[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents MarineMax, Inc.'s unaudited condensed consolidated financial statements, including notes, and management's discussion and analysis of financial condition and market risks [ITEM 1. Financial Statements](index=3&type=section&id=ITEM%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for MarineMax, Inc. and its subsidiaries, including statements of operations, comprehensive income, balance sheets, shareholders' equity, and cash flows, along with detailed notes explaining accounting policies, fair value measurements, revenue recognition, leases, inventories, goodwill, income taxes, debt, and stock-based compensation [Condensed Consolidated Statements of Operations](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This statement details MarineMax's financial performance, showing revenue, cost of sales, gross profit, operating income, interest expense, income before tax, income tax, and net income for the three months ended December 31, 2022 and 2023 | Metric (Amounts in thousands) | Three Months Ended Dec 31, 2022 | Three Months Ended Dec 31, 2023 | Change ($) | Change (%) | | :------------------------------ | :------------------------------ | :------------------------------ | :--------- | :--------- | | Revenue | $507,927 | $527,274 | $19,347 | 3.8% | | Cost of sales | $321,030 | $351,793 | $30,763 | 9.6% | | Gross profit | $186,897 | $175,481 | $(11,416) | -6.1% | | Selling, general, & admin expenses | $150,397 | $156,482 | $6,085 | 4.0% | | Income from operations | $36,500 | $18,999 | $(17,501) | -47.9% | | Interest expense | $9,484 | $18,365 | $8,881 | 93.6% | | Income before income tax | $27,016 | $634 | $(26,382) | -97.7% | | Income tax provision (benefit) | $7,029 | $(211) | $(7,240) | -103.0% | | Net income | $19,987 | $845 | $(19,142) | -95.8% | | Net income attributable to MarineMax, Inc. | $19,690 | $930 | $(18,760) | -95.3% | | Basic net income per common share | $0.91 | $0.04 | $(0.87) | -95.6% | | Diluted net income per common share | $0.89 | $0.04 | $(0.85) | -95.5% | [Condensed Consolidated Statements of Comprehensive Income](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) This statement presents net income and other comprehensive income components, including foreign currency translation adjustments and interest rate swap contract changes, for the three months ended December 31, 2022 and 2023 | Metric (Amounts in thousands) | Three Months Ended Dec 31, 2022 | Three Months Ended Dec 31, 2023 | Change ($) | Change (%) | | :------------------------------ | :------------------------------ | :------------------------------ | :--------- | :--------- | | Net income | $19,987 | $845 | $(19,142) | -95.8% | | Foreign currency translation adjustments | $5,086 | $3,226 | $(1,860) | -36.6% | | Interest rate swap contract | $(69) | $(286) | $(217) | 314.5% | | Total other comprehensive income, net of tax | $5,017 | $2,940 | $(2,077) | -41.4% | | Comprehensive income | $25,004 | $3,785 | $(21,219) | -84.9% | | Comprehensive income attributable to MarineMax, Inc. | $24,506 | $3,518 | $(20,988) | -85.6% | [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This statement provides a snapshot of MarineMax's assets, liabilities, and shareholders' equity as of September 30, 2023, and December 31, 2023 | Metric (Amounts in thousands) | September 30, 2023 | December 31, 2023 | Change ($) | Change (%) | | :------------------------------ | :----------------- | :---------------- | :--------- | :--------- | | **ASSETS** | | | | | | Cash and cash equivalents | $201,456 | $210,323 | $8,867 | 4.4% | | Accounts receivable, net | $85,780 | $94,601 | $8,821 | 10.3% | | Inventories | $812,830 | $876,233 | $63,403 | 7.8% | | Total current assets | $1,123,176 | $1,206,021 | $82,845 | 7.4% | | Property and equipment, net | $527,552 | $532,492 | $4,940 | 0.9% | | Goodwill | $559,820 | $575,850 | $16,030 | 2.9% | | Total assets | $2,421,305 | $2,526,507 | $105,202 | 4.3% | | **LIABILITIES** | | | | | | Accounts payable | $71,706 | $43,957 | $(27,749) | -38.7% | | Contract liabilities (customer deposits) | $81,700 | $74,636 | $(7,064) | -8.6% | | Short-term borrowings (Floor Plan) | $537,060 | $664,858 | $127,798 | 23.8% | | Total current liabilities | $847,049 | $940,006 | $92,957 | 11.0% | | Long-term debt, net | $389,231 | $380,972 | $(8,259) | -2.1% | | Total liabilities | $1,502,888 | $1,591,936 | $89,048 | 5.9% | | **SHAREHOLDERS' EQUITY** | | | | | | Total shareholders' equity attributable to MarineMax, Inc. | $915,843 | $925,098 | $9,255 | 1.0% | | Total shareholders' equity | $918,417 | $934,571 | $16,154 | 1.8% | | Total liabilities and shareholders' equity | $2,421,305 | $2,526,507 | $105,202 | 4.3% | [Condensed Consolidated Statements of Shareholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders%27%20Equity) This statement outlines changes in shareholders' equity, including net income, non-controlling interests, and stock-based compensation, for the period ended December 31, 2023 - **Shareholders' equity increased** from **$918.4 million** as of September 30, 2023, to **$934.6 million** as of December 31, 2023[17](index=17&type=chunk)[18](index=18&type=chunk) - Key changes include **net income of $0.93 million**, **non-controlling interests from acquisitions of $6.66 million**, and **stock-based compensation of $5.42 million**, partially offset by distributions to non-controlling interests and adjustments for equity awards[17](index=17&type=chunk)[18](index=18&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This statement details cash flows from operating, investing, and financing activities for the three months ended December 31, 2022 and 2023 | Metric (Amounts in thousands) | Three Months Ended Dec 31, 2022 | Three Months Ended Dec 31, 2023 | Change ($) | Change (%) | | :------------------------------ | :------------------------------ | :------------------------------ | :--------- | :--------- | | Net cash used in operating activities | $(156,294) | $(89,095) | $67,199 | -43.0% | | Net cash used in investing activities | $(498,483) | $(17,300) | $481,183 | -96.5% | | Net cash provided by financing activities | $602,519 | $114,342 | $(488,177) | -81.0% | | Net (decrease) increase in cash and cash equivalents | $(50,501) | $8,867 | $59,368 | -117.6% | | Cash and cash equivalents, end of period | $177,773 | $210,323 | $32,550 | 18.3% | | Cash paid for Interest | $1,832 | $18,493 | $16,661 | 909.4% | | Cash paid for Income taxes | $2,187 | $843 | $(1,344) | -61.5% | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations of accounting policies, fair value measurements, revenue recognition, leases, inventories, goodwill, income taxes, debt, and stock-based compensation [1. COMPANY BACKGROUND](index=8&type=section&id=1.%20COMPANY%20BACKGROUND) MarineMax is the world's largest recreational boat and yacht retailer and superyacht services provider, operating over 130 locations globally - MarineMax is the **world's largest recreational boat and yacht retailer** and superyacht services provider, with **over 130 locations worldwide**[22](index=22&type=chunk) - Key acquisitions include **IGY Marinas (Oct 2022)**, **Midcoast Marine Group (Dec 2022)**, **Boatzon (Jan 2023)**, **C&C Boat Works (June 2023)**, and **AGY (Oct 2023)**, expanding its marina network, marine construction, digital retail, and luxury charter management services[25](index=25&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk)[68](index=68&type=chunk) - Sales of new Brunswick boats (Sea Ray and Boston Whaler) accounted for approximately **24% of revenue in fiscal 2023**, with Azimut yachts contributing approximately **11%**[23](index=23&type=chunk)[24](index=24&type=chunk) - Economic conditions and consumer discretionary spending significantly impact operating results, with Florida generating approximately **53% of dealership revenue in fiscal 2023**[27](index=27&type=chunk) [2. BASIS OF PRESENTATION](index=10&type=section&id=2.%20BASIS%20OF%20PRESENTATION) The unaudited condensed consolidated financial statements are prepared in accordance with GAAP for interim financial information, requiring estimates and assumptions - Financial statements are unaudited and prepared using GAAP for interim information, relying on estimates and assumptions for asset/liability valuation and revenue/expense recognition[31](index=31&type=chunk)[32](index=32&type=chunk) - Goodwill was reclassified into a separate caption on the balance sheets for comparability, with no impact on net income or retained earnings[34](index=34&type=chunk) [3. NEW ACCOUNTING PRONOUNCEMENTS](index=10&type=section&id=3.%20NEW%20ACCOUNTING%20PRONOUNCEMENTS) The Company adopted ASU No. 2022-04 on Supplier Finance Programs in Q1 fiscal 2024, requiring enhanced disclosures without material financial statement impact - Adopted ASU No. 2022-04 (Supplier Finance Programs) in Q1 fiscal 2024, requiring annual and interim disclosures on program terms and outstanding amounts[35](index=35&type=chunk) - The adoption of ASU No. 2022-04 did not have a material impact on consolidated financial statement disclosures[35](index=35&type=chunk) [4. FAIR VALUE MEASUREMENTS](index=10&type=section&id=4.%20FAIR%20VALUE%20MEASUREMENTS) The Company measures financial assets and liabilities at fair value using a hierarchy of observable and unobservable inputs, including interest rate swaps and contingent consideration liabilities Financial Instrument Fair Value (Amounts in thousands) | Financial Instrument (Amounts in thousands) | December 31, 2023 (Level 2) | December 31, 2023 (Level 3) | Total December 31, 2023 | | :------------------------------------------ | :-------------------------- | :-------------------------- | :---------------------- | | Assets: Interest rate swap contract | $1,030 | — | $1,030 | | Liabilities: Contingent consideration liabilities | — | $84,641 | $84,641 | - Contingent consideration liabilities are Level 3 fair value measurements, based on financial projections, market participant assumptions for revenue/profitability, and Monte Carlo simulation[41](index=41&type=chunk) Unobservable Inputs for Contingent Consideration Liabilities | Unobservable Input | December 31, 2023 | | :---------------------------------- | :---------------- | | Earnout projected growth (including net operating income) | 23% - 25% | | Discount rate | 11.0% | Contingent Consideration Liabilities Activity (Amounts in thousands) | Contingent Consideration Liabilities (Amounts in thousands) | 2022 | 2023 | | :------------------------------------------ | :-------- | :-------- | | Beginning balance - September 30, | $15,207 | $86,059 | | Additions from business acquisitions | $68,680 | $613 | | Settlement of contingent consideration liabilities | $(4,000) | $(2,250) | | Change in fair value and net present value of contingency | $1,047 | $219 | | Ending balance - December 31, | $80,934 | $84,641 | [5. REVENUE RECOGNITION](index=12&type=section&id=5.%20REVENUE%20RECOGNITION) Revenue is primarily recognized from boat, motor, and trailer sales upon transfer of control, with other streams including services, manufacturing, and marina operations - Revenue from boat, motor, and trailer sales is recognized upon transfer of control to the customer[44](index=44&type=chunk) - Maintenance and repair services revenue is recognized over time using an input method based on labor hours[47](index=47&type=chunk) Revenue Recognition Timing by Segment (December 31, 2023) | Revenue Recognition Timing | Retail Operations (Dec 31, 2023) | Product Manufacturing (Dec 31, 2023) | | :------------------------- | :------------------------------- | :----------------------------------- | | At a point in time | 85.7% | 100.0% | | Over time | 14.3% | — | Revenue Disaggregation by Segment (December 31, 2023) | Revenue Disaggregation (Dec 31, 2023) | Retail Operations | Product Manufacturing | Total | | :------------------------------------ | :---------------- | :-------------------- | :------ | | New boat sales | 66.3% | 98.9% | 66.4% | | Used boat sales | 7.9% | — | 7.8% | | Maintenance and repair services | 5.9% | — | 5.9% | | Storage and charter rentals | 7.7% | — | 7.7% | | Finance and insurance products | 2.4% | — | 2.4% | | Parts and accessories | 5.1% | 1.1% | 5.1% | | Brokerage sales | 4.7% | — | 4.7% | [6. LEASES](index=14&type=section&id=6.%20LEASES) MarineMax primarily leases real estate for its operations, with all leases classified as operating leases, and also acts as a lessor generating rental income - As of December 31, 2023, the **weighted-average remaining lease term** for operating leases was approximately **21 years**, with a **weighted-average discount rate of 6.5%**[55](index=55&type=chunk)[58](index=58&type=chunk) - Operating lease expenses were approximately **$8.0 million** for the three months ended December 31, 2023, an increase from $7.0 million in the prior year[55](index=55&type=chunk) Lease Liabilities Maturities (Amounts in thousands) | Lease Liabilities Maturities (Amounts in thousands) | December 31, 2023 | | :---------------------------------- | :---------------- | | 2024 (remaining) | $12,653 | | 2025 | $17,451 | | 2026 | $15,781 | | 2027 | $15,207 | | 2028 | $14,431 | | Thereafter | $261,905 | | Total lease payments | $337,428 | | Less: interest | $(201,506) | | Present value of lease liabilities | $135,922 | Rental Income (Amounts in thousands) | Rental Income (Amounts in thousands) | Three Months Ended Dec 31, 2022 | Three Months Ended Dec 31, 2023 | | :----------------------------------- | :------------------------------ | :------------------------------ | | Operating lease income | $1,965 | $2,454 | | Variable lease income | $178 | $435 | | Total rental income | $2,143 | $2,889 | [7. INVENTORIES](index=15&type=section&id=7.