What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2020-08-31 compared with 2019-08-29 · 32 added, 9 removed, 51 unchanged (45% of the section changed)

17 unchanged sentences

We did not repurchase any stock during the quarter ended June 30, 2020.

Our board of directors authorized a new stock repurchase program (the "Repurchase Program") for the repurchase of up to $35.0 million of Class A Common Stock and the

LLC Units for the period from July 1, 2019 to July 1, 2020.

The Repurchase Program was publicly announced on June 20, 2019.

The previous stock repurchase program which was authorized by our Board of Directors on February 1, 2016 expired on February 8, 2017.

On June 18, 2019, our Board of Directors authorized a stock repurchase program to allow for the repurchase of up to $35.0 million of our Class A Common Stock and the

LLC's LLC Units (the “Repurchase Program”) for the period from July 1, 2019 to July 1, 2020.

During the fiscal year ended June 30, 2020, we repurchased 483,679 shares of Class A Common Stock for $13.8 million in cash including related fees and expenses.

This repurchase program expired on July 1, 2020.

On August 27, 2020, our Board of Directors authorized a new stock repurchase program (the "New Repurchase Program") for the repurchase of up to $50.0 million of Class A Common Stock and the LLC Units for the period from September 2, 2020 to July 1, 2021.

No shares have been repurchased under the New Repurchase Program.

Unregistered Sales of Equity Securities

There were no unregistered sales of equity securities during the quarter ended June 30, 2019.

On May 18, 2020, in connection with the exchange of limited liability company interests of the LLC by a member of the LLC, the Company issued a total of 12,500 shares of its Class A Common Stock, par value $0.01 per share for nominal consideration to such member in reliance on the exemption under Section 4(a)(2) of the Securities Act.

On May 19, 2020, in connection with the exchange of limited liability company interests of the LLC by a member of the LLC, the Company issued a total of 20,000 shares of its Class A Common Stock, par value $0.01 per share for nominal consideration to such member in reliance on the exemption under Section 4(a)(2) of the Securities Act.

On May 19, 2020, in connection with the exchange of limited liability company interests of the LLC by a member of the LLC, the Company issued a total of 1,000 shares of its Class A Common Stock, par value $0.01 per share for nominal consideration to such member in reliance on the exemption under Section 4(a)(2) of the Securities Act.

On May 20, 2020, in connection with the exchange of limited liability company interests of the LLC by a member of the LLC, the Company issued a total of 25,000 shares of its Class A Common Stock, par value $0.01 per share for nominal consideration to such member in reliance on the exemption under Section 4(a)(2) of the Securities Act.

Equity Compensation Plan Information

6 unchanged sentences

Fiscal Year Ended June 30,

2020 2019 2018 2017 2016

(Dollars in thousands)

Consolidated statement of operations and comprehensive income data:

Net sales $ 653,163 $ 684,016 $ 497,002 $ 281,937 $ 252,965

Cost of sales 503,893 517,746 376,660 206,899 186,145

Gross profit 149,270 166,270 120,342 75,038 66,820

Operating expenses:

1 unchanged sentence

General and administrative 39,912 44,256 31,359 24,783 21,256

Amortization 6,131 5,956 5,198 2,198 2,185

Operating income 85,310 98,112 70,067 39,438 35,904

2 unchanged sentences

Income tax expense 19,076 22,096 58,418 17,593 11,801

Net income 64,656 69,701 30,969 31,075 20,295

Net income attributable to non-controlling interest 1

3,094 3,635 3,356 2,717 2,253

Net income attributable to Malibu Boats, Inc.

$ 61,562 $ 66,066 $ 27,613 $ 28,358 $ 18,042

Net income available to Class A Common Stock per share:

Basic $ 2.98 $ 3.17 $ 1.37 $ 1.59 $ 1.01

Diluted $ 2.95 $ 3.15 $ 1.36 $ 1.58 $ 1.00

Weighted average shares outstanding used in computing net income per share:

Basic 20,662,750 20,832,445 20,179,381 17,846,894 17,934,580

Diluted 20,852,361 20,966,539 20,281,210 17,951,332 17,985,427

Consolidated balance sheet data:

Total assets $ 477,346 $ 451,314 $ 365,768 $ 223,663 $ 222,326

Total current liabilities 70,163 75,332 65,386 39,185 47,829

2 unchanged sentences

Additional financial and other data:

Unit volume 6.444 7,362 6,292 3,815 3,569

Gross margin 22.8 % 24.3 % 24.2 % 26.6 % 26.4 %

Adjusted EBITDA 2

$ 110,947 $ 125,895 $ 92,718 $ 55,721 $ 48,231

Adjusted EBITDA margin 2

17.0 % 18.4 % 18.7 % 19.8 % 19.1 %

Adjusted fully distributed net income per share 2

$ 3.29 $ 3.76 $ 2.60 $ 1.56 $ 1.32

(1) The non-controlling interest represents the portion of earnings or (loss) attributable to the economic interest held by the non-controlling LLC Unit holders.

The weighted average non-controlling interest attributable to ownership interests in the LLC was 4.1%, 5.3%, 7.0%, 11.1% and 36.8% for the fiscal years ended June 30, 2019, 2018, 2017, 2016 and 2015, respectively.

The non-controlling interest was 3.8% as of June 30, 2019, 4.8% as of June 30, 2018, 6.6% as of June 30, 2017 and 7.4% as of June 30, 2016 and 2015, respectively.

The weighted average non-controlling interest attributable to ownership interests in the LLC was 3.8%, 4.1%, 5.3%, 7.0%, and 11.1% for the fiscal years ended June 30, 2020, 2019, 2018, 2017, and 2016.

The non-controlling interest was 3.4%, 3.8%, 4.8%, 6.6% and 7.4% as of June 30, 2020, 2019, 2018, 2017, and 2016.

(2) Adjusted EBITDA, adjusted EBITDA margin, and adjusted fully distributed net income per share are non-GAAP financial measures.

For definitions of adjusted EBITDA, adjusted EBITDA margin, and adjusted fully distributed net income and a reconciliation of each to net income, see “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations-GAAP Reconciliation of Non-GAAP Financial Measures.”

For definitions of adjusted EBITDA, adjusted EBITDA margin, and adjusted fully distributed net income and a reconciliation of each measure to net income for the fiscal years ended June 30, 2020, 2019, and 2018, see “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations-GAAP Reconciliation of Non-GAAP Financial Measures.” For a reconciliation of each measure to net income for the fiscal years ended June 30, 2017 and 2016, see “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations-GAAP Reconciliation of Non-GAAP Financial Measures” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2018.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity