Second Quarter Net Sales Increased 16.2% to $43.9 million
Second Quarter Adjusted EBITDA Increased 27.9% to $8.7 million
LOUDON, Tenn., March 7, 2014 (GLOBE NEWSWIRE) -- Malibu Boats, Inc.
(Nasdaq:MBUU) today announced its financial results for the second
quarter fiscal 2014 ended December 31, 2013.
Highlights for the Second Quarter Fiscal 2014
-
Net sales increased 16.2% to $43.9 million. Unit volume increased
10.1% to 662 boats and net sales per unit increased 5.5% to $66,372
-
Gross profit increased 25.8% to $11.7 million and gross margin increased 204 basis points to 26.6%.
-
Operating income increased 39.8% to $5.8 million and operating margin increased 224 basis points to 13.3%.
-
Adjusted EBITDA increased 27.9% to $8.7 million and Adjusted EBITDA margin increased 182 basis points to 19.8%.
-
Adjusted fully distributed net income was $4.4 million, or $0.20 per
share on a fully distributed weighted average share count of 22.4
million shares of Class A Common Stock.
Jack Springer, Chief Executive Officer, stated, "On every front, we had
a phenomenal fiscal second quarter. Net sales were up over 16%, driven
by strong increases in both unit volume and average selling price. Our
margins improved across the board and we generated the highest second
quarter adjusted EBITDA margin in the company's history. Our new product
introductions, which included the 23 LSV, the Axis A24, the Axis T22
and the addition of Surf Gate as an optional feature on all Axis boats,
have been very well received by our dealers and created a lot of
excitement in the market. We remain encouraged about the momentum of the
business heading into the peak retail selling season, and believe we
are well positioned to continue benefiting from our #1 position in the
performance sport boat industry and a recovery in the overall segment."
Results of Operations for the Second
Quarter Fiscal 2014
|
| Malibu Boats Holdings, LLC | Proforma Malibu Boats, Inc. 1 |
|
| Three Months Ended
December 31, | Six Months Ended
December 31, | Three Months
Ended
December 31, | Six Months
Ended
December 31, |
|
| 2013 | 2012 | 2013 | 2012 | 2013 | 2013 |
|
| (In thousands, except unit volume) |
|
Net sales |
$ 43,938 |
$ 37,818 |
$ 87,242 |
$ 70,977 |
$ 43,938 |
$ 87,242 |
|
Cost of sales |
32,242 |
28,524 |
64,525 |
53,815 |
32,242 |
64,525 |
|
Gross profit |
11,696 |
9,294 |
22,717 |
17,162 |
11,696 |
22,717 |
|
Operating expenses: |
|
|
|
|
|
|
|
Selling and marketing |
1,510 |
1,194 |
2,942 |
2,270 |
1,510 |
2,942 |
|
General and administrative |
3,068 |
2,640 |
5,023 |
7,152 |
3,047 |
4,980 |
|
Amortization |
1,295 |
1,295 |
2,589 |
2,589 |
1,295 |
2,589 |
|
Operating income |
5,823 |
4,165 |
12,163 |
5,151 |
5,844 |
12,206 |
|
Other income (expense): |
|
|
|
|
|
|
|
Other |
6 |
2 |
9 |
5 |
6 |
9 |
|
Interest expense |
(609) |
(400) |
(1,773) |
(750) |
— |
(2) |
|
Other expense, net |
(603) |
(398) |
(1,764) |
(745) |
6 |
7 |
|
Net income before provision for income taxes |
5,220 |
3,767 |
10,399 |
4,406 |
5,850 |
12,213 |
|
Provision for income taxes |
— |
— |
— |
— |
1,126 |
2,244 |
|
Net income |
5,220 |
3,767 |
10,399 |
4,406 |
4,724 |
9,969 |
|
Non-controlling interest |
— |
— |
— |
— |
2,967 |
6,193 |
|
Net income attributable to members and stockholders |
$ 5,220 |
$ 3,767 |
$ 10,399 |
$ 4,406 |
$ 1,757 |
$ 3,776 |
|
|
|
|
|
|
|
|
|
Unit Volumes |
662 |
601 |
1,323 |
1,151 |
662 |
1,323 |
|
Net Sales Price per Unit |
$ 66 |
$ 63 |
$ 66 |
$ 62 |
$ 66 |
$ 66 |
|
|
|
|
|
|
|
|
| 1 Refer to the Company's pro forma condensed consolidated statements of income (unaudited) included in this report. |
Net sales for the three month period ended December 31, 2013 increased
16.2% to $43.9 million from $37.8 million for the three month period
ended December 31, 2012. The increase in net sales was the result of a
10.1% increase in the number of boats sold to 662 from 601 and a 5.5%
increase in net sales per unit to$66,372 from $62,925 in the comparable
fiscal quarter last year. The increase in units sold was attributable to
strong, continued consumer demand for our boats, bolstered by the
introduction of our new models and features. The increase in net sales
per unit was primarily driven by our retail customers' continued
appetite for optional features, new boat models and increased sales of
larger boats, including the Wakesetter 23 LSV and Axis A24, as well as
sales of the Company's Surf Gate system which has just been made
available on all boat models in the Axis brand.