%20INVENTORIES) Inventories are valued at the lower of cost or net realizable value, with new and used boats, motors, and trailers accounted for on a specific identification basis - Inventories are stated at the lower of cost or net realizable value, with new and used boats, motors, and trailers accounted for on a specific identification basis[63](index=63&type=chunk) Inventory Category (Amounts in thousands) | Inventory Category (Amounts in thousands) | September 30, 2023 | December 31, 2023 | Change ($) | Change (%) | | :---------------------------------------- | :----------------- | :---------------- | :--------- | :--------- | | New and used boats, motors, and trailers | $625,287 | $702,351 | $77,064 | 12.3% | | In transit inventory and deposits | $115,879 | $103,743 | $(12,136) | -10.5% | | Parts, accessories, and other | $18,712 | $17,521 | $(1,191) | -6.4% | | Work-in-process | $22,340 | $24,706 | $2,366 | 10.6% | | Raw materials | $30,612 | $27,912 | $(2,700) | -8.8% | | Total Inventories | $812,830 | $876,233 | $63,403 | 7.8% | [8. GOODWILL](index=17&type=section&id=8.%20GOODWILL) Goodwill is recorded as the excess of purchase price over the fair value of net assets acquired, with an annual impairment test performed - Goodwill increased to **$575.85 million** as of December 31, 2023, from **$559.82 million** as of September 30, 2023, primarily due to the acquisition of AGY[66](index=66&type=chunk)[70](index=70&type=chunk) - The Company performs an annual goodwill impairment test and concluded that it was not 'more likely than not' that the fair values of its reporting units were less than their carrying values as of December 31, 2023[69](index=69&type=chunk) Goodwill by Segment (Amounts in thousands) | Goodwill by Segment (Amounts in thousands) | Retail Operations | Product Manufacturing | Total | | :----------------------------------------- | :---------------- | :-------------------- | :-------- | | Balance as of September 30, 2023 | $490,786 | $69,034 | $559,820 | | Goodwill acquired | $13,515 | — | $13,515 | | Foreign currency translation | $2,515 | — | $2,515 | | Balance as of December 31, 2023 | $506,816 | $69,034 | $575,850 | [9. INCOME TAXES](index=17&type=section&id=9.%20INCOME%20TAXES) Income taxes are accounted for under FASB ASC 740, recognizing deferred tax assets and liabilities for temporary differences, with a stable effective tax rate - Recognized an **income tax benefit of $0.2 million** for the three months ended December 31, 2023, compared to a **$7.0 million provision** in the prior year[72](index=72&type=chunk) - The effective income tax rate before discrete items was **26.4%** for the three months ended December 31, 2023, consistent with 26.3% in the prior year[72](index=72&type=chunk) [10. SHORT-TERM BORROWINGS AND LONG-TERM DEBT](index=18&type=section&id=10.%20SHORT-TERM%20BORROWINGS%20AND%20LONG-TERM%20DEBT) The Company's Amended Credit Facility provides a Floor Plan, revolving credit, and term loans, with outstanding short-term borrowings and long-term debt as of December 31, 2023 - The Amended Credit Facility (July 2023) 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 facility**, all maturing in August 2027[73](index=73&type=chunk) - As of December 31, 2023, outstanding short-term borrowings (Floor Plan) were approximately **$664.9 million**, with an interest rate of approximately **8.8%**[77](index=77&type=chunk)[78](index=78&type=chunk) - Long-term debt, net of current maturities and unamortized debt issuance costs, totaled **$380.972 million** as of December 31, 2023[84](index=84&type=chunk) - The Company was in compliance with all financial covenants under the Amended Credit Agreement as of December 31, 2023[75](index=75&type=chunk) [11. STOCK-BASED COMPENSATION](index=19&type=section&id=11.