (1,112,554) | ||||
Balance at 30 June 2013 | 10 | 9,854,025 | 9,854,035 | ||||
Balance at 1 July 2013 | 10 | 9,854,025 | 9,854,035 | ||||
Profit for the year | 2,101,961 | 2,101,961 | |||||
Other comprehensive income for the year | — | — | |||||
Dividends paid | 7 | (534,789) | (534,789) | ||||
Balance at 30 June 2014 | 10 | 11,421,197 | 11,421,207 |
MALIBU BOATS PTY LTD | ||
Notes | 2014 | 2013 | ||||
$ | $ | |||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
Receipts from customers | 24,120,922 | 22,988,477 | ||||
Payments to suppliers and employees | (23,215,326) | (19,832,117) | ||||
Interest received | 143,204 | 248,263 | ||||
Finance costs | (171,246) | (177,212) | ||||
Income tax paid | (768,754) | (698,438) | ||||
Net cash provided by/(used in) operating activities | 22(b) | 108,800 | 2,528,973 | |||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
Proceeds from sale of plant and equipment | 363,394 | 68,018 | ||||
Purchase of plant and equipment | (735,350) | (879,216) | ||||
Net cash provided by/(used in) investing activities | (371,956) | (811,197) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
Proceeds from borrowings | 655,695 | — | ||||
Loans (to)/from related parties | (862,143) | 734,184 | ||||
Payment of dividends | (534,789) | (1,112,554) | ||||
Net cash provided by/(used in) financing activities | (741,237) | (378,370) | ||||
Net increase/(decrease) in cash and cash equivalents held | (1,004,392) | 1,339,405 | ||||
Cash and cash equivalents at beginning of year | 6,363,304 | 5,023,899 | ||||
Cash and cash equivalents at end of year | 22(a) | 5,358,912 | 6,363,304 |
MALIBU BOATS PTY LTD | ||
MALIBU BOATS PTY LTD | ||
MALIBU BOATS PTY LTD | ||
MALIBU BOATS PTY LTD | ||
MALIBU BOATS PTY LTD | ||
MALIBU BOATS PTY LTD | ||
MALIBU BOATS PTY LTD | ||
i. | AASB 13 Fair Value Measurement and AASB 2011-8 Amendments to Australian Accounting Standards arising from AASB 13. |
ii. | AASB 119 Employee Benefits (September 2011) and AASB 2011-10 Amendments to Australian Accounting Standards arising from AASB 119 (September 2011). |
Reference | Title | Summary | Application date (financial years beginning) |
AASB 9 | Financial Instruments | Replaces the requirements of AASB 139 for the classification and measurement of financial assets. This is the result of the first part of Phase 1 of the IASB’s project to replace IAS 39. | 1 January 2015 (Changed to 1 January 2017 by AASB 2013-9C) |
2009-11 | Amendments to Australian Accounting Standards arising from AASB 9 | Amends AASB 1, 3, 4, 5, 7, 101, 102, 108, 112, 118, 121, 127, 128, 131, 132, 136, 139, 1023 and 1038 and Interpretations 10 and 12 as a result of the issuance of AASB 9. | 1 January 2015 |
MALIBU BOATS PTY LTD | ||
Reference | Title | Summary | Application date (financial years beginning) |
2010-7 | Amendments to Australian Accounting Standards arising from AASB 9 (December 2010) | Amends AASB 1, 3, 4, 5, 7, 101, 102, 108, 112, 118, 120, 121, 127, 128, 131, 132, 136, 137, 139, 1023 & 1038 and Interpretations 2, 5, 10, 12, 19 & 127 for amendments to AASB 9 in December 2010 | 1 January 2015 |
AASB 14 | Regulatory Deferral Accounts | Specifies the financial reporting requirements for regulatory deferral account balances that arise when an entity provides goods or services to customers at a price or rate that is subject to rate regulation. | 1 January 2016 |
2012-3 | Amendments to Australian Accounting Standards – Offsetting Financial Assets and Financial Liabilities | This Standard adds application guidance to AASB 132 to address inconsistencies identified in applying some of the offsetting criteria of AASB 132. | 1 January 2014 |