Gross profit for the three month period ended December 31, 2013
increased 25.8% to $11.7 million from $9.3 million for the three month
period ended December 31, 2012. Gross margin increased 204 basis points
to 26.6% from 24.6% in the comparable fiscal quarter last year. The
increases in gross profit and gross margin resulted primarily from
continued production efficiencies on increased volumes, higher average
selling prices due to options, features and new boat models, and
continued product cost reductions.
Selling and marketing expense for the three month period ended December
31, 2013 increased $0.3 million, or 26.5%, to $1.5 million from $1.2
million for the three month period ended December 31, 2012. As a
percentage of net sales, selling and marketing expenses increased 28
basis points to 3.4% from 3.2% of sales in the comparable fiscal quarter
last year. The increase in selling and marketing expense was primarily
driven by the increased sale volumes.
General and administrative expenses, excluding amortization expense,
for the three month period ended December 31, 2013 increased $0.4
million, or 16.2% to $3.1 million from $2.6 million for the three month
period ended December 31, 2012. The increase was primarily attributable
to increased headcount and additional professional fees associated with
the Company's recapitalization and IPO. Excluding the $0.6 million in
strategic and financial restructuring expenses related to the IPO,
general and administrative expenses decreased 4.7% to $2.5 million for
the three months ended December 31, 2013 compared to the three months
ended December 31, 2012. Amortization expense was $1.3 million for the
three month period ended December 31, 2013 and December 31, 2012.
Operating income increased 39.8% to $5.8 million in the three month
period ended December 31, 2013 from $4.2 million in the three month
period ended December 31, 2012. As a percentage of net sales, operating
margin increased 230 basis points to 13.3% in the second quarter of
fiscal 2014 from 11.0% in the second quarter of fiscal 2013. Included in
operating income are $0.6 million in strategic and financial
restructuring expenses related to the IPO. Adjusted EBITDA increased
27.9% to $8.7 million in the three month period ended December 31, 2013
from $6.8 million in the three month period ended December 31, 2012.
Recapitalization and Initial Public Offering
On February 5, 2014, Malibu completed its IPO of 8,214,285 shares of
Class A Common Stock at a price to the public of $14.00 per share,
raising total net proceeds of $107.0 million after underwriting
discounts and commissions but before expenses, of which $99.5 million
was received by the Company. Of the shares of Class A Common Stock sold
to the public, 7,642,996 shares were issued and sold by the Company and
571,289 shares were sold by selling stockholders.
As a result of the Recapitalization and the IPO:
-
Investors in the IPO collectively own 8,214,285 shares of Class A Common Stock;
-
The two selling stockholders in the IPO, who were former holders of
units ("LLC Units") in Malibu Boats Holdings, LLC (the "LLC"), continue
to collectively own 2,840,545 shares of Class A Common Stock; and
-
Existing owners of the LLC collectively own 11,373,737 LLC Units, representing 50.7% of the economic interest in the LLC.
The Company's historical consolidated operating results do not reflect
the recapitalization, the IPO and contemplated use of net proceeds from
the IPO. Therefore, in addition to presenting the historical actual
results, the Company presents and discusses pro forma results, which
reflect the impact of the Company's recapitalization and IPO and the
contemplated use of net proceeds from the IPO, to provide a more
comparable indication of future expectations.
The key pro forma adjustments principally give effect to:
-
the termination of the management agreement between the LLC with
Malibu Boats Investor, LLC, an affiliate, including the payment of a
non-recurring termination fee of $3.75 million;
-
the recapitalization and IPO and use of proceeds from the IPO,
including the purchase by Malibu Boats, Inc. of units of the LLC with
the proceeds of the IPO;
-
adjustments that give effect to the tax receivable agreement executed
among the Company and the existing owners of the LLC in connection with
the recapitalization and IPO;
-
payments due to the existing owners of the LLC as set forth in the tax
receivable agreement equal to 85% of the amount of cash savings, if
any, in U.S. federal, foreign, state and local income and franchise tax
that Malibu actually realizes;
-
adjustments to reflect the impact on deferred tax assets related to
the difference in the historical tax basis in the LLC as compared to its
GAAP carrying value; and
-
The further adjustments set forth in the notes to the pro forma financial statements provided below.
Webcast and Conference Call Information
The Company will host a webcast and conference call to discuss second
quarter fiscal 2014 results today, March 7, 2014, at 8:30 a.m. Eastern
Standard Time. Investors and analysts can participate on the conference
call by dialing (855) 433-0928 or (484) 756-4263 and using Conference ID
#5180419. Alternatively, interested parties can listen to a live
webcast of the conference call by logging on to the Investor Relations
section on the Company's website at http://investors.malibuboats.com. A replay of the webcast will also be archived on the company's website for twelve months.
About Malibu Boats, Inc.
Malibu Boats is a leading designer, manufacturer and marketer of
performance sport boats, with the #1 market share position in the United
States since 2010. The Company has two brands of performance sport
boats, Malibu and Axis Wake Research (Axis). Since inception in 1982,
the Company has been a consistent innovator in the powerboat industry,
designing products that appeal to an expanding range of recreational
boaters and water sports enthusiasts whose passion for boating and water
sports is a key aspect of their lifestyle.
Forward Looking Statements
This press release includes forward-looking statements (as such term is
defined in the Private Securities Litigation Reform Act of 1995).
Forward-looking statements can be identified by such words and phrases
as "believes," "anticipates," "expects," "intends," "estimates," "may,"
"will," "should," "continue" and similar expressions, comparable
terminology or the negative thereof, and includes the statement in this
press release concerning our ability to benefit from our market position
in the performance sport boat industry and a recovery in the overall
segment.
Forward-looking statements are subject to risks and uncertainties that
could cause actual results to differ materially from those expressed or
implied in the forward-looking statements, including, but not limited
to: general economic conditions, demand for our products, changes in
consumer preferences, competition within our industry, our reliance on
our network of independent dealers, our ability to manage our
manufacturing levels and our large fixed cost base, the successful
introduction of our new products, and other factors affecting us
detailed from time to time in our filings with the Securities and
Exchange Commission. Many of these risks and uncertainties are outside
our control, and there may be other risks and uncertainties which we do
not currently anticipate because they relate to events and depend on
circumstances that may or may not occur in the future. Although we
believe
that the expectations reflected in any forward-looking statements are
based on reasonable assumptions at the time made, we can give no
assurance that our expectations will be achieved. Undue reliance should
not be placed on these forward-looking statements, which speak only as
of the date hereof. We undertake no obligation (and we expressly
disclaim any obligation) to update or supplement any forward-looking
statements that may become untrue because of subsequent events, whether
because of new information, future events, changes in assumptions or
otherwise. Comparison of results for current and prior periods are not
intended to express any future trends or indications of future
performance, unless expressed as such, and should only be viewed as
historical data.
Use and Definition of Non-GAAP Financial Measures
This release includes the following financial measures defined as
non-GAAP financial measures by the SEC: Adjusted EBITDA, Adjusted EBITDA
Margin, and Adjusted Fully Distributed Net Income. These measures have
limitations as analytical tools and should not be considered as an
alternative to, or more meaningful than, net income as determined in
accordance with GAAP or as an indicator of our liquidity. Our
presentation of these non-GAAP financial measures should also not be
construed as an inference that our results will be unaffected by unusual
or non-recurring items. Our computations of these non-GAAP financial
measures may not be comparable to other similarly titled measures of
other companies.
We define Adjusted EBITDA as earnings before interest expense, income
taxes, depreciation, amortization and non-cash, non-recurring and
non-operating expenses, including severance and relocation, management
fees and expenses, certain professional fees and non-cash compensation
expense. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by
net sales. Management believes Adjusted EBITDA and Adjusted EBITDA
Margin are useful because they allow management to evaluate our
operating performance and compare the results of our operations from
period to period and against our peers without regard to our financing
methods, capital structure and non-recurring and non-operating
expenses. We exclude the items listed above from net income in arriving
at Adjusted EBITDA because these amounts can vary substantially from
company to company within our industry depending upon accounting methods
and book values of assets, capital structures, the methods by which
assets were acquired and other factors.
We define Adjusted Fully Distributed Net Income as net income
attributable to Malibu (i) excluding income tax expense, (ii) excluding
the effect of non-recurring and non-cash items, (iii) assuming the
exchange of all LLC Units into shares of Class A common stock, which
results in the elimination of noncontrolling interest in the LLC, and
(iv) reflecting an adjustment for income tax expense on pro forma fully
distributed net income before income taxes at our estimated effective
income tax rate. Adjusted Fully Distributed Net Income is a non-GAAP
financial measure because it represents net income attributable to
Malibu Boats, Inc, before non-recurring or non-cash items and the
effects of noncontrolling interests in the LLC. We use Adjusted Fully
Distributed Net Income to facilitate a comparison of our operating
performance on a consistent basis from period to period that, when
viewed in
combination with our results prepared in accordance with GAAP, provides a
more complete understanding of factors and trends affecting our
business than GAAP measures alone. We believe Adjusted Fully Distributed
Net Income assists our board of directors, management and investors in
comparing our net income on a consistent basis from period to period
because it removes non-cash (stock-based compensation) and non-recurring
items (strategic and financial restructuring expenses), and eliminates
the variability of noncontrolling interest as a result of member owner
exchanges of LLC Units into shares of Class A Common Stock.
A reconciliation of our historical and pro forma net income as
determined in accordance with GAAP to Adjusted EBITDA and Adjusted
EBITDA Margin, and of our pro forma net income attributable to Malibu
Boats, Inc. stockholders to pro forma Adjusted Fully Distributed Net
Income is provided under "Reconciliation of Non-GAAP Financial
Measures".
