[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides MarineMax, Inc.'s unaudited condensed consolidated financial statements, management's discussion, market risk disclosures, and controls and procedures [ITEM 1. Financial Statements](index=3&type=section&id=ITEM%201.%20Financial%20Statements) This section presents MarineMax, Inc.'s unaudited condensed consolidated financial statements, including statements of operations, comprehensive income, balance sheets, shareholders' equity, and cash flows, along with detailed notes on key accounting areas [Condensed Consolidated Statements of Operations](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section details the company's financial performance, including revenue, cost of sales, gross profit, operating income, and net income for the specified periods **Condensed Consolidated Statements of Operations (Amounts in thousands, except share and per share data):** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :--------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Revenue | $657,159 | $757,720 | $1,757,135 | $1,867,886 | | Cost of sales | 457,538 | 515,621 | 1,198,349 | 1,259,885 | | Gross profit | 199,621 | 242,099 | 558,786 | 608,001 | | Selling, general, and administrative expenses | 172,106 | 181,072 | 469,558 | 506,574 | | Goodwill impairment | 69,055 | — | 69,055 | — | | (Loss) income from operations | (41,540) | 61,027 | 20,173 | 101,427 | | Interest expense | 16,936 | 18,229 | 53,860 | 55,968 | | (Loss) income before income tax (benefit) provision | (58,476) | 42,798 | (33,687) | 45,459 | | Income tax (benefit) provision | (6,506) | 11,085 | (3,003) | 11,452 | | Net (loss) income | (51,970) | 31,713 | (30,684) | 34,007 | | Net (loss) income attributable to MarineMax, Inc. | $(52,146) | $31,550 | $(30,780) | $34,067 | | Basic net (loss) income per common share | $(2.42) | $1.42 | $(1.38) | $1.53 | | Diluted net (loss) income per common share | $(2.42) | $1.37 | $(1.38) | $1.48 | [Condensed Consolidated Statements of Comprehensive Income](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) This section presents the company's net income adjusted for other comprehensive income items, such as foreign currency translation and interest rate swap contract changes **Condensed Consolidated Statements of Comprehensive Income (Amounts in thousands):** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Net (loss) income | $(51,970) | $31,713 | $(30,684) | $34,007 | | Foreign currency translation adjustments | 8,291 | (458) | 5,232 | 1,161 | | Interest rate swap contract | (85) | (47) | (119) | (272) | | Total other comprehensive income (loss), net of tax | 8,206 | (505) | 5,113 | 889 | | Comprehensive (loss) income | (43,764) | 31,208 | (25,571) | 34,896 | | Comprehensive (loss) income attributable to MarineMax, Inc. | $(44,627) | $31,104 | $(26,089) | $34,849 | [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and shareholders' equity at specific points in time **Condensed Consolidated Balance Sheets (Amounts in thousands):** | Asset/Liability/Equity | June 30, 2025 | September 30, 2024 | | :------------------------------------------ | :-------------- | :----------------- | | **ASSETS** | | | | Cash and cash equivalents | $151,017 | $224,326 | | Accounts receivable, net | 106,849 | 106,409 | | Inventories | 906,219 | 906,641 | | Total current assets | 1,197,878 | 1,273,211 | | Property and equipment, net | 551,912 | 532,766 | | Goodwill | 527,144 | 592,293 | | Total assets | $2,487,737 | $2,605,068 | | **LIABILITIES** | | | | Accounts payable | $44,504 | $54,481 | | Contract liabilities (customer deposits) | 48,900 | 64,845 | | Accrued expenses | 116,892 | 197,295 | | Short-term borrowings (Floor Plan) | 735,215 | 708,994 | | Total current liabilities | 991,149 | 1,069,143 | | Long-term debt, net of current maturities | 365,070 | 355,906 | | Total liabilities | 1,536,414 | 1,618,819 | | **SHAREHOLDERS' EQUITY** | | | | Total shareholders' equity attributable to MarineMax, Inc. | 940,530 | 975,795 | | Non-controlling interests | 10,793 | 10,454 | | Total shareholders' equity | 951,323 | 986,249 | | Total liabilities and shareholders' equity | $2,487,737 | $2,605,068 | [Condensed Consolidated Statements of Shareholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders'%20Equity) This section outlines changes in the company's shareholders' equity, including net income, treasury stock transactions, and stock-based compensation **Changes in Shareholders' Equity (Amounts in thousands, except share data) for Nine Months Ended June 30, 2025:** | Item | Common Stock (Shares) | Common Stock (Amount) | Additional Paid-in Capital | Accumulated Other Comprehensive Income (loss) | Retained Earnings | Treasury Stock | Non-controlling Interests | Total Shareholders' Equity | | :------------------------------------ | :-------------------- | :-------------------- | :------------------------- | :------------------------------------------ | :---------------- | :------------- | :------------------------ | :------------------------- | | Balance, September 30, 2024 | 29,898,545 | $30 | $343,911 | $4,636 | $778,015 | $(150,797) | $10,454 | $986,249 | | Net income (loss) | — | — | — | — | (30,684) | — | 96 | (30,588) | | Purchase of treasury stock | — | — | — | — | — | (27,480) | — | (27,480) | | Stock-based compensation | 3,299 | — | 16,437 | — | — | — | — | 16,437 | | Other comprehensive income (loss) | — | — | — | 4,686 | — | — | 1,026 | 5,712 | | Balance, June 30, 2025 | 30,130,499 | $30 | $362,216 | $9,322 | $747,239 | $(178,277) | $10,793 | $951,323 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section reports the cash inflows and outflows from operating, investing, and financing activities, showing the overall change in cash and cash equivalents **Condensed Consolidated Statements of Cash Flows (Amounts in thousands) for Nine Months Ended June 30:** | Activity | 2025 | 2024 | | :------------------------------------------ | :----- | :----- | | Net cash provided by (used in) operating activities | $11,354 | $(24,878) | | Net cash used in investing activities | $(42,065) | $(64,824) | | Net cash (used in) provided by financing activities | $(43,100) | $130,129 | | Effect of exchange rate changes on cash | $502 | $541 | | NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | $(73,309) | $40,968 | | CASH AND CASH EQUIVALENTS, beginning of period | $224,326 | $201,456 | | CASH AND CASH EQUIVALENTS, end of period | $151,017 | $242,424 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements, covering accounting policies and significant estimates [1. Company Background](index=9&type=section&id=1.%20COMPANY%20BACKGROUND) MarineMax, Inc. is the world's largest recreational boat and yacht retailer and superyacht services company, with over 120 global locations, whose revenue is significantly influenced by key brands and recent acquisitions, while facing negative impacts from economic conditions and interest rates - MarineMax is the world's largest recreational boat and yacht retailer, marina operator, and superyacht services company, operating over **120 locations worldwide** as of June 30, 2025[23](index=23&type=chunk) - Sales of new Brunswick boats (Sea Ray and Boston Whaler) accounted for approximately **20% of fiscal 2024 revenue**, with Azimut yachts contributing approximately **8%**[24](index=24&type=chunk)[25](index=25&type=chunk) - Recent acquisitions include Boatzon (digital retail platform), C&C Boat Works (boat dealer), AGY (luxury charter management), Williams Tenders USA (distributor), Native Marine (boat dealer), Aviara brand rights, and two marinas (Treasure Island Marina service/parts, Shelter Bay Marina)[26](index=26&type=chunk) - Economic conditions, particularly in Florida (**53% of fiscal 2024 dealership revenue**), consumer discretionary spending, higher long-term interest rates, and tariffs have negatively impacted revenues and profits[28](index=28&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk) [2. Basis of Presentation](index=11&type=section&id=2.%20BASIS%20OF%20PRESENTATION) The unaudited condensed consolidated financial statements are prepared under GAAP for interim reporting, incorporating normal recurring adjustments and significant estimates, with all intercompany transactions eliminated - Unaudited Condensed Consolidated Financial Statements are prepared in accordance with GAAP for interim financial information, with all adjustments being **normal recurring adjustments**[32](index=32&type=chunk) - Significant estimates include valuation allowances, goodwill and intangible assets, long-lived assets, and contingent consideration liabilities, which could lead to differences between actual and estimated results[33](index=33&type=chunk) [3. New Accounting Pronouncements](index=11&type=section&id=3.%20NEW%20ACCOUNTING%20PRONOUNCEMENTS) The Company is evaluating the impact of new FASB ASUs on Segment Reporting, Income Taxes, and Income Statement Expenses, effective for fiscal years ending September 30, 2025, 2026, and 2028, respectively, which are expected to enhance disclosures - ASU 2023-07, 'Segment Reporting,' effective for fiscal year ending September 30, 2025, is expected to result in **expanded disclosures** about segment operations and significant segment expenses[35](index=35&type=chunk) - ASU 2023-09, 'Income Taxes,' effective for fiscal year ending September 30, 2026, will enhance income tax disclosures through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction[36](index=36&type=chunk) - ASU 2024-03, 'Income Statement Expenses,' effective for fiscal year ending September 30, 2028, requires additional information about certain expenses in the financial statements[37](index=37&type=chunk) [4. Fair Value Measurements](index=13&type=section&id=4.%20FAIR%20VALUE%20MEASUREMENTS) The Company measures financial assets and liabilities at fair value using a hierarchy of inputs, with interest rate swaps as Level 2 and contingent consideration liabilities as Level 3, which significantly decreased for the nine months ended June 30, 2025 **Fair Value Measurements (Amounts in thousands):** | Item | June 30, 2025 (Level 2) | June 30, 2025 (Level 3) | September 30, 2024 (Level 2) | September 30, 2024 (Level 3) | | :------------------------------ | :---------------------- | :---------------------- | :--------------------------- | :--------------------------- | | Interest rate swap contract | $553 | — | $716 | — | | Contingent consideration liabilities | — | $4,532 | — | $81,311 | **Changes in Fair Value of Contingent Consideration Liabilities (Amounts in thousands):** | Item | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------ | :------------------------------ | | Beginning balance - September 30, | $81,311 | $86,059 | | Additions from business acquisitions | — | 1,313 | | Settlements | (51,127) | (3,032) | | Change in fair value and net present value of contingency | (25,655) | 2,393 | | Ending balance June 30, | $4,529 | $86,733 | - The fair value of contingent consideration liabilities is a **Level 3 measurement**, determined using financial projections, market participant assumptions, and Monte Carlo simulation analysis[43](index=43&type=chunk) [5. Revenue Recognition](index=14&type=section&id=5.%20REVENUE%20RECOGNITION) Revenue is primarily recognized from boat, motor, and trailer sales upon transfer of control to the customer, with other streams including services and rentals recognized over time, and the majority of Retail Operations revenue recognized at a point in time - Revenue from boat, motor, and trailer sales is recognized upon **transfer of control** to the customer, typically upon acceptance[46](index=46&type=chunk) - Revenue from maintenance and repair services, service operations, and slip and storage rentals is recognized **over time** as services are performed or performance obligations are met[48](index=48&type=chunk)[52](index=52&type=chunk) **Revenue Recognition Timing by Reportable Segment:** | Segment | Three Months Ended June 30, 2025 (Point in Time) | Three Months Ended June 30, 2025 (Over Time) | Nine Months Ended June 30, 2025 (Point in Time) | Nine Months Ended June 30, 2025 (Over Time) | | :-------------------- | :----------------------------------- | :--------------------------- | :---------------------------------- | :-------------------------- | | Retail Operations | 87.0% | 13.0% | 86.8% | 13.2% | | Product Manufacturing | 100.0% | — | 100.0% | — | **Revenue Disaggregation by Category (Total Revenue):** | Category | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :-------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | New boat sales | 63.6% | 69.9% | 62.7% | 67.4% | | Used boat sales | 12.2% | 8.9% | 12.5% | 9.4% | | Maintenance and repair services | 5.1% | 4.1% | 5.0% | 4.6% | | Storage and charter rentals | 6.4% | 5.6% | 7.5% | 6.9% | | Finance and insurance products | 3.6% | 3.0% | 3.4% | 2.9% | | Parts and accessories | 4.6% | 4.0% | 4.6% | 4.5% | | Brokerage sales | 4.5% | 4.5% | 4.3% | 4.3% | | **Total Revenue** | **100.0%** | **100.0%** | **100.0%** | **100.0%** | [6. Leases](index=17&type=section&id=6.%20LEASES) MarineMax primarily leases real estate as operating leases, incurring approximately **$9.3 million** in expenses for three months and **$25.4 million** for nine months ended June 30, 2025, while also generating lease income as a lessor - Operating lease expenses were approximately **$9.3 million** for the three months ended June 30, 2025 (vs. $8.9 million in 2024) and **$25.4 million** for the nine months ended June 30, 2025 (vs. $25.1 million in 2024)[57](index=57&type=chunk) - As of June 30, 2025, the weighted-average remaining lease term for operating leases was approximately **19 years**, and the weighted-average discount rate used was approximately **6.6%**[56](index=56&type=chunk)[60](index=60&type=chunk) **Operating Lease Income (Amounts in thousands) for Nine Months Ended June 30:** | Income Type | 2025 | 2024 | | :-------------------- | :----- | :----- | | Operating lease income | $7,171 | $7,470 | | Variable lease income | $560 | $536 | | Total rental income | $7,731 | $8,006 | [7. Inventories](index=19&type=section&id=7.%20INVENTORIES) Inventories are valued at the lower of cost or net realizable value, primarily on a specific identification basis, with total inventories remaining stable at approximately **$906.2 million** as of June 30, 2025 - Inventories are stated at the **lower of cost or net realizable value**, with new and used boats, motors, and trailers accounted for on a specific identification basis[65](index=65&type=chunk) **Inventories Composition (Amounts in thousands):** | Category | June 30, 2025 | September 30, 2024 | | :-------------------------------- | :-------------- | :----------------- | | New and used boats, motors, and trailers | $805,226 | $784,152 | | In transit inventory and deposits | 53,441 | 60,470 | | Parts, accessories, and other | 13,410 | 14,569 | | Work-in-process | 18,090 | 24,996 | | Raw materials | 16,052 | 22,454 | | **Total Inventories** | **$906,219** | **$906,641** | [8. Goodwill](index=19&type=section&id=8.%20GOODWILL) Goodwill is tested for impairment annually, with MarineMax recognizing a **$69.1 million** non-cash, pre-tax impairment charge for the Product Manufacturing segment due to declining performance, eliminating its carrying value, while no impairment was recorded for Retail Operations - A non-cash, pre-tax goodwill impairment charge of **$69.1 million** was recognized for the Product Manufacturing reporting unit and segment during the three and nine months ended June 30, 2025, due to declining performance[72](index=72&type=chunk) - As a result of the impairment, there was **no remaining carrying value of goodwill** for the Product Manufacturing segment as of June 30, 2025[72](index=72&type=chunk) - No impairments were recorded for the Retail Dealerships, Superyacht Services, or IGY Marinas reporting units within the Retail Operations segment, as their fair values exceeded carrying values[72](index=72&type=chunk) **Changes in Carrying Amount of Goodwill by Reportable Segment (Amounts in thousands) for Nine Months Ended June 30, 2025:** | Item | Retail Operations | Product Manufacturing | Total | | :-------------------------- | :---------------- | :-------------------- | :------ | | Balance as of September 30, 2024 | $523,238 | $69,055 | $592,293 | | Goodwill acquired | 680 | — | 680 | | Foreign currency translation | 3,226 | — | 3,226 | | Goodwill impairment | — | (69,055) | (69,055) | | **Balance as of June 30, 2025** | **$527,144** | **$-** | **$527,144** | [9. Income Taxes](index=21&type=section&id=9.%20INCOME%20TAXES) MarineMax recognized an income tax benefit of **$6.5 million** for three months and **$3.0 million** for nine months ended June 30, 2025, primarily due to goodwill impairment, resulting in a significantly decreased effective income tax rate **Income Tax (Benefit) Provision and Effective Tax Rate:** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Income tax (benefit) provision | $(6,506) | $11,085 | $(3,003) | $11,452 | | Effective income tax rate | 11.1% | 25.9% | 8.9% | 25.2% | - The changes in the effective income tax rates are primarily a result of recording the **goodwill impairment**[75](index=75&type=chunk) [10. Short-term Borrowings and Long-term Debt](index=23&type=section&id=10.%20SHORT-TERM%20BORROWINGS%20AND%20LONG-TERM%20DEBT) MarineMax operates under an Amended Credit Facility with a **$950 million** Floor Plan and other loans maturing in August 2027, with short-term borrowings totaling **$735.2 million** and long-term debt at **$365.1 million** as of June 30, 2025, while remaining in compliance with all financial covenants - The Amended Credit Facility provides a Floor Plan of up to **$950 million**, a **$100 million** revolving credit facility, a **$400 million** delayed draw term loan, and a **$100 million** delayed draw mortgage loan, all maturing in August 2027[77](index=77&type=chunk) - As of June 30, 2025, outstanding short-term borrowings (Floor Plan) were approximately **$735.2 million**, with an interest rate of approximately **7.8%** (down from 8.8% in 2024)[80](index=80&type=chunk)[81](index=81&type=chunk) - The Company was in compliance with all covenants under the Amended Credit Agreement as of June 30, 2025, including a leverage ratio not exceeding **3.35 to 1.0** and a consolidated fixed charge coverage ratio greater than **1.10 to 1.0**[79](index=79&type=chunk) **Long-term Debt (Amounts in thousands):** | Debt Type | June 30, 2025 | September 30, 2024 | | :------------------------------------------ | :-------------- | :----------------- | | Mortgage facility payable to Flagship Bank | $5,039 | $5,411 | | Mortgage facility payable to Seacoast National Bank | 14,360 | 15,378 | | Mortgage facility payable to Hancock Whitney Bank | 19,931 | 21,366 | | Mortgage facility payable to M&T Bank | 36,540 | — | | Term loan payable to M&T Bank | 325,000 | 347,500 | | Loan payable to TRANSPORT S.a.s di Taula Vittorio & C. | 1,393 | 1,531 | | Total long-term debt | 402,263 | 391,186 | | Less: current portion | (35,593) | (33,766) | | Less: unamortized debt issuance costs | (1,600) | (1,514) | | **Long-term debt, net current portion and unamortized debt issuance costs** | **$365,070** | **$355,906** | [11. Stock-Based Compensation](index=25&type=section&id=11.%20STOCK-BASED%20COMPENSATION) MarineMax recognized stock-based compensation expense of approximately **$5.6 million** for three months and **$16.4 million** for nine months ended June 30, 2025, with cash received from option exercises at approximately **$2.6 million** for both nine-month periods - Stock-based compensation expense was approximately **$5.6 million** for the three months ended June 30, 2025 (vs. $6.1 million in 2024) and **$16.4 million** for the nine months ended June 30, 2025 (vs. $17.5 million in 2024)[88](index=88&type=chunk) - Cash received from option exercises under all share-based compensation arrangements was approximately **$2.6 million** for both the nine months ended June 30, 2025 and 2024[89](index=89&type=chunk) [12. The Incentive Stock Plans](index=25&type=section&id=12.%20THE%20INCENTIVE%20STOCK%20PLANS) Shareholders approved an increase of **495,000 shares** to the 2021 Stock-Based Compensation Plan in February 2025, with **1,256,392 shares** available for grant and **25,000 options** outstanding as of June 30, 2025, and no options granted during the nine-month periods - In February 2025, shareholders approved increasing the total number of available shares under the 2021 Plan by **495,000**[90](index=90&type=chunk) **Incentive Stock Plan Activity (September 30, 2024 to June 30, 2025):** | Metric | Shares Available for Grant | Options Outstanding | | :-------------------------- | :------------------------- | :------------------ | | Balance as of September 30, 2024 | 1,295,064 | 30,750 | | Shares authorized | 495,000 | — | | Options exercised | — | (5,750) | | Restricted stock awards granted | (574,132) | — | | Restricted stock awards forfeited | 45,509 | — | | Additional shares of stock issued | (5,049) | — | | **Balance as of June 30, 2025** | **1,256,392** | **25,000** | - No options were granted during the nine months ended June 30, 2025 and 2024[92](index=92&type=chunk) [13. Restricted Stock Awards](index=27&type=section&id=13.%20RESTRICTED%20STOCK%20AWARDS) The Company grants non-vested restricted stock awards and RSUs with two to four-year vesting periods, with approximately **$23.1 million** of unrecognized compensation cost as of June 30, 2025, to be recognized over **2.0 years** **Restricted Stock Award Activity (September 30, 2024 to June 30, 2025):** | Metric | Shares/Units | | :-------------------------------- | :----------- | | Non-vested balance as of September 30, 2024 | 1,453,229 | | Awards granted | 574,132 | | Awards vested | (133,509) | | Awards forfeited | (45,509) | | **Non-vested balance as of June 30, 2025** | **1,848,343** | - As of June 30, 2025, total unrecognized compensation cost related to non-vested restricted stock awards was approximately **$23.1 million**, to be recognized over a weighted average period of **2.0 years**[95](index=95&type=chunk) [14. Employee Stock Purchase Plan](index=29&type=section&id=14.%20EMPLOYEE%20STOCK%20PURCHASE%20PLAN) In February 2025, shareholders approved an increase of **500,000 shares** to the Stock Purchase Plan, allowing employees to purchase common stock at a discount, with **1,428,555 shares** issued as of June 30, 2025 - Shareholders approved an increase of **500,000 shares** to the Stock Purchase Plan in February 2025, making up to **2,000,000 shares** available for purchase by employees[96](index=96&type=chunk) - As of June 30, 2025, **1,428,555 shares** of common stock have been issued under the Stock Purchase Plan[97](index=97&type=chunk) **Black-Scholes Model Weighted Average Assumptions for Stock Purchase Plan:** | Assumption | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Dividend yield | 0.0% | 0.0% | 0.0% | 0.0% | | Risk-free interest rate | 4.3% | 5.4% | 4.3% | 5.4% | | Volatility | 53.3% | 50.7% | 57.5% | 46.0% | | Expected life | Six Months | Six Months | Six Months | Six Months | [15. Net Income Per Share](index=29&type=section&id=15.%20NET%20INCOME%20PER%20SHARE) The weighted average common shares outstanding for basic net income per share were **21,515,092** for three months and **22,249,076** for nine months ended June 30, 2025, with dilutive options and restricted stock being anti-dilutive and excluded **Weighted Average Shares Used in Net Income Per Share Calculation:** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :---------------------------------------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Weighted average common shares outstanding used in calculating basic net income per share | 21,515,092 | 22,268,758 | 22,249,076 | 22,254,619 | | Effect of dilutive options and non-vested restricted stock awards | — | 780,339 | — | 697,615 | | Weighted average common and common equivalent shares used in calculating diluted net income per share | 21,515,092 | 23,049,097 | 22,249,076 | 22,952,234 | - Approximately **1.9 million** weighted average shares of options and non-vested restricted stock were anti-dilutive for the three months ended June 30, 2025, and **1.8 million** for the nine months ended June 30, 2025, and thus excluded from diluted EPS calculation[98](index=98&type=chunk) [16. Commitments and Contingencies](index=29&type=section&id=16.%20COMMITMENTS%20AND%20CONTINGENCIES) The Company is involved in various legal actions in the ordinary course of business, but these are not expected to have a material adverse effect on its financial condition, results of operations, or cash flows - The Company is party to various legal actions arising in the ordinary course of business, but these are not expected to have a material adverse effect on its financial condition, results of operations, or cash flows[99](index=99&type=chunk) [17. Segment Information](index=29&type=section&id=17.