2013-4 | Amendments to Australian Accounting Standards – Novation of Derivatives and Continuation of Hedge Accounting | This Standard amends AASB 139 to permit the continuation of hedge accounting in circumstances where a derivative, which has been designated as a hedging instrument, is novated from one counterparty to a central counterparty as a consequence of laws or regulations. | 1 January 2014 |
2013-9B | Amendments to Australian Accounting Standards – Conceptual Framework, Materiality and Financial Instruments | Part B of 2013-9 makes amendments to particular Australian Accounting Standards to delete references to AASB 1031, and makes various editorial corrections to Australian Accounting Standards. | 1 January 2014 |
2013-9C | Amendments to Australian Accounting Standards – Conceptual Framework, Materiality and Financial Instruments | Part C of AASB 2013-9 amends AASB 9 to add Chapter 6 Hedge accounting, to permit “own credit risk” requirements to be applied without applying the other requirements of AASB 9 at the same time, to amend the mandatory effective date of AASB 9 to 1 January 2017 and to amend the reduced disclosure requirements for AASB 7 and AASB 101. | 1 January 2015 |
MALIBU BOATS PTY LTD | ||
Reference | Title | Summary | Application date (financial years beginning) |
2014-1A | Amendments to Australian Accounting Standards | Part A of 2014-1 amends various standards as a result of the annual improvements process | 1 July 2014 |
2014-1B | Amendments to Australian Accounting Standards | Part B of AASB 2014-1 makes amendments to AASB 119 Employee Benefits in relation to the requirements for contributions from employees or third parties that are linked to service. | 1 July 2014 |
2014-1C | Amendments to Australian Accounting Standards | Part C of AASB 2014-1 makes amendments to particular Australian Accounting Standards to delete their references to AASB 1031. | 1 July 2014 |
2014-1D | Amendments to Australian Accounting Standards | Part D of AASB 2014-1 makes amendments to AASB 1 First-time Adoption of Australian Accounting Standards, which arise from the issuance of AASB 14 Regulatory Deferral Accounts in June 2014. | 1 July 2014 |
AASB 1031 | Materiality | Re-issuance of AASB 1031 | 1 January 2014 |
MALIBU BOATS PTY LTD | ||
2014 | 2013 | ||
$ | $ | ||
NOTE 2. REVENUE AND OTHER INCOME | |||
Revenue: | |||
Sale of goods | 22,736,196 | 20,968,488 | |
Other income: | |||
Interest income | 143,204 | 248,263 | |
Sundry income | 42,549 | 51,833 | |
22,921,949 | 21,268,584 | ||
NOTE 3. PROFIT/(LOSS) FOR THE YEAR | |||
Profit for the year has been arrived at after charging the | |||
following items of expense: | |||
Loss on disposal of assets | 2,851 | 29,851 | |
NOTE 4. INCOME TAX EXPENSE | |||
The components of tax expense comprise: | |||
Current tax | 1,080,156 | 811,050 | |
Deferred tax | (17,705) | (24,509) | |
1,062,451 | 786,541 | ||
The prima facie tax on profit form ordinary activities before | |||
income tax is reconciled to the income tax as follows: | |||
Prima facie tax payable on profit form ordinary activities before | |||
income tax at 30% (2013: 30%) | 949,324 | 706,131 | |
Add tax effect of: | |||
- other non-allowable items | 113,128 | 80,410 | |
Income tax attributable to entity | 1,062,451 | 786,541 | |
The applicable weighted average effective tax rates are as | 34% | 33% | |
follows: |
MALIBU BOATS PTY LTD | ||
2014 | 2013 | ||
$ | $ | ||
Note 5. KEY MANAGEMENT PERSONNEL | |||
COMPENSATION | |||
The totals of remuneration paid to key management personnel (KMP) of the Group during the year are as follows: | |||
Short-term employee benefits | 731,634 | 653,508 | |
For details of other transactions with KMP, refer to Note 24: | |||
Related Party Transactions. | |||
NOTE 6. AUDITORS' REMUNERATION | |||
Remuneration of the auditor for: | |||
Auditing the financial statements | 35,000 | 35,000 | |
Taxation services | 8,000 | 8,000 | |
43,000 | 43,000 | ||
NOTE 7. DIVIDENDS | |||
Distributions paid: | |||