| MALIBU BOATS, INC. |
| Pro Forma Condensed Consolidated Statement of Income (Unaudited) |
| Three Months Ended December 31, 2013 |
|
|
|
| Malibu Boats
Holdings, LLC
Historical (1) | Pro Forma
Adjustments |
| Malibu Boats,
Inc. (2) Pro Forma |
|
| (In thousands, except per unit and per share data) |
|
Net sales |
$ 43,938 |
$ — |
|
$ 43,938 |
|
Cost of sales |
32,242 |
— |
|
32,242 |
|
Gross profit |
11,696 |
— |
|
11,696 |
|
Operating expenses: |
|
|
|
|
|
Selling and marketing |
1,510 |
— |
|
1,510 |
|
General and administrative |
3,068 |
(21) |
(3) |
3,047 |
|
Amortization |
1,295 |
— |
|
1,295 |
|
Operating income |
5,823 |
21 |
|
5,844 |
|
Other income (expense): |
|
|
|
|
|
Other |
6 |
— |
|
6 |
|
Interest expense |
(609) |
609 |
(4) |
— |
|
Other expense |
(603) |
609 |
|
6 |
|
Net income before provision for income taxes |
5,220 |
630 |
|
5,850 |
|
Provision for income taxes |
— |
1,126 |
(5) |
1,126 |
|
Net income |
5,220 |
(496) |
|
4,724 |
|
Non-controlling interest |
— |
2,967 |
(6) |
2,967 |
|
Net income attributable to members and stockholders |
$ 5,220 |
$ (3,463) |
|
$ 1,757 |
| Basic and diluted earnings per unit: |
|
|
|
|
|
Class A Units |
$ 0.12 |
|
|
|
|
Class B Units |
$ 0.12 |
|
|
|
|
Class M Units |
$ 0.12 |
|
|
|
| Basic weighted average units used in computing earnings per unit: |
|
|
|
|
|
Class A Units |
36,742 |
|
|
|
|
Class B Units |
3,885 |
|
|
|
|
Class M Units |
1,677 |
|
|
|
| Diluted weighted average units used in computing earnings per unit: |
|
|
|
|
|
Class A Units |
36,742 |
|
|
|
|
Class B Units |
3,885 |
|
|
|
|
Class M Units |
1,970 |
|
|
|
| Pro forma net income available to Class A Common Stock per share: |
|
|
|
|
|
Basic |
|
|
|
$ 0.16 |
|
Diluted |
|
|
|
$ 0.16 |
| Pro forma basic and diluted weighted average units used in computing net income per share (7): |
|
|
|
|
|
Basic |
|
|
|
10,869,830 |
|
Diluted |
|
|
|
10,869,830 |
|
|
|
|
|
|
| MALIBU BOATS, INC. |
| Pro Forma Condensed Consolidated Statement of Income (Unaudited) |
| Six Months Ended December 31, 2013 |
|
|
|
| Malibu Boats
Holdings, LLC
Historical (1) | Pro Forma
Adjustments |
| Malibu Boats,
Inc. (2) Pro Forma |
|
| (In thousands, except per unit and per share data) |
|
Net sales |
$ 87,242 |
$ — |
|
$ 87,242 |
|
Cost of sales |
64,525 |
— |
|
64,525 |
|
Gross profit |
22,717 |
— |
|
22,717 |
|
Operating expenses: |
|
|
|
|
|
Selling and marketing |
2,942 |
— |
|
2,942 |
|
General and administrative |
5,023 |
(43) |
(3) |
4,980 |
|
Amortization |
2,589 |
— |
|
2,589 |
|
Operating income |
12,163 |
43 |
|
12,206 |
|
Other income (expense): |
|
|
|
|
|
Other |
9 |
— |
|
9 |
|
Interest expense |
(1,773) |
1,771 |
(4) |
(2) |
|
Other expense |
(1,764) |
1,771 |
|
7 |
|
Net income before provision for income taxes |
10,399 |
1,814 |
|
12,213 |
|
Provision for income taxes |
— |
2,244 |
(5) |
2,244 |
|
Net income |
10,399 |
(430) |
|
9,969 |
|
Non-controlling interest |
— |
6,193 |
(6) |
6,193 |
|
Net income attributable to members and stockholders |
$ 10,399 |
$ (6,623) |
|
$ 3,776 |
| Basic earnings per unit: |
|
|
|
|
|
Class A Units |
$ 0.25 |
|
|
|
|
Class B Units |
$ 0.25 |
|
|
|
|
Class M Units |
$ 0.25 |
|
|
|
| Diluted earnings per unit: |
|
|
|
|
|
Class A Units |
$ 0.24 |
|
|
|
|
Class B Units |
$ 0.24 |
|
|
|
|
Class M Units |
$ 0.24 |
|
|
|
| Basic weighted average units used in computing earnings per unit: |
|
|
|
|
|
Class A Units |
36,742 |
|
|
|
|
Class B Units |
3,885 |
|
|
|
|
Class M Units |
1,677 |
|
|
|
| Diluted weighted average units used in computing earnings per unit: |
|
|
|
|
|
Class A Units |
36,742 |
|
|
|
|
Class B Units |
3,885 |
|
|
|
|
Class M Units |
