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ACQUISITIONS
12 Months Ended
Jun. 30, 2020
Business Combinations [Abstract]  
ACQUISITIONS

3. ACQUISITIONS

 

Fiscal 2019 Acquisition

On October 1, 2018, the Company completed its acquisition of Crest for $81.7 million. Crest, a manufacturer of pontoons, expands the Company’s product portfolio. Proceeds from the $80.0 term loan (see Note 8) were used to fund this acquisition.

The following table is a summary of the assets acquired, liabilities assumed, and net cash consideration paid for Crest during fiscal 2019:

 

 

Fair Value

 

Accounts receivable

 

$

5,215

 

Inventories

 

 

9,853

 

Other current assets

 

 

179

 

Property, plant and equipment

 

 

1,840

 

Identifiable intangible assets(a)

 

 

35,245

 

Current liabilities

 

 

(6,841

)

Fair value of assets acquired and liabilities assumed

 

 

45,491

 

Goodwill(a)

 

 

36,238

 

Net cash consideration paid

 

$

81,729

 

 

(a)   The goodwill and other intangible assets recorded for the Crest acquisition are deductible for tax purposes.

 

 

 

Fair Value

 

 

Estimated Useful

Life (in years)

Definite-lived intangible assets:

 

 

 

 

 

 

Dealer network

 

$

18,000

 

 

10

Software

 

 

245

 

 

5

Indefinite-lived intangible asset:

 

 

 

 

 

 

Trade name

 

 

17,000

 

 

 

Total identifiable intangible assets

 

$

35,245

 

 

 

 

Related Party Transactions

In connection with the operations of Crest, the Company made rental payments to Crest Marine Real Estate LLC (“Real Estate”) for a manufacturing facility, storage and office building (the “Crest Facility”). One of the minority owners of Real Estate is a member of the Crest management team. The lease was to expire on September 30, 2028, and was subject to four consecutive, five-year renewal periods. The lease terms included an option for the Company to purchase the Crest Facility for an amount equal to its fair market value, as determined by appraisals and negotiation between the Company and Real Estate (the “Purchase Option”). The annual rent under the lease was $0.3 million for the first five years of the lease term, and was to increase to $0.4 million for the remaining five years. Additionally, at the beginning of each of the optional renewal terms the rent was to be adjusted based on the change in the Consumer Price Index. In accordance with the Purchase Option, on October 24, 2019 the Company purchased the Crest Facility for $4.1 million. See Note 11 for additional information regarding the purchase.

Crest purchases fiberglass component parts from a supplier whose minority owner was the same member of the Crest management team that has a minority ownership interest in Real Estate. On January 31, 2020 this minority ownership interest was divested and this supplier ceased being a related party. During the period beginning July 1, 2019 and ending January 31, 2020, the Company purchased $1.8 million of products from the supplier. During the year ended June 30, 2019, the Company purchased $2.8 million of products from the supplier.

Pro Forma Financial Information

The following unaudited pro forma consolidated results of operations for the fiscal years ended June 30, 2019 and 2018, assumes that the acquisition of NauticStar (acquired on October 2, 2017) and Crest (acquired on October 1, 2018) occurred as of the beginning of the earliest period presented in the consolidated financial statements. The unaudited pro forma financial information combines historical results of MasterCraft, NauticStar, and Crest 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 not indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of fiscal year 2018, or the results that may occur in the future:

 

 

Fiscal Years Ended

 

 

2019

 

 

2018

 

Net sales

$

487,374

 

 

$

423,630

 

Net income

$

21,619

 

 

$

38,269

 

Basic earnings per share

$

1.16

 

 

$

2.06

 

Diluted earnings per share

$

1.15

 

 

$

2.04