v3.26.3
Acquisition
 3 Months Ended
Sep. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisition 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 consideration 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. The potential earnout consideration has a maximum potential payout of $84.2 million and is to be paid out to the sellers in calendar years 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.

Balance at June 30, 2026 1
$28,180 
Fair value change of earnout$1,248 
Currency adjustment on earnout 2
$(160)
Balance at September 30, 2026 1
$29,268 

1 Amounts presented are net of a $1.7 million offset for post-closing adjustments finalized in June 2026, which the Company intends, and has the legal right, to withhold from future earnout payments.

2 Any currency gain or loss on the earnout is recognized within other expense (income), net, in the Consolidated Statements of Operations and Comprehensive Income (Loss).

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. There have been no adjustments to the preliminary purchase price allocation during the three months ended September 30, 2026. While the measurement period remains open until March 2, 2027, the Company's valuation and
assessment are substantially complete. The Company does not anticipate any further material adjustments to the preliminary valuations before the expiration of the measurement period.

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 income of Saxdor included in the unaudited statement of operations and comprehensive income (loss) for the three months ended September 30, 2026, were $51.1 million and $0.4 million, respectively. Acquisition-related costs of $2.8 million were incurred during the three months ended September 30, 2026, and are included in general and administrative expenses in the unaudited consolidated statement of operations and comprehensive income (loss) for the three months ended September 30, 2026.
Pro Forma Financial Information (Unaudited)
The following unaudited pro forma consolidated results of operations for the three months ended September 30, 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 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.

Three Months Ended
September 30,
2025
Net Sales241,880 
Net income872