Declared dividend franked at the tax rate of 30% (2013: 30%) | 534,789 | 1,112,554 | |
NOTE 8. CASH AND CASH EQUIVALENTS | |||
Cash at bank | 1,975,116 | 3,052,869 | |
Short-term bank deposits | 3,383,796 | 3,310,435 | |
5,358,912 | 6,363,304 | ||
The effective interest rate on short-term bank deposits was 3.85% (2013: 4.42%); these deposits have an average maturity of between 6 months to 1 year. |
MALIBU BOATS PTY LTD | ||
2014 | 2013 | ||
$ | $ | ||
NOTE 9. TRADE AND RELATED PARTY RECEIVABLES | |||
Trade receivables | 706,607 | 92,476 | |
Receivables from related entities | 1,911,445 | 1,252,756 |
Past Due but Not Impaired | |||||||||||||
Gross Amount | Past Due and Impaired | <30 days | 31-60 days | 61-90 days | 90 days | Within Initial Trade Terms | |||||||
$ | $ | $ | $ | $ | $ | $ | |||||||
2014 | |||||||||||||
Trade receivables | 706,607 | — | 14,609 | 11,430 | 5,625 | — | 674,943 | ||||||
Receivables from related entities | 1,911,445 | — | — | — | — | — | 1,911,445 | ||||||
2,618,052 | — | 14,609 | 11,430 | 5,625 | — | 2,586,388 | |||||||
2013 | |||||||||||||
Trade receivables | 92,476 | — | 7,840 | 5,461 | 14,413 | — | 64,762 | ||||||
Receivables from related entities | 1,252,756 | — | — | — | — | — | 1,252,756 | ||||||
1,345,232 | — | 7,840 | 5,461 | 14,413 | — | 1,317,518 |
MALIBU BOATS PTY LTD | ||
2014 | 2013 | ||
$ | $ | ||
NOTE 10. INVENTORIES | |||
At cost: | |||
Raw materials | 4,287,104 | 3,713,591 | |
Work in progress | 150,822 | 125,685 | |
Finished goods | 281,187 | 81,442 | |
Less provision of obsolescence | (174,825) | (174,825) | |
4,544,288 | 3,745,893 | ||
NOTE 11. OTHER ASSETS | |||
Prepayments | 27,298 | 25,609 | |
Sundry assets | 7,825 | 1,346 | |
35,123 | 26,955 | ||
NOTE 12. PLANT AND EQUIPMENT | |||
Plant & equipment at cost | 1,615,718 | 1,412,008 | |
Less accumulated depreciation | (759,037) | (768,464) | |
856,681 | 643,544 | ||
Motor vehicles at cost | 692,035 | 1,192,747 | |
Less accumulated depreciation | (335,789) | (329,702) | |
356,246 | 863,045 | ||
Total plant and equipment | 1,212,927 | 1,506,588 |
MALIBU BOATS PTY LTD | ||
NOTE 12. PLANT AND EQUIPMENT (CONT.) | |||||
Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year: | |||||
Plant & equipment at cost | Motor vehicles at cost | Total | |||
$ | $ | $ | |||
Balance at 1 July 2012 | 346,706 | 603,165 | 949,870 | ||
Additions | 430,432 | 448,784 | 879,216 | ||
Disposals | (29,942) | (67,928) | (97,870) | ||
Depreciation expense | (103,652) | (120,976) | (224,628) | ||
Balance at 30 June 2013 | 643,544 | 863,045 | 1,506,588 | ||
Balance at 1 July 2013 | 643,544 | 863,045 | 1,506,588 | ||
Additions | 735,350 | — | 735,350 | ||
Disposals | (307,525) | (412,357) | (719,882) | ||
Depreciation expense | (214,688) | (94,442) | (309,130) | ||
Balance at 30 June 2014 | 856,681 | 356,246 | 1,212,927 |
2014 | 2013 | ||
$ | $ | ||
NOTE 13. INTANGIBLE ASSETS | |||
Trademarks | 9,425 | 9,425 | |
NOTE 14. TAX | |||
Liabilities | |||
CURRENT | |||
Current tax liabilities | 450,224 | 138,822 | |
Assets | |||
NON-CURRENT | |||
Deferred tax asset | 264,221 | 246,010 | |
Deferred tax liabilities | (8,189) | (7,683) | |
256,032 | 238,327 | ||
MALIBU BOATS PTY LTD | ||
Movement in the carrying amounts for deferred tax asset and deferred tax liability between the beginning and the end of the current financial year: | |||||||
Opening Balance | (Charged)/Credited to Profit or Loss | (Charged)/Credited Directly to Equity | Closing Balance | ||||
$ | $ | $ | $ | ||||
2013 | |||||||
Deferred tax asset on: | 94,018 | 11,435 | — | 105,452 | |||
Provision - Employee benefits | 75,714 | 12,396 | — | 88,110 | |||
Provision - Warranty | 52,448 | — | — | 52,448 | |||
Provision - Stock obsolescence | 222,179 | 23,830 | — | 246,010 | |||
Deferred tax liability on: | |||||||
Prepayments | (8,362) | 679 | — | (7,683) | |||
213,818 | 24,509 | — | 238,327 | ||||