1,970 |
|
|
|
| Pro forma net income available to Class A Common Stock per share: |
|
|
|
|
|
Basic |
|
|
|
$ 0.35 |
|
Diluted |
|
|
|
$ 0.35 |
| Pro forma basic and diluted weighted average units used in computing net income per share (7): |
|
|
|
|
|
Basic |
|
|
|
10,869,830 |
|
Diluted |
|
|
|
10,869,830 |
|
|
|
|
|
|
|
(1) The Company's business has historically been operated through
Malibu Boats Holdings, LLC (the "LLC"), therefore, the historical
results of the LLC are presented as a starting point for the pro forma
amounts. |
|
(2) As a newly formed entity, the Company had no results of operations until the completion of the IPO. |
|
(3) This adjustment represents the removal of the management fees
incurred during the the respective periods in connection with the
termination of the management agreement after the IPO. This adjustment
does not include a non-recurring termination fee of $3.75 million paid
at the completion of the IPO. |
|
(4) This adjustment represents the removal of interest expense
incurred during the respective periods associated with the term loans
which were paid off with the proceeds from the IPO. |
|
(5) As the Company will be subject to U.S. federal income taxes, in
addition to state taxes, this reflects an adjustment for income tax on
the Company's allocable share of the LLC's income at an effective income
tax rate of 39.1% and 37.3% for the three and six months ended December
31, 2013, respectively. |
|
(6) The Company's only material asset after the completion of the
recapitalization and IPO is the ownership of 49.3% of the
LLC. Immediately following the IPO, the non-controlling interest was
50.7%. |
|
(7) The number of shares is based on the 11,054,830 shares of Class
A Common Stock outstanding after the IPO, 8,214,285 of which were sold
in the IPO and 2,840,545 of which continue to be owned by the selling
stockholders in the IPO and excluding 185,000 shares outstanding after
the IPO the proceeds from which were used for general corporate
purposes. |
|
|
|
|
|
|
| MALIBU BOATS, INC. |
| Pro Forma Condensed Consolidated Balance Sheet (Unaudited) |
| December 31, 2013 |
|
|
|
| Malibu Boats
Holdings, LLC
Historical (1) | Pro Forma
Adjustments |
| Malibu Boats,
Inc. (2) Pro Forma |
|
| (In thousands, except share data) |
| Assets: |
|
|
|
|
|
Current assets: |
|
|
|
|
|
Cash |
4,531 |
2,590 |
(3) (4) |
7,121 |
|
Trade receivables, net |
2,683 |
— |
|
2,683 |
|
Inventories, net |
15,992 |
— |
|
15,992 |
|
Prepaid expenses |
1,250 |
(823) |
(10) |
427 |
|
Total current assets |
24,456 |
1,767 |
|
26,223 |
|
Property and equipment, net |
8,246 |
— |
|
8,246 |
|
Goodwill |
5,718 |
— |
|
5,718 |
|
Other intangible assets, net |
14,946 |
— |
|
14,946 |
|
Debt issuance costs, net |
915 |
(915) |
(5) |
— |
|
Deferred tax asset |
— |
20,904 |
(6) |
20,904 |
|
Other assets |
39 |
— |
|
39 |
|
Total assets |
54,320 |
21,756 |
|
76,076 |
| Liabilities: |
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
Current maturities of long-term debt |
4,098 |
(4,098) |
(5) |
— |
|
Accounts payable |
9,999 |
— |
|
9,999 |
|
Accrued expenses |
11,532 |
— |
|
11,532 |
|
Total current liabilities |
25,629 |
(4,098) |
|
21,531 |
|
Deferred gain on sale-leaseback |
140 |
— |
|
140 |
|
Payable pursuant to tax receivable agreement |
— |
15,446 |
(6) |
15,446 |
|
Long-term debt, less current maturities |
59,312 |
(59,312) |
(5) |
— |
|
Total liabilities |
85,081 |
(47,964) |
|
37,117 |
| Equity: |
|
|
|
|
|
Class A Common Stock, par value $0.01 per share; 100,000,000 shares
authorized; 11,054,830 shares issued and outstanding on a pro forma
basis |
— |
110 |
(7) |
110 |
|