%20SEGMENT%20INFORMATION) MarineMax operates in Retail Operations and Product Manufacturing segments, with Retail Operations revenue decreasing by **12.8%** and operating income by **52.2%**, while Product Manufacturing revenue decreased by **15.5%** and incurred a significant operating loss due to goodwill impairment for the three months ended June 30, 2025 - MarineMax's reportable segments are Retail Operations (selling new/used boats, marine products, services, marinas, superyacht services) and Product Manufacturing (Cruisers Yachts and Intrepid Powerboats)[101](index=101&type=chunk)[102](index=102&type=chunk) **Revenue and (Loss) Income from Operations by Reportable Segment (Amounts in thousands):** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | **Revenue:** | | | | | | Retail Operations | $655,750 | $752,171 | $1,750,439 | $1,855,433 | | Product Manufacturing | 32,150 | 38,062 | 105,591 | 124,372 | | Elimination of intersegment revenue | (30,741) | (32,513) | (98,895) | (111,919) | | **Total Revenue** | **$657,159** | **$757,720** | **$1,757,135** | **$1,867,886** | | **(Loss) Income from operations:** | | | | | | Retail Operations | $28,079 | $58,733 | $90,271 | $94,204 | | Product Manufacturing | (72,363) | (548) | (75,570) | 2,508 | | Intersegment adjustments | 2,744 | 2,842 | 5,472 | 4,715 | | **Total (Loss) Income from operations** | **$(41,540)** | **$61,027** | **$20,173** | **$101,427** | - The Product Manufacturing segment's operating loss for the three and nine months ended June 30, 2025, includes a **$69.1 million** non-cash goodwill impairment charge[103](index=103&type=chunk) [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses MarineMax's financial condition and results, highlighting decreased revenue and gross profit due to a challenging retail environment, the **$69.1 million** goodwill impairment, liquidity, capital resources, and the impact of seasonality and weather [2.1 Overview and Business Environment](index=33&type=section&id=General) This section provides an overview of MarineMax as the world's largest recreational boat and yacht retailer, detailing recent acquisitions and the negative impact of economic conditions on its operating results - MarineMax is the world's largest recreational boat and yacht retailer, marina operator, and superyacht services company, with over **70 retail locations** in **21 states**[108](index=108&type=chunk)[117](index=117&type=chunk) - Recent acquisitions include Boatzon, C&C Boat Works, AGY, Williams Tenders USA, Native Marine, Aviara brand rights, and two marinas, continuing the company's acquisition strategy[109](index=109&type=chunk)[110](index=110&type=chunk) - Operating results are negatively impacted by general economic conditions, consumer discretionary spending, higher long-term interest rates, and tariffs, leading to decreased revenues and profits[111](index=111&type=chunk)[112](index=112&type=chunk)[114](index=114&type=chunk) - The company believes its core strengths and retailing strategies, including its digital platform, will enable it to capitalize on growth opportunities despite industry cyclicality[116](index=116&type=chunk) [2.2 Application of Critical Accounting Policies](index=35&type=section&id=Application%20of%20Critical%20Accounting%20Policies) This section discusses the company's critical accounting policies, particularly goodwill impairment testing, which resulted in a **$69.1 million** charge for the Product Manufacturing segment - The company tests goodwill for impairment at least annually, or when events indicate carrying value may not be recoverable, using income and market approaches for fair value estimation[120](index=120&type=chunk)[122](index=122&type=chunk) - A non-cash, pre-tax goodwill impairment charge of **$69.1 million** was recognized for the Product Manufacturing reporting unit during the three and nine months ended June 30, 2025, due to declining performance[124](index=124&type=chunk) - No impairments were recorded for the Retail Dealerships, Superyacht Services, or IGY Marinas reporting units, as their fair values exceeded carrying values, with excesses ranging from **4% to 15%**[125](index=125&type=chunk) [2.3 Recent Accounting Pronouncements](index=37&type=section&id=Recent%20Accounting%20Pronouncements) This section refers to Note 3 for details on recent accounting pronouncements and their potential impact on financial disclosures - Refer to Note 3 of the Notes to Unaudited Condensed Consolidated Financial Statements for information on recent accounting pronouncements[126](index=126&type=chunk) [2.4 Consolidated Results of Operations](index=37&type=section&id=Consolidated%20Results%20of%20Operations) This section analyzes the company's consolidated financial performance, detailing changes in revenue, gross profit, expenses, and net income for the three and nine months ended June 30, 2025 [2.4.1 Three Months Ended June 30, 2025 Compared with Three Months Ended June 30, 2024](index=37&type=section&id=Three%20Months%20Ended%20June%2030%2C%202025%20Compared%20with%20Three%20Months%20Ended%20June%2030%2C%202024) This section compares the company's financial performance for the three months ended June 30, 2025, against the prior year, highlighting decreases in revenue and gross profit, and the impact of goodwill impairment **Key Financial Changes (Three Months Ended June 30, 2025 vs. 2024, Amounts in thousands):** | Metric | 2025 | 2024 | Change ($) | Change (%) | | :------------------------------------------ | :------- | :------- | :--------- | :--------- | | Revenue | $657,159 | $757,720 | $(100,561) | (13.3%) | | Gross Profit | $199,621 | $242,099 | $(42,478) | (17.6%) | | Gross Profit as % of Revenue | 30.4% | 32.0% | (1.6 pp) | | | Selling, General, and Administrative Expenses | $172,106 | $181,072 | $(8,966) | (5.0%) | | Goodwill impairment | $69,055 | $— | $69,055 | N/A | | Interest Expense | $16,936 | $18,229 | $(1,293) | (7.1%) | | Income Taxes (Benefit) Provision | $(6,506) | $11,085 | $(17,591) | (158.7%) | | Effective Income Tax Rate | 11.1% | 25.9% | (14.8 pp) | | - Revenue decrease was driven by a **9% decrease in comparable-store sales** and a **$33.5 million net decrease** from closed stores and manufacturing revenue, primarily due to challenging retail environment and economic uncertainty[128](index=128&type=chunk) - Gross profit percentage decreased due to **lower boat margins** in a challenging retail environment[129](index=129&type=chunk) - The significant increase in goodwill impairment is due to a **non-cash charge** related to the product manufacturing reporting unit[131](index=131&type=chunk) [2.4.2 Nine Months Ended June 30, 2025 Compared with Nine Months Ended June 30, 2024](index=39&type=section&id=Nine%20Months%20Ended%20June%2030%2C%202025%20Compared%20with%20Three%20Months%20Ended%20June%2030%2C%202024) This section compares the company's financial performance for the nine months ended June 30, 2025, against the prior year, showing decreases in revenue and gross profit, and reduced selling, general, and administrative expenses **Key Financial Changes (Nine Months Ended June 30, 2025 vs. 2024, Amounts in thousands):** | Metric | 2025 | 2024 | Change ($) | Change (%) | | :------------------------------------------ | :----------- | :----------- | :--------- | :--------- | | Revenue | $1,757,135 | $1,867,886 | $(110,751) | (5.9%) | | Gross Profit | $558,786 | $608,001 | $(49,215) | (8.1%) | | Gross Profit as % of Revenue | 31.8% | 32.5% | (0.7 pp) | | | Selling, General, and Administrative Expenses | $469,558 | $506,574 | $(37,016) | (7.3%) | | Goodwill impairment | $69,055 | $— | $69,055 | N/A | | Interest Expense | $53,860 | $55,968 | $(2,108) | (3.8%) | | Income Taxes (Benefit) Provision | $(3,003) | $11,452 | $(14,455) | (126.2%) | | Effective Income Tax Rate | 8.9% | 25.2% | (16.3 pp) | | - Revenue decrease was due to a **3% decrease in comparable-store sales** and a **$50.1 million net decrease** from closed stores and manufacturing revenue, driven by challenging retail environment and economic uncertainty[134](index=134&type=chunk) - Selling, general, and administrative expenses decreased primarily due to changes in the fair value of contingent consideration liabilities and cost-saving initiatives[136](index=136&type=chunk) [2.5 Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) This section analyzes MarineMax's liquidity and capital resources, detailing cash flows from operating, investing, and financing activities, and outlining the Amended Credit Facility and compliance with covenants - Cash provided by operating activities was **$11.4 million** for the nine months ended June 30, 2025, a significant improvement from **$24.9 million cash used** in the prior year[143](index=143&type=chunk) - Cash used in investing activities decreased to **$42.1 million** in 2025 from **$64.8 million** in 2024, primarily for property and equipment, acquisitions, and notes receivable[144](index=144&type=chunk) - Cash used in financing activities was **$43.1 million** in 2025, compared to **$130.1 million provided** in 2024, mainly due to debt payments, contingent consideration, and treasury stock purchases, partially offset by short-term borrowings[145](index=145&type=chunk) - The Amended Credit Facility provides a Floor Plan of up to **$950 million**, a **$100 million** revolving credit facility, a **$400 million** delayed draw term loan, and a **$100 million** delayed draw mortgage loan, all maturing in August 2027[146](index=146&type=chunk) - As of June 30, 2025, the Company was in compliance with all covenants under the Amended Credit Facility and believes existing capital resources will be adequate for at least the next 12 months, excluding significant acquisitions[142](index=142&type=chunk)[151](index=151&type=chunk) [2.6 Impact of Seasonality and Weather on Operations](index=42&type=section&id=Impact%20of%20Seasonality%20and%20Weather%20on%20Operations) This section discusses how the recreational boating industry's seasonality and adverse weather patterns, such as prolonged winters or hurricanes, can significantly impact the company's sales and operations - The recreational boating industry is highly seasonal, with lower sales and higher inventories typically in the December and March quarters, except in Florida[152](index=152&type=chunk) - Business is subject to adverse weather patterns (e.g., prolonged winters, droughts, excessive rain, hurricanes) which can curtail customer demand and disrupt operations, despite geographic diversity[153](index=153&type=chunk) [ITEM 3. Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) MarineMax is exposed to market risks from interest rate changes on variable-rate debt and foreign currency fluctuations, with a **100 basis point** interest rate increase potentially raising annual pre-tax interest expense by **$10.9 million** [3.1 Interest Rate Risk](index=42&type=section&id=Interest%20Rate%20Risk) This section details the company's exposure to interest rate risk, noting that a **100 basis point** increase would raise annual pre-tax interest expense by approximately **$10.9 million** - A hypothetical **100 basis point increase** in interest rates would result in an approximate **$10.9 million increase** in annual pre-tax interest expense, based on outstanding variable-rate debt as of June 30, 2025[154](index=154&type=chunk) [3.2 Foreign Currency Exchange Rate Risk](index=42&type=section&id=Foreign%20Currency%20Exchange%20Rate%20Risk) This section discusses the company's exposure to foreign currency exchange rate risk, which can impact product pricing, competitiveness, and the financial results of international operations - Fluctuations in the U.S. dollar exchange rate can impact the retail price and competitiveness of products purchased from European and Chinese manufacturers[155](index=155&type=chunk) - The Fraser Yachts Group, Northrop & Johnson, and IGY Marinas have transactions and balances denominated in currencies other than the U.S. dollar, primarily euros[158](index=158&type=chunk) - Net revenues whose functional currency was not the U.S. dollar accounted for approximately **4% of total revenues** in fiscal 2024[158](index=158&type=chunk) [ITEM 4. Controls and Procedures](index=44&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2025, with no material changes in internal control over financial reporting during the quarter, acknowledging inherent control limitations [4.1 Evaluation of Disclosure Controls and Procedures](index=44&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section confirms that the CEO and CFO evaluated and concluded the company's disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2025 - The Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were **effective at the reasonable assurance level** as of June 30, 2025[160](index=160&type=chunk) [4.2 Changes in Internal Controls](index=44&type=section&id=Changes%20in%20Internal%20Controls) This section states that there were no material changes in internal control over financial reporting during the quarter ended June 30, 2025 - There were **no changes in internal control** over financial reporting during the quarter ended June 30, 2025, that materially affected, or were reasonably likely to materially affect, internal control over financial reporting[161](index=161&type=chunk) [4.3 Limitations on the Effectiveness of Controls](index=44&type=section&id=Limitations%20on%20the%20Effectiveness%20of%20Controls) This section acknowledges that control systems provide only reasonable, not absolute, assurance and are subject to inherent limitations such as faulty judgments, errors, circumvention, or management override - Management acknowledges that control systems provide only **reasonable, not absolute, assurance** and are subject to inherent limitations such as faulty judgments, simple errors, circumvention by individuals or collusion, and management override[162](index=162&type=chunk) [4.4 CEO and CFO Certifications](index=44&type=section&id=CEO%20and%20CFO%20Certifications) This section refers to the CEO and CFO Certifications included as Exhibits 31.1 and 31.2, as required by Section 302 of the Sarbanes-Oxley Act of 2002 - Exhibits 31.1 and 31.2 contain the Certifications of the Chief Executive Officer and Chief Financial Officer, respectively, as required by Section 302 of the Sarbanes-Oxley Act of 2002[163](index=163&type=chunk) [PART II. OTHER INFORMATION](index=44&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides additional information including legal proceedings, risk factors, equity security sales, defaults, mine safety disclosures, other information, and exhibits [ITEM 1. Legal Proceedings](index=44&type=section&id=ITEM%201.%20Legal%20Proceedings) MarineMax is involved in various legal actions in the ordinary course of business, but these are not expected to have a material adverse effect on its financial condition, results of operations, or cash flows - The Company is party to various legal actions arising in the ordinary course of business, but these are not believed to have a material adverse effect on its financial condition, results of operations, or cash flows[165](index=165&type=chunk) [ITEM 1A. Risk Factors](index=46&type=section&id=ITEM%201A.%20Risk%20Factors) No new material risk factors are reported for this quarterly period - No new material risk factors are reported in this quarterly period[166](index=166&type=chunk) [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=46&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the three months ended June 30, 2025, MarineMax repurchased **783,932 shares** of common stock at an average price of **$19.20 per share**, as part of a **$100 million** repurchase program through March 31, 2026 **Common Stock Repurchases (Three Months Ended June 30, 2025):** | Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares that may be Purchased Under the Plans or Programs | | :----------------------------- | :------------------------------- | :--------------------------- | :----------------------------------------------------------------- | :----------------------------------------------------------------------- | | April 1, 2025 - April 30, 2025 | 783,932 | $19.20 | 783,932 | 3,279,531 | | May 1, 2025 - May 31, 2025 | - | - | - | 3,319,752 | | June 1, 2025 - June 30, 2025 | - | - | - | 2,799,472 | | **Total** | **783,932** | **$19.20** | **783,932** | **2,799,472** | - The share repurchase program, announced on March 11, 2024, authorizes the Company to purchase up to **$100 million** of its common stock through March 31, 2026[168](index=168&type=chunk) [ITEM 3. Defaults Upon Senior Securities](index=46&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported during the period - No defaults upon senior securities were reported[170](index=170&type=chunk) [ITEM 4. Mine Safety Disclosures](index=46&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - Mine Safety Disclosures are not applicable[171](index=171&type=chunk) [ITEM 5. Other Information](index=46&type=section&id=ITEM%205.%20Other%20Information) No officers or directors adopted or terminated Rule 10b5-1 trading arrangements during the three months ended June 30, 2025, and the Board adopted Amended and Restated Bylaws enhancing shareholder nomination and proposal requirements - None of the Company's officers or directors adopted or terminated any Rule 10b5-1 trading arrangements during the three months ended June 30, 2025[172](index=172&type=chunk) - The Board adopted Amended and Restated Bylaws, effective April 14, 2025, which enhance procedural mechanics and disclosure requirements for shareholder nominations of directors and proposals[173](index=173&type=chunk) [ITEM 6. Exhibits](index=47&type=section&id=ITEM%206.%20Exhibits) This section lists all exhibits filed as part of the Form 10-Q, including corporate governance documents, certifications, and XBRL data files - The report includes exhibits such as Articles of Incorporation, Amended and Restated Bylaws, Specimen of Common Stock Certificate, CEO and CFO Certifications (31.1, 31.2, 32.1, 32.2), and Inline XBRL documents (101.INS, 101.SCH, 104)[176](index=176&type=chunk) [SIGNATURES](index=48&type=section&id=SIGNATURES) This section contains the official signatures certifying the accuracy and completeness of the report - The report was signed on July 24, 2025, by Michael H. McLamb, Executive Vice President, Chief Financial Officer, Secretary, and Director (Principal Accounting and Financial Officer) of MarineMax, Inc[180](index=180&type=chunk)

Financial Data and Key Metrics Changes - Third quarter revenue decreased to $657 million, with same store sales down by 9% [7][13] - Adjusted net income for the quarter was $11 million, or $0.49 per diluted share, compared to $34.8 million, or $1.51 per diluted share last year [15] - Third quarter adjusted EBITDA was $35.5 million, down from $70.4 million last year [16] - Gross profit margin decreased from the prior year, but consolidated gross margin remained above 30% due to strong performance in higher margin businesses [7][14] Business Line Data and Key Metrics Changes - New boat margins are near historic lows, contributing to pressure on overall margins [7][13] - Higher margin businesses, including finance and insurance, superyacht services, storage, and marina operations, helped maintain gross margins [7][14] - Adjusted selling, general, and administrative expenses decreased by about $11 million year-to-date [8][14] Market Data and Key Metrics Changes - Consumer caution increased since April, leading to a noticeable decline in retail demand across the recreational industry [6][9] - Inventory levels increased year-over-year by approximately $26 million due to softer than expected sales [16] - Customer deposits decreased due to timing of large orders and a softer retail environment [16] Company Strategy and Development Direction - The company is focused on disciplined execution and investing in higher margin businesses to enhance profitability when the market stabilizes [10][19] - Continued investment in digital tools and customer experience enhancements is a priority for long-term success [6][10] - The company is optimistic about early signs of stabilization in the market, with manufacturers adjusting production to align inventory with retail demand [9][19] Management's Comments on Operating Environment and Future Outlook - Management expressed caution regarding the near-term outlook due to ongoing economic uncertainty but remains confident in the long-term strategy [19][58] - The company anticipates challenges in September similar to those faced in June, but is working hard to make same store sales positive [35][36] - There is a belief that pent-up demand exists, with consumers delaying purchases due to economic uncertainties [71][72] Other Important Information - The company has repurchased approximately 6% of its outstanding stock during the fiscal year [17] - A non-cash goodwill impairment charge of over $69 million was recorded, reflecting macroeconomic uncertainty [15] Q&A Session Summary Question: Why is there no improvement in consumer confidence despite a rebound in the stock market? - Management noted that consumer confidence dropped significantly after April due to various uncertainties, but there are signs of improvement in July [26][28] Question: How should same store sales be expected for the fourth quarter? - Management indicated that while they are working hard to make same store sales positive, it is prudent to expect a decline [35][36] Question: What factors need to change for the promotional environment to improve? - Management highlighted that excess inventories and ongoing uncertainties are driving the current promotional environment [47] Question: Are manufacturers making adjustments to drive inventories lower? - Management confirmed that manufacturers are working to align production with retail activity to avoid excess inventory [52] Question: How is the Florida market recovering post-hurricanes? - Management indicated that certain areas in Florida are still not fully recovered from the hurricanes, impacting sales [54] Question: Has the view on broader recovery in boat retail shifted? - Management stated that their long-term view remains unchanged despite the current tough period [58][59]

Financial Performance - Revenue decreased to $657.2 million in Q3 FY 2025 from $757.7 million in Q3 FY 2024[44] - Comparable-store sales declined by 9% year-over-year, primarily due to lower new boat sales[43] - Gross margin decreased by 160 basis points from 32% in Q3 FY 2024 to 30.4% in Q3 FY 2025, mainly due to lower boat margins[43, 44] - Net loss attributable to MarineMax was $52.1 million in Q3 FY 2025, compared to a net income of $31.6 million in Q3 FY 2024[44] - Adjusted EBITDA decreased to $35.5 million in Q3 FY 2025 from $70.4 million in Q3 FY 2024[44] - Adjusted diluted loss per share was $2.42 in Q3 FY 2025, compared to adjusted diluted earnings per share of $1.37 in Q3 FY 2024[44] - A non-cash goodwill impairment charge of $69.1 million was recorded in Q3 FY 2025, associated with the manufacturing segment[42, 43] Balance Sheet - Cash and cash equivalents were $151.0 million[47] - Inventories increased to $906.2 million[49] - Shareholders' equity was $951.3 million[50] Strategy and Outlook - FY 2025 adjusted EBITDA guidance is in the range of $105 million to $120 million[42] - FY 2025 adjusted EPS guidance is in the range of $0.45 to $0.95 per diluted share[42] - The company has completed over 20 acquisitions since 2019, generating over $700 million in combined revenue[12, 39]

Core Insights - MarineMax reported quarterly earnings of $0.49 per share, missing the Zacks Consensus Estimate of $1.16 per share, and down from $1.51 per share a year ago, representing an earnings surprise of -57.76% [1] - The company posted revenues of $657.16 million for the quarter ended June 2025, missing the Zacks Consensus Estimate by 10.4%, and down from $757.72 million year-over-year [2] - MarineMax shares have underperformed the market, losing about 5.6% since the beginning of the year compared to the S&P 500's gain of 8.1% [3] Earnings Outlook - The current consensus EPS estimate for the coming quarter is $0.35 on revenues of $579.07 million, and for the current fiscal year, it is $1.92 on revenues of $2.41 billion [7] - The estimate revisions trend for MarineMax was mixed ahead of the earnings release, resulting in a Zacks Rank 3 (Hold) for the stock, indicating expected performance in line with the market [6] Industry Context - The Retail - Miscellaneous industry, to which MarineMax belongs, is currently in the bottom 20% of the Zacks industry rankings, suggesting potential challenges for stock performance [8] - Another company in the same industry, Sally Beauty, is expected to report quarterly earnings of $0.41 per share, reflecting a year-over-year decline of -8.9% [9]

[Executive Summary & Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Highlights) [Fiscal 2025 Third Quarter Highlights](index=1&type=section&id=Fiscal%202025%20Third%20Quarter%20Highlights) MarineMax reported Q3 FY2025 revenue of **$657.2 million**, a 13.3% decrease, with a **$52.1 million** net loss due to a **$69.1 million** goodwill impairment Fiscal 2025 Third Quarter Key Financial Highlights | Metric | Amount (Millions USD) | Change (YoY) | | :--------------------- | :-------------------- | :----------- | | Revenue | 657.2 | -13.3% | | Same-Store Sales | -9% | - | | Gross Margin | 30.4% | -160 bps | | Net Loss | (52.1) | From profit to loss | | Adjusted Diluted EPS | 0.49 | - | | Adjusted EBITDA | 35.5 | - | [CEO Commentary & Business Outlook](index=1&type=section&id=CEO%20Commentary%20%26%20Business%20Outlook) CEO Brett McGill highlighted weak retail demand due to economic uncertainty, with the company diversifying into high-margin businesses and anticipating inventory rebalancing - Ongoing economic uncertainty, trade policies, and geopolitical tensions have led to weak retail demand in the recreational marine industry, reducing consumer willingness to purchase[2](index=2&type=chunk) - The company diversified into high-margin businesses, including finance and insurance, marinas, and superyacht services, to offset new boat margin pressure, with the IGY Marinas brand continuously expanding[3](index=3&type=chunk) - Industry inventory levels are expected to gradually rebalance in the second half of fiscal 2025, with new tax laws, easing geopolitical tensions, and trade agreements potentially reducing uncertainty[4](index=4&type=chunk)[6](index=6&type=chunk) [Fiscal 2025 Third Quarter Financial Performance](index=2&type=section&id=Fiscal%202025%20Third%20Quarter%20Financial%20Performance) [Consolidated Statements of Operations](index=2&type=section&id=Consolidated%20Statements%20of%20Operations) Q3 FY2025 revenue declined **13.3%** to **$657.2 million**, resulting in a **$52.1 million** net loss, primarily due to a **$69.1 million** goodwill impairment charge Fiscal 2025 Third Quarter Consolidated Statements of Operations Key Data (Thousands USD) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (YoY) | | :--------------------------------- | :------------------------------- | :------------------------------- | :----------- | | Revenue | 657,159 | 757,720 | -13.3% | | Cost of Sales | 457,538 | 515,621 | -11.3% | | Gross Profit | 199,621 | 242,099 | -17.6% | | Selling, General and Administrative Expenses | 172,106 | 181,072 | -4.95% | | Goodwill Impairment | 69,055 | — | - | | Operating (Loss) Income | (41,540) | 61,027 | From profit to loss | | Interest Expense | 16,936 | 18,229 | -7.1% | | Net (Loss) Income | (51,970) | 31,713 | From