2014 | |||||||
Deferred tax asset on: | 105,452 | 8,904 | — | 114,357 | |||
Provision - Employee benefits | 88,110 | 9,307 | 97,417 | ||||
Provision - Warranty | 52,448 | — | 52,448 | ||||
Provision - Stock obsolescence | 246,010 | 18,211 | — | 264,221 | |||
Deferred tax liability on: | |||||||
Prepayments | (7,683) | (507) | (8,189) | ||||
238,327 | 17,705 | — | 256,032 | ||||
MALIBU BOATS PTY LTD | ||
2014 | 2013 | ||
$ | $ | ||
NOTE 15. TRADE PAYABLES AND RELATED PARTY | |||
PAYABLES | |||
Trade payables | 458,573 | 1,799,950 | |
Statutory payables | 285,482 | 192,410 | |
Other payables | 42,666 | 29,767 | |
786,721 | 2,022,127 | ||
Payables to related entities | — | 557,089 | |
NOTE 16. BORROWINGS | |||
Bank loan secured | 655,695 | — | |
The weighted average effective interest rate on the bank loan is 4.82% per annum (2013: N/A). | |||
Access was available at balance date to the following lines of credit: | |||
Bank loan secured | 1,000,000 | — | |
Used at balance date | 655,695 | — | |
Unused at balance date | 344,305 | ||
The bank loan is secured against the present and future rights, property and undertakings of Malibu Boats Pty Ltd. |
NOTE 17. PROVISIONS | |||
CURRENT | 369,999 | 340,078 | |
Employee benefits | 324,723 | 293,699 | |
Warranty | 694,722 | 633,777 | |
NON-CURRENT | |||
Employee benefits | 11,190 | 11,430 |
MALIBU BOATS PTY LTD | ||
NOTE 17. PROVISIONS (CONT.) | |||
Analysis of provisions: | |||
Employee benefits | Warranty | Total | |
$ | $ | $ | |
Balance at 1 July 2012 | 313,392 | 252,380 | 565,772 |
Additional provisions raised during the year | 340,078 | 91,795 | 431,873 |
Amounts used | (313,392) | (50,476) | (363,868) |
Balance at 30 June 2013 | 340,078 | 293,699 | 633,777 |
Balance at 1 July 2013 | 340,078 | 293,699 | 633,777 |
Additional provisions raised during the year | 115,281 | 89,764 | 205,045 |
Amounts used | (85,360) | (58,740) | (144,100) |
Balance at 30 June 2014 | 369,999 | 324,723 | 694,722 |
MALIBU BOATS PTY LTD | ||
2014 | 2013 | ||
$ | $ | ||
NOTE 18. OTHER LIABILITIES | |||
Deposits held | 15,000 | 18,443 | |
NOTE 19. ISSUED CAPITAL | |||
10 fully paid shares (2013: 10 fully paid ordinary shares) | 10 | 10 | |
Notes | 2014 | 2013 | ||
$ | $ | |||
Borrowings | 16 | 655,695 | — | |
Trade payables | 15 | 786,721 | 2,022,127 | |
Related party payables | 15 | — | 557,089 | |
Total debt | 1,442,416 | 2,579,216 | ||
Total equity | 11,421,207 | 9,854,035 | ||
Total capital | 12,863,623 | 12,433,251 | ||
Gearing ratio | 11% | 21% | ||
MALIBU BOATS PTY LTD | ||
2014 | 2013 | ||
$ | $ | ||
NOTE 22. CASH FLOW INFORMATION | |||
(a) Reconciliation of Cash | |||
Cash at the end of the financial year as shown in the statement | |||
Cash and cash equivalents | 5,358,912 | 6,363,304 | |
(b) Reconciliation of Cash Flow from Operations with Profit/(Loss) from Ordinary Activities after income tax: | |||
Profit/(loss) from Ordinary Activities after income tax | 2,101,961 | 1,567,228 | |
Non-cash flows in ordinary activities: | |||
Depreciation and amortisation expense | 309,130 | 224,628 | |
Loss on disposal of fixed assets | 2,851 | 29,851 | |
Changes in assets and liabilities: | |||
(Increase) / decrease in trade receivables | (614,131) | 19,141 | |
(Increase) / decrease in inventories | (798,395) | (202,943) | |
(Increase) / decrease in other assets | (8,168) | 1,597 | |
(Increase) / decrease in deferred tax assets | (17,705) | (24,509) | |
Increase/ (decrease) in trade payables | (1,235,406) | 732,669 | |
Increase/ (decrease) in current tax liabilities | 311,402 | 112,612 | |
Increase/ (decrease) in other liabilities | (3,443) | (10,737) | |
Increase/ (decrease) in provisions | 60,705 | 79,435 | |
Cash flows from operating activities | 108,800 | 2,528,973 |
MALIBU BOATS PTY LTD | ||
The following transactions occurred with related parties: | |||
