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 99 | Press Release dated May 5, 2015 |
Malibu Boats, Inc. | ||
Date: May 5, 2015 | /s/ Jack Springer | |
Jack Springer | ||
Chief Executive Officer |
• | Net sales for the third quarter of fiscal 2015 increased 28.8% to $64.8 million compared to the third quarter of fiscal 2014. |
• | Unit volume increased 24.4% to 980 boats, including 80 units from Australia. |
• | Net sales per unit for the third quarter of fiscal 2015 increased approximately 3.5% to $66,084 compared to the third quarter of fiscal 2014 and net sales per unit in the U.S. increased approximately 6.7% over the same period in fiscal 2015. |
• | Gross profit for the third quarter of fiscal 2015 increased 33.5% to $17.9 million compared to the third quarter of fiscal 2014. |
• | Adjusted EBITDA for the third quarter of fiscal 2015 increased 31.9% to $13.3 million from the same period in fiscal 2014. |
• | Adjusted fully distributed net income for the third quarter of fiscal 2015 increased 73.5% to $7.7 million, or $0.34 per share, on a fully distributed weighted average share count of 22.7 million shares of Class A Common Stock. |
Three Months Ended March 31, | Nine Months Ended March 31, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
(In thousands, except unit data) | |||||||||||||||
Net sales | $ | 64,762 | $ | 50,293 | $ | 167,905 | $ | 137,535 | |||||||
Cost of sales | 46,865 | 36,892 | 123,751 | 101,417 | |||||||||||
Gross profit | 17,897 | 13,401 | 44,154 | 36,118 | |||||||||||
Operating expenses: | |||||||||||||||
Selling and marketing | 1,657 | 1,512 | 5,326 | 4,454 | |||||||||||
General and administrative | 6,124 | 10,299 | 17,090 | 15,322 | |||||||||||
Amortization | 593 | 1,294 | 1,912 | 3,883 | |||||||||||
Operating income | 9,523 | 296 | 19,826 | 12,459 | |||||||||||
Other income (expense): | |||||||||||||||
Other | 1,650 | — | 1,650 | 9 | |||||||||||
Interest expense | (116 | ) | (1,207 | ) | (272 | ) | (2,980 | ) | |||||||
Other income (expense) | 1,534 | (1,207 | ) | 1,378 | (2,971 | ) | |||||||||
Net income (loss) before provision for income taxes | 11,057 | (911 | ) | 21,204 | 9,488 | ||||||||||
Provision for income taxes | 3,414 | 76 | 5,596 | 76 | |||||||||||
Net income (loss) | 7,643 | (987 | ) | 15,608 | 9,412 | ||||||||||
Net income (loss) attributable to non-controlling interest | 3,278 | (617 | ) | 6,600 | 9,782 | ||||||||||
Net income (loss) attributable to Malibu Boats, Inc. | $ | 4,365 | $ | (370 | ) | $ | 9,008 | $ | (370 | ) | |||||
Unit Volumes | 980 | 788 | 2,500 | 2,111 | |||||||||||
Net Sales per Unit | $ | 66,084 | $ | 63,824 | $ | 67,162 | $ | 65,152 |
Three Months Ended March 31, | Nine Months Ended March 31, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
Net sales | $ | 64,762 | $ | 50,293 | $ | 167,905 | $ | 137,535 | |||||||
Cost of sales | 46,865 | 36,892 | 123,751 | 101,417 | |||||||||||
Gross profit | 17,897 | 13,401 | 44,154 | 36,118 | |||||||||||
Operating expenses: | |||||||||||||||
Selling and marketing | 1,657 | 1,512 | 5,326 | 4,454 | |||||||||||
General and administrative | 6,124 | 10,299 | 17,090 | 15,322 | |||||||||||
Amortization | 593 | 1,294 | 1,912 | 3,883 | |||||||||||
Operating income | 9,523 | 296 | 19,826 | 12,459 | |||||||||||
Other income (expense): | |||||||||||||||
Other | 1,650 | — | 1,650 | 9 | |||||||||||
Interest expense | (116 | ) | (1,207 | ) | (272 | ) | (2,980 | ) | |||||||
Other income (expense) | 1,534 | (1,207 | ) | 1,378 | (2,971 | ) | |||||||||
Net income (loss) before provision for income taxes | 11,057 | (911 | ) | 21,204 | 9,488 | ||||||||||
Provision for income taxes | 3,414 | 76 | 5,596 | 76 | |||||||||||
Net income (loss) | $ | 7,643 | $ | (987 | ) | $ | 15,608 | $ | 9,412 | ||||||
Net income (loss) attributable to non-controlling interest | 3,278 | (617 | ) | 6,600 | 9,782 | ||||||||||
Net income (loss) attributable to Malibu Boats, Inc. | $ | 4,365 | $ | (370 | ) | $ | 9,008 | $ | (370 | ) | |||||
Comprehensive income (loss): | |||||||||||||||
Net income (loss) | $ | 7,643 | $ | (987 | ) | $ | 15,608 | $ | 9,412 | ||||||
Other comprehensive loss: | |||||||||||||||