Class B Common Stock, par value $0.01 per share; 25,000,000 shares
authorized; 34 shares issued and outstanding on a pro forma basis |
— |
— |
(7) |
— |
|
Preferred Stock, par value $0.01 per share; 25,000,000 shares
authorized; no shares issued and outstanding on a pro forma basis |
— |
— |
(7) |
— |
|
Class A Units, 37,000 units authorized, 36,742 units issued and outstanding |
(35,601) |
35,601 |
(7) |
— |
|
Class B Units, 3,885 units authorized, issued and outstanding |
(8,273) |
8,273 |
(7) |
— |
|
Class M Units, 4,602 units authorized, 1,677 units issued and outstanding |
(3,197) |
3,197 |
(7) |
— |
|
Additional paid-in capital |
— |
16,122 |
(7) |
16,122 |
|
Accumulated earnings |
16,310 |
(10,570) |
(8) |
5,740 |
|
Total (deficit) equity |
(30,761) |
52,733 |
|
21,972 |
|
Non-controlling interest |
— |
16,987 |
(9) |
16,987 |
|
Total members' and stockholders' (deficit) equity |
(30,761) |
69,720 |
|
38,959 |
|
Total liabilities and equity |
54,320 |
21,756 |
|
76,076 |
|
|
|
|
|
|
|
(1) The Company's business has historically been operated through
the LLC, therefore, the historical results of the LLC are presented as a
starting point for the pro forma amounts. |
|
(2) As a newly formed entity, the Company had no results of operations until the completion of the IPO. |
|
(3) Reflects the net effect on cash of the receipt of net proceeds of $99.5 million in the IPO. |
|
(4) The Company paid a non-recurring fee of $3.75 million upon
completion of the IPO in connection with the termination of the LLC's
management agreement. |
|
(5) The LLC paid down all of the amounts owed on its credit
facilities and term loans with the proceeds from the IPO. In connection
with the pay down, debt issuance costs associated with the term loans
were written off to interest expense. |
|
(6) The increase in deferred tax assets of $18.1 million reflects
the Company's future tax benefit attributable to the increase in the tax
basis of the assets upon purchase of units of the LLC (the "LLC Units")
in connection with the IPO and expected election by the LLC under
Section 754 of the Internal Revenue Code of 1986, as amended. The
payable pursuant to the Company's tax receivable agreement reflects an
adjustment equal to 85% of the estimated realizable tax benefit
resulting from the estimated increase in tax basis due to the LLC's
Section 754 election in connection with the sale of LLC Units by the
existing owners of the LLC. |
|
(7) Reflects the net effect of recapitalization and IPO
adjustments, including (i) the elimination of existing members' equity,
(ii) the issuance of Class A and Class B Common Stock, (iii) the net
proceeds from the purchase of LLC Units from the existing owners, (iv)
the net effect of accounting for income taxes and the tax receivable
agreement, and (v) the portion of additional paid-in capital including
these items attributable to our non-controlling interest in the LLC. |
|
(8) Reflects the net effect of adjustments in (4) and (5) above for
the payment of the management termination fee, write-off of debt
issuance costs, and portion of accumulated earnings including these
items attributable to the Company's non-controlling interest in the LLC
multiplied by the 50.7% ownership not directly attributable to the
Company. |
|
(9) The Company's only material asset after the completion of the
recapitalization and IPO is the ownership of 49.3% of the
LLC. Immediately following the IPO, the non-controlling interest was
50.7%. |
|
(10) Reflects the reduction of prepaid expenses directly related to
the IPO, with an offset to the proceeds of the IPO in additional
paid-in capital. |
MALIBU BOATS, INC.