2014 | 2013 | ||
$ | $ | ||
(i). Occupancy expenses | |||
A trust controlled by Xavier West, a director, and his wife leases the premises to the company. | 325,254 | 312,781 | |
(ii). Related party receivables | |||
Unsecured loans were made to companies' controlled by Xavier West, a director, and his wife. There was no interest receivable from these loans. | |||
Receivables from related entities: | |||
Beginning of the year | 1,252,756 | 1,493,470 | |
Loans advances | 658,689 | - | |
Loan repayment received | - | (240,714) | |
End of the year | 1,911,445 | 1,252,756 |
MALIBU BOATS PTY LTD | ||
2014 | 2013 | ||
$ | $ | ||
NOTE 24. RELATED PARTY TRANSACTIONS (CONT.) | |||
(iii). Related party payables | |||
Unsecured loans were received from companies' controlled by Xavier West, a director, and his wife. There was no interest payable on these loans. | |||
Payables to related entities: | |||
Beginning of the year | (557,089) | (63,620) | |
Loans advances received | - | (493,469) | |
Loan repayments made | 557,089 | - | |
End of the year | - | (557,089) |
Notes | 2014 | 2013 | |||
$ | $ | ||||
Financial assets | |||||
Cash and cash equivalents | 8 | 5,358,912 | 6,363,304 | ||
Trade receivables | 9 | 706,607 | 92,476 | ||
Related party receivables | 9 | 1,911,445 | 1,252,756 | ||
Total financial assets | 7,976,964 | 7,708,536 | |||
Financial liabilities | |||||
Trade payables | 15 | 786,721 | 2,022,127 | ||
Related party payables | 15 | - | 557,089 | ||
Borrowings | 16 | 655,695 | - | ||
Total financial liabilities | 1,442,416 | 2,579,216 |
MALIBU BOATS PTY LTD | ||
Notes | 2014 | 2013 | |||
$ | $ | ||||
Cash and cash equivalents | |||||
- AAA rated | 8 | 5,358,912 | 6,363,304 |
MALIBU BOATS PTY LTD | ||
• | preparing forward-looking cash flow analyses in relation to its operating, investing and financing activities; |
• | monitoring undrawn credit facilities; |
• | managing credit risk related to financial assets; |
• | only investing surplus cash with major financial institutions; and |
• | comparing the maturity profile of financial liabilities with the realisation profile of financial assets. |
Within 1 year | Over 1 year | Total | |||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | ||||||
$ | $ | $ | $ | $ | $ | ||||||
Financial liabilities due for payment | |||||||||||
Trade payables | 786,721 | 2,022,127 | — | — | 786,721 | 2,022,127 | |||||
Related party payables | — | 557,089 | — | — | — | 557,089 | |||||
Borrowings | 655,695 | — | — | — | 655,695 | — | |||||
Total expected outflows | 1,442,416 | 2,579,216 | — | — | 1,442,416 | 2,579,216 | |||||
Financial assets - cash flows realisable | |||||||||||
Cash and cash equivalents | 5,358,912 | 6,363,304 | — | — | 5,358,912 | 6,363,304 | |||||
Trade receivables | 706,607 | 92,476 | — | — | 706,607 | 92,476 | |||||
Related party receivables | 1,911,445 | 1,252,756 | — | — | 1,911,445 | 1,252,756 | |||||
Total anticipated inflows | 7,976,964 | 7,708,536 | — | — | 7,976,964 | 7,708,536 | |||||
Net (outflow)/inflow on financial instruments | 6,534,548 | 5,129,319 | — | — | 6,534,548 | 5,129,319 |
MALIBU BOATS PTY LTD | ||
Notes | 2014 | 2013 | ||||
$ | $ | |||||
Floating rate instruments | ||||||
Borrowings | 16 | 655,695 | — |
Notes | 2014 | 2013 | ||||
$ | $ | |||||
USD | USD | |||||
Financial assets | ||||||
Trade receivables | — | — | ||||
Financial liabilities | ||||||
Trade payables | — | 879,508 | ||||
Statement of financial position exposure | (879,508) |
MALIBU BOATS PTY LTD | ||
Profit | Equity | ||
$ | $ | ||
Year ended 30 June 2014 | |||
+/- 2% in interest rates | 55,333 | 55,333 | |
+/- 10% in foreign exchange rates | 1,063,323 | 1,063,323 | |
Year ended 30 June 2013 | |||
+/- 2% in interest rates | 113,872 | 113,872 | |
+/- 10% in foreign exchange rates | 790,241 | 790,241 | |