profit to loss | | Net (Loss) Income Attributable to MarineMax, Inc. | (52,146) | 31,550 | From profit to loss | | Diluted (Loss) Earnings Per Share | (2.42) | 1.37 | From profit to loss | | Adjusted Diluted Earnings Per Share | 0.49 | 1.51 | -67.5% | - The net loss for Q3 FY2025 was **$52.1 million**, primarily including a **$69.1 million** non-cash goodwill impairment charge in the manufacturing segment, resulting from a decline in the company's market capitalization and the manufacturing segment's performance[10](index=10&type=chunk) [Segment Financial Information](index=7&type=section&id=Segment%20Financial%20Information) Retail segment revenue decreased to **$655.8 million**, while product manufacturing reported a **$72.4 million** operating loss, largely due to a **$69.1 million** goodwill impairment Fiscal 2025 Third Quarter Segment Financial Information (Thousands USD) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :------------------- | :------------------------------- | :------------------------------- | | **Revenue:** | | | | Retail Operations | 655,750 | 752,171 | | Product Manufacturing | 32,150 | 38,062 | | **Operating (Loss) Income:** | | | | Retail Operations | 28,079 | 58,733 | | Product Manufacturing (1) | (72,363) | (548) | - The operating loss in the product manufacturing segment is primarily attributable to a **$69.1 million** non-cash goodwill impairment charge[24](index=24&type=chunk) [Financial Position](index=6&type=section&id=Financial%20Position) [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to **$2.488 billion** as of June 30, 2025, with goodwill significantly reduced due to impairment, and total liabilities at **$1.536 billion** Condensed Consolidated Balance Sheets Key Data (Thousands USD) | Metric | June 30, 2025 | September 30, 2024 | June 30, 2024 | | :----------------------- | :-------------- | :----------------- | :-------------- | | **Assets:** | | | | | Cash and Cash Equivalents | 151,017 | 224,326 | 242,424 | | Inventory | 906,219 | 906,641 | 880,419 | | Goodwill | 527,144 | 592,293 | 589,949 | | Total Assets | 2,487,737 | 2,605,068 | 2,593,665 | | **Liabilities:** | | | | | Short-Term Borrowings | 735,215 | 708,994 | 701,185 | | Total Liabilities | 1,536,414 | 1,618,819 | 1,616,731 | | **Shareholders' Equity:** | | | | | Equity Attributable to MarineMax, Inc. | 940,530 | 975,795 | 967,551 | [Fiscal 2025 Guidance Update](index=3&type=section&id=Fiscal%202025%20Guidance%20Update) [Revised Fiscal 2025 Guidance](index=3&type=section&id=Revised%20Fiscal%202025%20Guidance) MarineMax revised its FY2025 guidance, lowering adjusted diluted EPS to **$0.45-$0.95** and adjusted EBITDA to **$105-$120 million** due to current business conditions Revised Fiscal 2025 Guidance | Metric | New Guidance | Old Guidance | | :--------------------- | :------------- | :------------- | | Adjusted Diluted EPS | $0.45 - $0.95 | $1.40 - $2.40 | | Adjusted EBITDA (Millions USD) | $105 - $120 | $140 - $170 | [Company Overview & Disclosures](index=3&type=section&id=Company%20Overview%20%26%20Disclosures) [About MarineMax](index=3&type=section&id=About%20MarineMax) MarineMax is the world's largest recreational boat and yacht retailer and superyacht services company, operating over **120** global locations with diverse integrated businesses - MarineMax is the world's largest recreational boat and yacht retailer, marina operator, and superyacht services company[15](index=15&type=chunk) - The company operates over **120** global locations, including more than **70** dealerships and **65** marinas and storage facilities[15](index=15&type=chunk) - Its integrated businesses include IGY Marinas (luxury marinas), Fraser Yachts Group and Northrop & Johnson (superyacht brokerage and luxury yacht services), Cruisers Yachts and Intrepid Powerboats (boat manufacturers), and digital technology products like Boatyard and Boatzon[15](index=15&type=chunk) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) This section outlines forward-looking statements, subject to risks and uncertainties like economic conditions and inventory management, with no obligation for the company to update them - Forward-looking statements are based on current expectations, forecasts, risks, uncertainties, and assumptions, which may cause actual results to differ materially from expectations[16](index=16&type=chunk)[17](index=17&type=chunk) - Risks and uncertainties include the timing and results of the company's return to normal operations, long-term improvement plans, impact of cost reduction initiatives, inventory management capabilities, new product quality, integration of acquired businesses, macroeconomic conditions, and consumer spending levels[17](index=17&type=chunk) - The company undertakes no obligation to update or revise any forward-looking statements due to new information, future events, or other reasons[17](index=17&type=chunk) [Non-GAAP Financial Measures](index=8&type=section&id=Non-GAAP%20Financial%20Measures) [Reconciliation of Non-GAAP Measures](index=8&type=section&id=Reconciliation%20of%20Non-GAAP%20Measures) This section provides detailed reconciliations of GAAP net (loss) income to adjusted net income, adjusted diluted EPS, and adjusted EBITDA for Q3 FY2025 and FY2024 Reconciliation of Net (Loss) Income Attributable to MarineMax, Inc. to Adjusted Net Income (Thousands USD) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--------------------------------- | :------------------------------- | :------------------------------- | | Net (Loss) Income Attributable to MarineMax, Inc. | (52,146) | 31,550 | | Transaction and Other Costs | 742 | 1,127 | | Amortization of Intangible Assets | 1,397 | 1,428 | | Change in Fair Value of Contingent Consideration | 60 | 1,225 | | Weather (Recovery) Expense | (773) | (556) | | Restructuring Charges | 526 | 1,110 | | Goodwill Impairment | 69,055 | — | | Tax Adjustment | (7,882) | (1,123) | | Adjusted Net Income Attributable to MarineMax, Inc. | 10,979 | 34,761 | | Diluted (Loss) Earnings Per Share | (2.42) | 1.37 | | Adjusted Diluted Earnings Per Share | 0.49 | 1.51 | Reconciliation of Net (Loss) Income Attributable to MarineMax, Inc. to Adjusted EBITDA (Thousands USD) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--------------------------------- | :------------------------------- | :------------------------------- | | Net (Loss) Income Attributable to MarineMax, Inc. | (52,146) | 31,550 | | Interest Expense (excluding floor plan) | 6,946 | 7,508 | | Income Tax (Benefit) Provision | (6,506) | 11,085 | | Depreciation and Amortization | 12,537 | 11,192 | | Share-Based Compensation Expense | 5,643 | 6,080 | | Transaction and Other Costs | 742 | 1,127 | | Restructuring Charges | 526 | 1,225 | | Goodwill Impairment | 69,055 | — | | Change in Fair Value of Contingent Consideration | 60 | 1,110 | | Weather (Recovery) Expense | (773) | (556) | | Foreign Currency | (540) | 73 | | Adjusted EBITDA | 35,544 | 70,394 | [Explanation of Non-GAAP Measures](index=9&type=section&id=Explanation%20of%20Non-GAAP%20Measures) MarineMax utilizes non-GAAP metrics to enhance performance comparability and provide deeper insights into core operations, but does not reconcile forward-looking guidance due to inherent variability - Non-GAAP financial measures aim to enhance period-over-period comparability of the company's performance and provide investors with deeper insights into its core business operations[30](index=30&type=chunk) - The company does not provide a reconciliation of forward-looking adjusted net income and adjusted EBITDA guidance to GAAP net income due to the highly variable and difficult-to-predict nature of items such as acquisition contingent consideration, acquisition costs, and other costs[31](index=31&type=chunk)

Group 1 - The company MarineMax (NYSE: HZO) is highlighted as a bullish investment opportunity in the recreational boating sector [1] - Crude Value Insights focuses on cash flow and companies in the oil and natural gas industry, emphasizing value and growth prospects [1] - The service offers subscribers access to a stock model account, cash flow analyses of exploration and production firms, and live discussions about the sector [2]

Core Insights - MarineMax, Inc. (NYSE: HZO) is navigating a cautious macroeconomic environment while reporting strong fiscal Q2 earnings [1] - The company has reduced its FY2025 guidance despite the strong earnings performance [1] Financial Performance - MarineMax reported strong fiscal Q2 earnings, indicating resilience in its operations [1] - The specifics of the earnings report were not detailed, but the overall performance was characterized as strong [1] Future Outlook - The company has slashed its FY2025 guidance, suggesting a more conservative outlook moving forward [1]

