v3.26.1
Acquisitions
 12 Months Ended
Jun. 30, 2026
Business Combination [Abstract]  
Acquisitions Acquisition
Saxdor Acquisition
On March 2, 2026, the Company completed the acquisition of 100% of the equity interests of Saxdor, a privately held Finnish company that manufactures premium adventure dayboats. Net assets and results of operations of Saxdor are included in
our results commencing on March 2, 2026, and are reported as a separate reportable segment. The aggregate purchase price of approximately $203.9 million consisted of cash consideration, 1,523,794 shares of Class A Common Stock at $27.37 per share, and contingent considerations related to an earnout with an initial fair value of approximately $32.6 million estimated using a scenario based model as well as a Monte Carlo simulation model. In addition, the purchase price included a net working capital adjustment and escrow receivable discussed further below. The potential earnout consideration has a maximum potential payout of $84.2 million and is to be paid out to the sellers in calendar year 2027, 2028, and 2029 based on the results of the remainder of calendar year 2026 and the subsequent two calendar years (the "earnout period"), subject to the achievement of certain specified post-closing operating and financial targets by Saxdor. The earnout was classified as a liability on our consolidated balance sheet. The current portion of the earnout amount is included in accrued expenses and the remainder is included in other long-term liabilities. The fair value of the earnout was estimated using significant unobservable inputs and is therefore classified as a Level 3 fair value measurement. These inputs include the estimated amount of the revenue forecast, revenue volatility and a risk-adjusted discount rate of approximately 18.5% used to adjust the probability-weighted cash flow payments to their present value. During the period, the estimated fair value of the contingent earnout liability decreased by $1.6 million which was recognized as a gain within other expense (income), net, in the Consolidated Statements of Operations and Comprehensive (Loss) Income.
At the time of the acquisition, a portion of the cash consideration was deposited into an escrow account. The total escrow amount of $5.9 million at the acquisition date was designated to settle the final consideration payable pursuant to the Purchase Agreement after all mutually agreed net working capital, closing indebtedness, and closing cash adjustments had been made. During June 2026, the Company recognized an escrow receivable of $5.7 million, adjusted for currency translation, when the post-closing adjustments were finalized. An additional $1.7 million related to the same post-closing adjustments was recorded as an offset to the contingent earnout liability as the Company intends, and has the legal right, to withhold such amount from future earnout payments. Any currency translation gain or loss on the earnout or escrow receivable are recognized within other expense (income), net, in the Consolidated Statements of Operations and Comprehensive (Loss) Income.
Balance at acquisition date$32,599 
Fair value change of earnout$(1,597)
Currency translation adjustment on earnout$(1,113)
Reduction due to contractual offset from finalized purchase price adjustment$(1,709)
Balance at June 30, 2026$28,180 
Saxdor met the definition of a business pursuant to ASC 805, Business Combinations, and the acquisition was accounted for as a business combination under the acquisition method of accounting. The Company believes that the information available provides a reasonable basis for estimating fair values of the assets acquired and liabilities assumed. However, the valuation of certain assets and liabilities is preliminary and subject to change as additional information becomes available and as further analyses are performed. Accordingly, the preliminary purchase price allocation may be adjusted during the measurement period. During the fourth quarter of fiscal 2026, the Company recorded measurement period adjustments that decreased the fair values of assets acquired and liabilities assumed by approximately $1.5 million and decreased total consideration transferred by approximately $7.6 million. The Company expects to complete its valuation analyses and finalize the purchase price allocation
as soon as practicable, but no later than one year from the acquisition date, as required by ASC 805. The measurement period is expected to conclude no later than March 2, 2027.
The following table summarizes the preliminary estimated fair values assigned to the assets acquired and liabilities assumed as of March 2, 2026 (as adjusted). These preliminary fair values are based on internal Company and independent external third-party valuations and are subject to change as certain asset and liability valuations are finalized:
Recognized preliminary amounts of identifiable assets acquired and liabilities assumed, at fair value:
Cash and cash equivalents11,277
Trade receivables2,085
Inventories59,777
Prepaid expenses and other current assets7,107
Property, plant, and equipment22,952
Intangible assets142,918
Other assets8,290
Total assets acquired254,406
Accounts payable26,681
Accrued expenses45,883
Income taxes and tax distribution payable50
Other liabilities5,406
Total liabilities assumed78,020
Net assets acquired 176,386
Goodwill27,501 
Total preliminary purchase price$203,887 

The preliminary fair value estimates (as adjusted) for the Company's identifiable intangible assets acquired as part of the acquisition are as follows:
Preliminary Fair ValueEstimated Useful Life (in years)
Definite-lived intangibles:
     Dealer relationships 47,83615
     Backlog8,2680.92
Total definite-lived intangibles56,104
Indefinite-lived intangible:
Trade name86,814
     Total identifiable intangible assets$142,918 
The fair values of the dealer relationships and backlog were determined using the multi-period excess earnings method, and the fair value of the trade name was determined using the relief-from-royalty method.
The definite-lived intangible assets were recorded at fair value as of the acquisition date and are amortized using the straight-line method to general and administrative expenses over their estimated useful lives. Indefinite-lived intangible assets are not amortized but instead are evaluated for potential impairment on an annual basis in accordance with the provisions of ASC Topic 350, Intangibles—Goodwill and Other. The weighted average useful life of identifiable definite-lived intangible assets acquired was 12.93 years. Goodwill of $27.5 million arising from the acquisition represents expected synergies and cost savings as well as intangible assets that do not qualify for separate recognition, including Saxdor's assembled workforce. The indefinite-lived intangible assets and goodwill acquired are expected to be deductible for income tax purposes.
Revenue and net loss of Saxdor included in the audited statement of operations and comprehensive (loss) income from the acquisition date through June 30, 2026, were $84.3 million and $2.0 million, respectively. Acquisition-related costs of $14.8 million were incurred during the year ended June 30, 2026, and are included in general and administrative expenses in the audited consolidated statement of operations and comprehensive (loss) income for the fiscal year ended June 30, 2026.
Pro Forma Financial Information (Unaudited)
The following unaudited pro forma consolidated results of operations for the fiscal years ended June 30, 2026 and 2025, assumes that the acquisition of Saxdor occurred as of July 1, 2024. The unaudited pro forma financial information combines historical results of Malibu and Saxdor, with adjustments for interest on debt financing, depreciation and amortization attributable to fair value estimates on acquired tangible and intangible assets for the respective periods.
The Company incurred approximately $14.8 million of acquisition-related expenses. The Company recognized a nonrecurring pro forma adjustment to the year ended June 30, 2026 to remove the impact of the transaction costs from the historical balances, while recognizing the $14.8 million of acquisition-related expenses within the year ended June 30, 2025 to reflect the costs as if the acquisition was completed during the year ended June 30, 2025.
Additionally, the Company recognized a nonrecurring pro forma adjustment to pro forma earnings to amortize the fair value step up of Saxdor inventory acquired during the year ended June 30, 2025.
The unaudited pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the business combination had taken place at such time.
Year ended
June 30,
20262025
Net Sales1,051,264 962,480 
Net income18,652 2,470