There have been no changes in any of the assumptions used to prepare the above sensitivity analysis from the prior year. |
Carrying | Carrying | ||||||||
Amount | Fair Value | Amount | Fair Value | ||||||
Notes | 2014 | 2014 | 2013 | 2013 | |||||
$ | $ | $ | $ | ||||||
Financial assets | |||||||||
Cash and cash equivalents | 8 | 5,358,912 | 5,358,912 | 6,363,304 | 6,363,304 | ||||
Trade receivables | 9 | 706,607 | 706,607 | 92,476 | 92,476 | ||||
Related party receivables | 9 | 1,911,445 | 1,911,445 | 1,252,756 | 1,252,756 | ||||
Total financial assets | 7,976,964 | 7,976,964 | 7,708,536 | 7,708,536 | |||||
Financial liabilities | |||||||||
Trade payables | 15 | 786,721 | 786,721 | 2,022,127 | 2,022,127 | ||||
Related party payables | 15 | — | — | 557,089 | 557,089 | ||||
Borrowings | 16 | 655,695 | 655,695 | — | — | ||||
Total financial liabilities | 1,442,416 | 1,442,416 | 2,579,216 | 2,579,216 |
Malibu Boats, Inc. Historical | Malibu Boats Pty Ltd. Historical | Pro Forma Adjustments | Malibu Boats, Inc. Pro Forma | ||||||||||||
Net sales | $ | 190,935 | $ | 20,712 | $ | (6,501 | ) | (a), (b) | $ | 205,146 | |||||
Cost of sales | 140,141 | 16,567 | (5,926 | ) | (a) | 150,782 | |||||||||
Gross profit | 50,794 | 4,145 | (575 | ) | 54,364 | ||||||||||
Operating expenses: | |||||||||||||||
Selling and marketing | 6,098 | 143 | — | 6,241 | |||||||||||
General and administrative | 39,974 | 1,268 | — | 41,242 | |||||||||||
Amortization | 5,177 | — | 311 | (c) | 5,488 | ||||||||||
Operating income | (455 | ) | 2,734 | (886 | ) | 1,393 | |||||||||
Other income (expense): | |||||||||||||||
Other | 9 | 170 | — | 179 | |||||||||||
Interest expense | (2,962 | ) | — | (36 | ) | (d) | (2,998 | ) | |||||||
Other income (expense) | (2,953 | ) | 170 | (36 | ) | (2,819 | ) | ||||||||
Net (loss) income before provision for income taxes | (3,408 | ) | 2,904 | (922 | ) | (1,426 | ) | ||||||||
Provision (benefit) for income taxes | (2,220 | ) | 975 | (234 | ) | (e) | (1,479 | ) | |||||||
Net (loss) income | $ | (1,188 | ) | $ | 1,929 | $ | (688 | ) | $ | 53 | |||||
Net income attributable to non-controlling interest | 3,488 | — | 971 | (f) | 4,459 | ||||||||||
Net (loss) income attributable to Malibu Boats, Inc. | $ | (4,676 | ) | $ | — | $ | (1,659 | ) | $ | (4,406 | ) | ||||
For Period from February 5, 2014 to June 30, 2014 | |||||||||||||||
Weighted average shares outstanding used in computing net loss per share: | |||||||||||||||
Basic | 11,055,310 | 170,889 | (g) | 11,226,199 | |||||||||||
Diluted | 11,055,310 | 170,889 | (g) | 11,226,199 | |||||||||||
Net loss available to Class A Common Stock per share: | |||||||||||||||
Basic | $ | (0.42 | ) | $ | (0.39 | ) | |||||||||
Diluted | $ | (0.42 | ) | $ | (0.39 | ) |
(a) | Represents the elimination of sales and cost of sales related to sales between the Company and the Licensee. Following the Acquisition, the Licensee's results will be included in the Company's consolidated financial statements. |
(b) | Includes an increase of $428 in cost of sales attributable to the estimated fair value step up in inventory assumed as part of the Acquisition. |
(c) | Reflects the amortization expense attributable to intangible assets assumed to be acquired as part of the Acquisition. |
(d) | Reflects the interest expense on estimated borrowings under the Company's revolving credit facility assumed to finance the Acquisition based on an interest rate of 3.19% as of June 30, 2013. |
(e) | Represents the income tax impact of the pro forma adjustments based on the appropriate blended rate for each jurisdiction, including, (i) interest expense on the Company's revolving credit facility assumed to finance the Acquisition, (ii) amortization expense attributable to intangible assets assumed to be acquired as part of the Acquisition, and (iii) increase in cost of sales attributable to the estimated fair value step up in inventory. |