Change in cumulative translation adjustment | (858 | ) | — | (2,019 | ) | — | |||||||||
Other comprehensive loss | (858 | ) | — | (2,019 | ) | — | |||||||||
Comprehensive income (loss) | 6,785 | (987 | ) | 13,589 | 9,412 | ||||||||||
Less: comprehensive income (loss) attributable to non-controlling interest | $ | 2,101 | $ | (617 | ) | $ | 4,226 | $ | 9,782 | ||||||
Comprehensive income (loss) attributable to Malibu Boats, Inc. | $ | 4,684 | $ | (370 | ) | $ | 9,363 | $ | (370 | ) | |||||
Weighted average shares outstanding used in computing net income (loss) per share: | |||||||||||||||
For Period From February 5, 2014 to March 31, 2014 | For Period From February 5, 2014 to March 31, 2014 | ||||||||||||||
Basic | 15,549,856 | 11,054,830 | 15,527,832 | 11,054,830 | |||||||||||
Diluted | 15,676,243 | 22,028,476 | 15,600,315 | 22,028,476 | |||||||||||
Net income (loss) available to Class A Common Stock per share: | |||||||||||||||
Basic | $ | 0.28 | $ | (0.03 | ) | $ | 0.58 | $ | (0.03 | ) | |||||
Diluted | $ | 0.28 | $ | (0.04 | ) | $ | 0.58 | $ | (0.04 | ) |
March 31, 2015 | June 30, 2014 | ||||||
(Unaudited) | |||||||
Assets | |||||||
Current assets | |||||||
Cash | $ | 7,285 | $ | 12,173 | |||
Trade receivables, net | 11,923 | 6,475 | |||||
Inventories, net | 21,571 | 12,890 | |||||
Deferred tax asset | 415 | 500 | |||||
Prepaid expenses and other current assets | 1,892 | 2,272 | |||||
Total current assets | 43,086 | 34,310 | |||||
Property and equipment, net | 14,587 | 10,963 | |||||
Goodwill | 12,772 | 5,718 | |||||
Other intangible assets, net | 14,461 | 12,358 | |||||
Debt issuance costs, net | 170 | — | |||||
Deferred tax asset | 55,053 | 21,452 | |||||
Other assets | 105 | — | |||||
Total assets | $ | 140,234 | $ | 84,801 | |||
Liabilities | |||||||
Current liabilities | |||||||
Accounts payable | 16,224 | 7,161 | |||||
Accrued expenses | 15,053 | 32,684 | |||||
Income taxes and tax distribution payable | 2,092 | 2,121 | |||||
Deferred tax liabilities | — | 995 | |||||
Total current liabilities | 33,369 | 42,961 | |||||
Deferred tax liabilities | 1,130 | — | |||||
Payable pursuant to tax receivable agreement | 47,664 | 13,636 | |||||
Long-term debt | 10,000 | — | |||||
Other long-term liabilities | 253 | 134 | |||||
Total liabilities | 92,416 | 56,731 | |||||
Equity | |||||||
Class A Common Stock, par value $0.01 per share, 100,000,000 shares authorized; 15,609,309 shares issued and outstanding as of March 31, 2015; 100,000,000 shares authorized; 11,064,201 issued and outstanding as of June 30, 2014 | 155 | 110 | |||||
Class B Common Stock, par value $0.01 per share, 25,000,000 shares authorized; 43 shares issued and outstanding as of March 31, 2015; 25,000,000 shares authorized; 44 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 December 31, 2014 and June 30, 2014 | — | — | |||||
Additional paid in capital | 31,551 | 23,835 | |||||
Accumulated other comprehensive loss | (2,019 | ) | — | ||||
Accumulated earnings (deficit) | 4,332 | (4,676 | ) | ||||
Total stockholders' equity attributable to Malibu Boats, Inc. | 34,019 | 19,269 | |||||
Non-controlling interest | $ | 13,799 | $ | 8,801 | |||
Total stockholders’ equity | $ | 47,818 | $ | 28,070 | |||
Total liabilities and equity | $ | 140,234 | $ | 84,801 |
Three Months Ended March 31, | Nine Months Ended March 31, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
Net income (loss) | $ | 7,643 | $ | (987 | ) | $ | 15,608 | $ | 9,412 | ||||||
Provision for income taxes | 3,414 | 76 | 5,596 | 76 | |||||||||||
Interest expense | 116 | 1,207 | 272 | 2,980 | |||||||||||
Depreciation | 622 | 445 | 1,791 | 1,127 | |||||||||||
Amortization | 593 | 1,294 | 1,912 | 3,883 | |||||||||||
Management fees and expenses 1 | — | 4,541 | — | 4,584 | |||||||||||
Professional fees and litigation settlement 2 | (408 | ) | 749 | 3,068 | 1,503 | ||||||||||
Acquisition and integration related expenses 3 | 366 | — | 1,666 | — | |||||||||||
Stock based compensation expense 4 | 314 | 2,077 | 1,131 | 2,141 | |||||||||||
Offering related expenses 5 | 628 | 670 | 728 | 1,222 | |||||||||||
Adjusted EBITDA | $ | 13,288 | $ | 10,072 | $ | 31,772 | $ | 26,928 | |||||||
Adjusted EBITDA margin | 20.5 | % | 20.0 | % | 18.9 | % | 19.6 | % |
(1) | Represents management fees and out-of-pocket expenses paid pursuant to our management agreement with Malibu Boats Investor, LLC, an affiliate, which was terminated upon the closing of our IPO. Upon termination of the agreement, we paid a one time termination fee of $3.75 million. |
(2) | Represents legal and advisory fees related to our litigation with Pacific Coast Marine Windshield Ltd., or "PCMW", and Nautique Boat Company, offset by the portion of the $2.3 million settlement received from Nautique for past infringement claims under the Nautique Settlement Agreement entered into on February 6, 2015. |
(3) | Acquisition related expenses of $91 and $813 for the three and nine months ended March 31, 2015, respectively, include legal and advisory fees incurred in connection with our acquisition of Malibu Boats Pty. Ltd. completed on October 23, 2014. Integration related expenses include post-acquisition adjustments to cost of goods sold of $234 for the fair value step up of inventory acquired which was expensed entirely during the second quarter of fiscal 2015 as well as $275 and $619 for the three and nine months ended March 31, 2015, respectively, related to excess cost of goods sold recognized at Malibu Boats Pty. Ltd related to goods purchased from our U.S. operating segment prior to the acquisition date. |
(4) | Represents equity-based incentives awarded to certain of our employees under the Malibu Boats, Inc. Long-Term Incentive Plan and profit interests issued under the previously existing limited liability company agreement of the LLC. The Company recorded a $1.8 million stock compensation charge for the three months ended March 31, 2014 as a result of the modification of certain profits interest awards previously granted in 2012 under the first amended and restated limited liability company agreement of the LLC, as amended, in connection with our IPO. |
(5) | For the three months ended March 31, 2015, offering related expenses include legal and advisory costs associated with our tender offer which was announced March 13, 2015. For the nine months ended March 31, 2015, offering related expenses include legal and advisory costs associated with our tender offer and our follow-on offering completed July 15, 2014 of $628 and $100, respectively. For the three and nine months ended March 31, 2014, it represents legal, accounting and other expenses directly related to our recapitalization and IPO. |
Three Months Ended March 31, | Nine Months Ended March 31, | ||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||
Net income (loss) attributable to Malibu Boats, Inc. | $ | 4,365 | $ | (370 | ) | $ | 9,008 | $ | (370 | ) | |||||
Provision for income taxes | 3,414 | 76 | 5,596 | 76 | |||||||||||
Management fees and expenses 1 | — | 4,541 | — | 4,584 | |||||||||||
Professional fees and litigation settlement 2 | (408 | ) | 749 | 3,068 | 1,503 | ||||||||||
Acquisition and integration related expenses 3 | 366 | — | 1,666 | — | |||||||||||
Stock based compensation expense 4 | 314 | 2,077 | 1,131 | 2,141 | |||||||||||
Offering related expenses 5 | 628 | 670 | 728 | 1,222 | |||||||||||
Net income (loss) attributable to non-controlling interest 6 | 3,278 | (617 | ) | 6,600 | 9,782 | ||||||||||
Fully distributed net income before income taxes | 11,957 | 7,126 | 27,797 | 18,938 | |||||||||||
Income tax expense on fully distributed income before income taxes 7 | 4,245 | 2,682 | 9,868 | 7,126 | |||||||||||
Adjusted fully distributed net income | 7,712 | 4,444 | 17,929 | 11,812 | |||||||||||
Adjusted Fully Distributed Net Income per share of Class A Common Stock 8: | |||||||||||||||
Basic | $ | 0.34 | $ | 0.20 | $ | 0.79 | $ | 0.53 | |||||||
Diluted | $ | 0.34 | $ | 0.20 | $ | 0.79 | $ | 0.53 | |||||||
Weighted average shares of Class A Common Stock outstanding used in computing Adjusted Fully Distributed Net Income 9: | |||||||||||||||
Basic | 22,678,824 | 22,428,567 | 22,601,655 | 22,428,567 | |||||||||||
Diluted | 22,678,824 | 22,428,567 | 22,601,655 | 22,428,567 |