Financial Performance - Revenue for the three months ended March 31, 2025, was $631.5 million, an increase from $582.9 million in the same period of 2024, representing an 8.3% growth[10] - Net income attributable to MarineMax, Inc. for the three months ended March 31, 2025, was $3.3 million, up from $1.6 million in the same period of 2024, marking a 108.5% increase[10] - Basic net income per common share for the three months ended March 31, 2025, was $0.15, compared to $0.07 for the same period in 2024, indicating a 114.3% increase[10] - Comprehensive income attributable to MarineMax, Inc. for the three months ended March 31, 2025, was $7.1 million, compared to $0.2 million in the same period of 2024[13] - Revenue increased by $48.6 million, or 8.3%, to $631.5 million for the three months ended March 31, 2025, compared to $582.9 million for the same period in 2024[117] - Comparable-store sales increased by $63.0 million, or 11%, primarily driven by increases in new and used boat revenue[117] Assets and Liabilities - Total assets as of March 31, 2025, were $2.67 billion, an increase from $2.61 billion as of September 30, 2024, representing a growth of 2.6%[15] - Total liabilities increased to $1.67 billion as of March 31, 2025, compared to $1.62 billion as of September 30, 2024, reflecting a rise of 3.2%[15] - Cash and cash equivalents decreased to $203.5 million as of March 31, 2025, from $224.3 million as of September 30, 2024, a decline of 9.2%[15] - Total long-term debt as of March 31, 2025, is $374.1 million, a decrease from $391.2 million as of September 30, 2024, representing a reduction of approximately 4.3%[83] - As of March 31, 2025, total indebtedness associated with short-term borrowings and long-term debt was approximately $1.1608 billion[138] Cash Flow - Cash used in operating activities was $73,583 thousand for the six months ended March 31, 2025, an improvement from $111,182 thousand in the same period of 2024[20] - MarineMax's net cash used in investing activities totaled $25,743 thousand for the first half of 2025, compared to $49,889 thousand in the previous year[20] - Cash provided by financing activities was approximately $79.4 million for the six months ended March 31, 2025, compared to $175.4 million for the same period in 2024[132] Acquisitions and Growth Strategy - The company acquired Boatzon, C&C Boat Works, AGY, Williams Tenders USA, Native Marine, and Shelter Bay Marina between January 2023 and March 2025[25] - The company plans to explore acquisition opportunities as part of its growth strategy, subject to macro-economic conditions[109] - The company completed three acquisitions in the fiscal year ending September 30, 2024, and three acquisitions to date in fiscal 2025[105] Operational Metrics - Total inventories as of March 31, 2025, are valued at $973.410 million, an increase of 7.4% from $906.641 million as of September 30, 2024[66] - Revenue from new boat sales constituted 63.8% of total revenue for the three months ended March 31, 2025, compared to 64.3% for the same period in 2024[54] - Revenue from maintenance and repair services was 3.9% of total revenue for the three months ended March 31, 2025, down from 4.2% in the same period of 2024[54] - Retail Operations segment revenue was $626.3 million for the three months ended March 31, 2025, compared to $579.2 million for the same period in 2024[99] Expenses and Profitability - Gross profit for the six months ended March 31, 2025, was $359.2 million, compared to $365.9 million for the same period in 2024, reflecting a decrease of 1.9%[10] - Selling, general, and administrative expenses decreased by $28.0 million, or 8.6%, to $297.5 million for the six months ended March 31, 2025[124] - Interest expense decreased by $0.8 million to $36.9 million for the six months ended March 31, 2025, primarily due to lower interest rates[125] Risks and Challenges - The company faces risks from international operations, including potential impacts from tariffs and geopolitical tensions, which may adversely affect profitability and sales[154] - The company acknowledges that geopolitical and economic uncertainties may materially harm its business and financial performance[155] - The company believes that recent tariff actions by the U.S. could increase costs and decrease demand for its products, particularly in the luxury goods market[156] Stock and Shareholder Information - The company repurchased a total of 536,886 shares at an average price of $23.15 during the month of March 2025, with a maximum of 3,973,403 shares remaining under the repurchase program[160] - The company is authorized to purchase up to $100 million of its common stock through March 31, 2026, as part of its share repurchase program announced on March 11, 2024[165]

Q2 FY 2025 Investor Presentation April 24, 2025 Forward-Looking Statements Information contained in this presentation, other than historical information, should be considered forward-looking as defined in the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, forecasts, risks, uncertainties, and assumptions that may cause actual results to differ materially from expectations as of the date of this presentation. These risks, assumptions, and uncertainties in ...

Financial Data and Key Metrics Changes - The company reported record revenue of over $631 million for March, reflecting strong execution and digital marketing efforts despite a challenging retail environment [6][17] - Same store sales grew by 11%, driven by aggressive pricing and promotional initiatives, although overall unit volume declined year over year [8][17] - GAAP net income for the quarter was $3.3 million, or $0.14 per diluted share, an improvement from the previous year [19] - Adjusted EBITDA for the second quarter was $30.9 million, up 5% compared to last year [20] Business Line Data and Key Metrics Changes - The company experienced historically low margins on new and used boats due to aggressive pricing strategies, which skewed revenue towards lower-margin boat sales [9][18] - Diversification into higher-margin businesses, such as marinas and superyacht services, has helped mitigate cyclical volatility [9][12] Market Data and Key Metrics Changes - The company noted that most areas of the country showed improvement, with premium categories performing better than value-oriented segments [17][18] - Customer deposits decreased year over year but increased sequentially from December, indicating some recovery in demand [21] Company Strategy and Development Direction - The company is focused on a customer-centric approach and leveraging technology to enhance engagement and personalize the buying experience [6][7] - Strategic initiatives include selectively closing, consolidating, or expanding locations to align retail footprint with growth opportunities [10] - The company is committed to building relationships in iconic destinations and driving innovation in the superyacht marina industry [12] Management's Comments on Operating Environment and Future Outlook - Management expressed caution regarding the near-term growth outlook due to uncertainties related to tariffs and economic conditions [25] - The company remains confident in its long-term strategy and believes its premium segment positioning provides resilience [25][74] Other Important Information - The company has been recognized as a great place to work for two consecutive years, highlighting its strong team culture [13] - The company has bought back over 1.2 million shares under its share repurchase plan, indicating a commitment to prudent balance sheet management [21] Q&A Session Summary Question: Can you provide details on the disaggregation of the 11% same store sales growth? - Management noted that while same store sales grew by 11%, unit sales were down in the mid-single digits, indicating that the growth was driven by a shift towards higher average price point products [29][30] Question: What is the impact of tariffs on guidance? - Management clarified that the guidance reduction is primarily due to macro consumer concerns related to tariffs, with no specific tariff costs built into the guidance [39][40] Question: How is the promotional environment affecting inventory? - Management indicated that the industry is making progress in clearing aged inventory, but uncertainties in the market are leading to continued promotional activity [48][49] Question: How is demand in the superyacht division? - Management reported that the superyacht division remains solid, with strong bookings for the summer season in the Mediterranean [82][84] Question: What is the outlook for capital allocation in the current environment? - Management stated that while there are always acquisition opportunities, they are being more prudent in evaluating them given the current market conditions [86]