(f) | The non-controlling interest on the consolidated statement of operations represents the portion of earnings or loss attributable to the economic interest in the Company's subsidiary, Malibu Boats Holdings, LLC, held by the non-controlling LLC Unit holders. Pro forma adjustments to non-controlling interest reflect (i) the change in non-controlling interest as effected by the issuance of 170,889 shares of Class A Common Stock as part of the consideration for the Licensee, (ii) the portion of changes in income attributable to pro forma adjustments that are attributable to non-controlling interests, and (iii) the impact of non-controlling interest on the Licensee's historical income statement. Non-controlling LLC Unit holders ownership in the LLC as of June 30, 2014, after giving effect to the Acquisition, is 11,373,737 LLC Units representing 50.3% of the economic interest in the LLC while the Company owns 11,225,719 LLC Units representing a 49.7% interest in the LLC on a pro forma basis as of June 30, 2014. |
(g) | Includes 170,889 shares of Class A Common Stock issued to Mr. West, as the seller of the Licensee, as part of the consideration for the Licensee as if issued on the February 5, 2014, the date of the Company's initial public offering. |
Malibu Boats, Inc. Historical | Malibu Boats Pty Ltd. Historical | Pro Forma Adjustments | Malibu Boats, Inc. Pro Forma | ||||||||||||
Assets | |||||||||||||||
Current assets | |||||||||||||||
Cash | $ | 12,173 | $ | 5,048 | $ | (15,458 | ) | (a) | $ | 1,763 | |||||
Trade receivables, net | 6,475 | 2,466 | (1,800 | ) | (b) | 7,141 | |||||||||
Inventories, net | 12,890 | 4,280 | (133 | ) | (c) | 17,037 | |||||||||
Deferred tax asset - current | 500 | — | — | 500 | |||||||||||
Prepaid expenses | 2,272 | 33 | — | 2,305 | |||||||||||
Total current assets | 34,310 | 11,827 | (17,391 | ) | 28,746 | ||||||||||
Property and equipment, net | 10,963 | 1,143 | — | (d) | 12,106 | ||||||||||
Goodwill | 5,718 | — | 5,041 | (e) | 10,759 | ||||||||||
Other intangible assets | 12,358 | 9 | 5,071 | (f) | 17,438 | ||||||||||
Debt issuance costs, net | — | — | — | — | |||||||||||
Deferred tax asset | 21,452 | 241 | — | 21,693 | |||||||||||
Total assets | $ | 84,801 | $ | 13,220 | $ | (7,279 | ) | $ | 90,742 | ||||||
Liabilities | |||||||||||||||
Current liabilities | |||||||||||||||
Accounts payable | $ | 7,161 | $ | 741 | $ | — | $ | 7,902 | |||||||
Accrued expenses | 32,684 | 1,288 | — | 33,972 | |||||||||||
Income tax and distribution payable | 2,121 | 424 | — | 2,545 | |||||||||||
Deferred tax liabilities | 995 | — | — | 995 | |||||||||||
Total current liabilities | 42,961 | 2,453 | — | 45,414 | |||||||||||
Deferred gain on sale-leaseback | 134 | — | — | 134 | |||||||||||
Payable pursuant to tax receivable agreement | 13,636 | — | — | 13,636 | |||||||||||
Other liabilities | — | 10 | — | 10 | |||||||||||
Long-term debt, less current maturities | — | — | 1,116 | (g) | 1,116 | ||||||||||
Total liabilities | 56,731 | 2,463 | 1,116 | 60,310 | |||||||||||
Equity | |||||||||||||||
Class A Common Stock, par value $0.01 per share, 100,000,000 shares authorized; 11,064,201 shares issued and outstanding as of June 30, 2014; 11,235,090 shares issued and outstanding on a pro forma basis as of June 30, 2014. | 110 | — | 2 | (h) | 112 | ||||||||||
Class B Common Stock, par value $0.01 per share, 25,000,000 shares authorized; 44 shares issued and outstanding as of June 30, 2014 | — | — | — | — | |||||||||||
Preferred Stock, par value $0.01 per share; 25,000,000 shares authorized; no shares issued and outstanding as of June 30, 2014 | — | — | — | — | |||||||||||
Additional paid in capital | 23,835 | — | 2,922 | (h) | 26,757 | ||||||||||
Accumulated (deficit) earnings | (4,676 | ) | 10,757 | (11,319 | ) | (i) | (5,238 | ) | |||||||