(1) | Represents management fees and out-of-pocket expenses paid pursuant to our management agreement with Malibu Boats Investor, LLC, an affiliate, which was terminated upon the closing of our IPO. Upon termination of the agreement, we paid a one time termination fee of $3.75 million. |
(2) | Represents legal and advisory fees related to our litigation with PCMW and Nautique Boat Company, offset by the portion of the $2.3 million settlement received from Nautique for past infringement claims under the Nautique Settlement Agreement entered into on February 6, 2015. |
(3) | Acquisition related expenses of $91 and $813 for the three and nine months ended March 31, 2015, respectively, include legal and advisory fees incurred in connection with our acquisition of Malibu Boats Pty. Ltd. completed on October 23, 2014. Integration related expenses include post-acquisition adjustments to cost of goods sold of $234 for the fair value step up of inventory acquired which was expensed entirely during the second quarter of fiscal 2015 as well as $275 and $619 for the three and nine months ended March 31, 2015, respectively, related to excess cost of goods sold recognized at Malibu Boats Pty. Ltd related to goods purchased from our U.S. operating segment prior to the acquisition date. |
(4) | Represents equity-based incentives awarded to certain of our employees under the Malibu Boats, Inc. Long-Term Incentive Plan and profit interests issued under the previously existing limited liability company agreement of the LLC. The Company recorded a $1.8 million stock compensation charge for the three months ended March 31, 2014 as a result of the modification of certain profits interest awards previously granted in 2012 under the first amended and restated limited liability company agreement of the LLC, as amended, in connection with our IPO. |
(5) | For the three months ended March 31, 2015, offering related expenses include legal and advisory costs associated with our tender offer which was announced March 13, 2015. For the nine months ended March 31, 2015, offering related expenses include legal and advisory costs associated with our tender offer which was announced March 13, 2015 and our follow-on offering completed July 15, 2014 of $628 and $100, respectively. For the three and nine months ended March 31, 2014, it represents legal, accounting and other expenses directly related to our recapitalization and IPO. |
(6) | Reflects the elimination of the non-controlling interest in the LLC as if all LLC members had fully exchanged their LLC Units for shares of Class A Common Stock. Earnings (loss) prior and up to our IPO on February 5, 2014 were entirely allocable to members of the LLC, as such we updated our historical presentation to attribute these earnings (loss) to the non-controlling interest LLC Unit holders. |
(7) | Reflects income tax expense at an estimated normalized annual effective income tax rate of 35.5% and 37.6% of income before income taxes for the three and nine months ended March 31, 2015 and 2014, respectively, assuming the conversion of all LLC Units into shares of Class A Common Stock and the tax impact of excluding offering related expenses. The estimated normalized annual effective income tax rate is based on the federal statutory rate plus a blended state rate adjusted for deductions under Section 199 of the Internal Revenue Code of 1986, as amended, state taxes attributable to the LLC, and foreign income taxes attributable to our Australian based subsidiary. |
(8) | Adjusted fully distributed net income divided by the shares of Class A Common Stock outstanding in (9) below. |
(9) | The weighted average shares of Class A Common Stock represents (i) the 15,609,309 shares of Class A Common Stock outstanding as of March 31, 2015, plus (ii) the 7,001,844 remaining LLC Units not held by the Company as of March 31, 2015 as if they were exchanged on a one-for-one basis for the Company's Class A Common Stock, plus (iii) the 67,671 fully vested stock units outstanding as of March 31, 2015 granted to directors for their services. |
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