Reconciliation of Non-GAAP Financial Measures
Reconciliation of Historical and Pro Forma Net Income to Non-GAAP Adjusted EBITDA and Adjusted EBITDA Margin (Unaudited):
The following table sets forth a reconciliation of historical and pro
forma net income as determined in accordance with GAAP to Adjusted
EBITDA and Adjusted EBITDA Margin for the periods indicated (dollars in
thousands):
|
| Malibu Boats Holdings, LLC | Pro Forma Malibu Boats, Inc. |
|
| Three Months Ended
December 31, | Six Months Ended
December 31, | Three Months
Ended | Six Months
Ended |
|
| 2013 | 2012 | 2013 | 2012 | December 31,
2013 | December 31,
2013 |
|
Net income |
$ 5,220 |
$ 3,767 |
$ 10,399 |
$ 4,406 |
$ 4,724 |
$ 9,969 |
|
Income taxes |
— |
— |
— |
— |
1,126 |
2,244 |
|
Interest expense |
609 |
400 |
1,773 |
750 |
— |
2 |
|
Depreciation and amortization |
1,682 |
1,531 |
3,271 |
3,147 |
1,682 |
3,271 |
|
Severance and relocation |
— |
— |
— |
192 |
— |
— |
|
Management fees and expenses |
21 |
11 |
43 |
2,110 |
— |
— |
|
Professional fees |
585 |
1,061 |
754 |
1,629 |
585 |
754 |
|
Stock based compensation expense |
32 |
32 |
64 |
64 |
32 |
64 |
|
Strategic and financial restructuring expenses |
552 |
— |
552 |
— |
552 |
552 |
|
Adjusted EBITDA |
$ 8,701 |
$ 6,802 |
$ 16,856 |
$ 12,298 |
$ 8,701 |
$ 16,856 |
|
Adjusted EBITDA margin |
19.8% |
18.0% |
19.3% |
17.3% |
19.8% |
19.3% |
Reconciliation of Non-GAAP Pro Forma Adjusted Fully Distributed Net Income (Unaudited):
The following table sets forth a reconciliation of pro forma net income
attributable to Malibu Boats, Inc. stockholders to pro forma Adjusted
Fully Distributed Net Income for the periods presented (dollars in
thousands, except per share data):
|
| Pro Forma Malibu Boats, Inc. |
|
| Three Months
Ended | Six Months
Ended |
|
| December 31,
2013 | December 31,
2013 |
|
Net income attributable to members and stockholders |
$ 1,757 |
$ 3,776 |
|
Income tax expense |
1,126 |
2,244 |
|
Stock based compensation expense |
32 |
64 |
|
Professional fees |
585 |
754 |
|
Strategic and financial restructuring expenses |
552 |
552 |
|
Net income attributable to noncontrolling interest in LLC |
2,967 |
6,193 |
|
Fully distributed income before income taxes |
7,019 |
13,583 |
|
Income tax expense on fully distributed income before income taxes |
2,617 |
5,065 |
|
Adjusted fully distributed net income |
$ 4,402 |
$ 8,518 |
|
|
|
|
| Adjusted Fully Distributed Net Income per share of Class A Common Stock: |
|
|
|
Basic |
$ 0.20 |
$ 0.38 |
|
Diluted |
$ 0.20 |
$ 0.38 |
|
|
|
|
| Weighted average shares of Class A Common Stock outstanding used in computing Adjusted Fully Distributed Net Income: |
|
|
|
Basic |
22,429 |
22,429 |
|
Diluted |
22,429 |
22,429 |
CONTACT: Investor Contacts
Malibu Boats, Inc.
Wayne Wilson
Chief Financial Officer
(865) 458-5478
ICR
John Rouleau/Rachel Schacter
(203) 682-8200
John.Rouleau@icrinc.com
Rachel.Schacter@icrinc.com
Media Contact
Malibu Boats, Inc.
Mike Quinlan
Director of Marketing
(865) 458-5478