Total stockholders' equity attributable to Malibu Boats, Inc. | 19,269 | 10,757 | (8,395 | ) | 21,631 | ||||||||||
Non-controlling interest | $ | 8,801 | $ | 8,801 | |||||||||||
Total stockholders’ equity | $ | 28,070 | $ | 10,757 | $ | (8,395 | ) | $ | 30,432 | ||||||
Total liabilities and equity | $ | 84,801 | $ | 13,220 | $ | (7,279 | ) | $ | 90,742 |
(a) | Reflects an adjustment of $3,285 for a dividend of excess cash to the former shareholders of Malibu Boats Pty Ltd. as well as the cash consideration paid for the Acquisition of $13,129. These amounts were offset by proceeds of $1,116 from the draw down of the Company's revolving line of credit used to fund the Acquisition. |
(b) | Represents elimination of non-acquired related party receivables. |
(c) | Represents an increase of $428 in the estimated fair value of inventory offset by the elimination of $508 in embedded margin in inventory held by the Australian licensee that the Company sold to it. The allocation of fair value to inventory is based on preliminary estimates; the final acquisition cost allocation may differ materially from the preliminary assessment outlined above. An independent valuation of management's estimate has not been performed at the time of this report. Any changes to the initial estimates of the fair value of the assets and liabilities will be allocated to goodwill. |
(d) | The estimated fair value of tangible assets approximates their book value for pro forma purposes. This allocation is based on preliminary estimates; the final acquisition cost allocation may differ materially from the preliminary assessment outlined above. An independent valuation of management's estimate has not been performed at the time of this report. Any changes to the initial estimates of the fair value of the assets and liabilities will be allocated to goodwill. |
(e) | Reflects the estimated amount of goodwill acquired at the date of the acquisition. Goodwill represents the total excess of the total purchase price over the fair value of the net assets acquired. This allocation is based on preliminary estimates; the final acquisition cost allocation may differ materially from the preliminary assessment outlined above. Any changes to the initial estimates of the fair value of the assets and liabilities will be allocated to goodwill. Residual goodwill at the date of acquisition will vary from goodwill presented in the pro forma balance sheet due to changes in the net book value of intangible assets during the period from June 30, 2014 through the date of acquisition as well as results of an independent valuation, which has not been completed at the time of this report. |
(f) | The increase in intangible assets reflects the preliminary estimate of the fair value of the acquired intangible assets, including reacquired franchise rights, customer relationship assets and a non-compete agreement with Mr. West. The purchase price allocated to these intangible assets was based on management’s estimate of the fair value of assets purchased, and has not been subject to an independent valuation at the time of this report. |
(g) | Represents the pro forma adjustment for borrowings under the Company's revolving line of credit assumed for the funding of the Acquisition. |
(h) | Represents the portion of the purchase price paid in the Company's Class A Common Stock equal to 170,889 shares based on the average closing price of shares of the Class A Common Stock for the 20 trading days immediately prior to, but not including, the completion of the Acquisition (the “Scrip Consideration”). |
(i) | Represents the elimination of the historical owners' equity of $10,757 in Malibu Boats Pty Ltd. and a pro forma adjustment to eliminate $508 of embedded margin in inventory noted in (c) above. |
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