%20STOCK-BASED%20COMPENSATION) Stock-based compensation is accounted for under FASB ASC 718, using the Black-Scholes model for options and fair value for restricted stock awards - Stock-based compensation expense increased to approximately **$5.4 million** for the three months ended December 31, 2023, from $4.8 million in the prior year[86](index=86&type=chunk) [12. THE INCENTIVE STOCK PLANS](index=19&type=section&id=12.%20THE%20INCENTIVE%20STOCK%20PLANS) The 2021 Stock-Based Compensation Plan allows for various awards to attract and retain talent, with shares available for grant and options outstanding - The 2021 Stock-Based Compensation Plan was amended in February 2023, increasing the total number of available shares by **1,300,000**[88](index=88&type=chunk) Incentive Stock Plan Activity | Incentive Stock Plan Activity | September 30, 2023 | December 31, 2023 | | :---------------------------- | :----------------- | :---------------- | | Shares Available for Grant | 1,984,588 | 1,300,377 | | Options Outstanding | 54,750 | 28,750 | | Weighted Average Exercise Price | $20.96 | $25.57 | | Weighted Average Remaining Contractual Life | 2.5 years | 4.4 years | [13. EMPLOYEE STOCK PURCHASE PLAN](index=21&type=section&id=13.%20EMPLOYEE%20STOCK%20PURCHASE%20PLAN) The Amended 2008 Employee Stock Purchase Plan allows eligible employees to purchase common stock at a discount, with shares issued and Black-Scholes valuation assumptions - The Stock Purchase Plan allows employees to purchase common stock at **85% of the lower of the opening or closing price** during offering periods[92](index=92&type=chunk) - As of December 31, 2023, **1,340,054 shares** of common stock have been issued under the Stock Purchase Plan[94](index=94&type=chunk) Black-Scholes Assumptions | Black-Scholes Assumptions | Three Months Ended Dec 31, 2022 | Three Months Ended Dec 31, 2023 | | :------------------------ | :------------------------------ | :------------------------------ | | Dividend yield | 0.0% | 0.0% | | Risk-free interest rate | 3.9% | 5.3% | | Volatility | 48.1% | 39.2% | | Expected life | Six Months | Six Months | [14. RESTRICTED STOCK AWARDS](index=22&type=section&id=14.%20RESTRICTED%20STOCK%20AWARDS) Restricted stock awards and RSUs are granted to employees, directors, and officers, generally vesting over two to four years, with significant unrecognized compensation cost - Restricted stock awards and RSUs generally vest between **two and four years** after the grant date[95](index=95&type=chunk) Restricted Stock Award Activity | Restricted Stock Award Activity | September 30, 2023 | December 31, 2023 | | :------------------------------ | :----------------- | :---------------- | | Non-vested balance | 1,341,151 | 1,881,441 | | Awards granted | — | 722,611 | | Awards vested | — | (163,046) | | Awards forfeited | — | (19,275) | - As of December 31, 2023, total unrecognized compensation cost related to non-vested restricted stock awards was approximately **$41.2 million**, to be recognized over a weighted average period of **2.3 years**[96](index=96&type=chunk) [15. NET INCOME PER SHARE](index=22&type=section&id=15.%20NET%20INCOME%20PER%20SHARE) This section details the weighted average common shares outstanding used in calculating basic and diluted net income per share Shares (in millions) | Shares (in millions) | Three Months Ended Dec 31, 2022 | Three Months Ended Dec 31, 2023 | | :------------------- | :------------------------------ | :------------------------------ | | Basic | 21.76 | 22.20 | | Diluted | 22.22 | 22.81 | [16. COMMITMENTS AND CONTINGENCIES](index=23&type=section&id=16.%20COMMITMENTS%20AND%20CONTINGENCIES) The Company is involved in various legal actions in the ordinary course of business, not expected to materially affect financial condition or results - Legal actions arising in the ordinary course of business are not expected to have a material adverse effect on financial condition, results of operations, or cash flows as of December 31, 2023[98](index=98&type=chunk) [17. SEGMENT INFORMATION](index=23&type=section&id=17.%20SEGMENT%20INFORMATION) MarineMax operates through Retail Operations and Product Manufacturing segments, detailing revenue and income from operations for each - The Company's reportable segments are Retail Operations and Product Manufacturing, with the CEO acting as the chief operating decision maker[99](index=99&type=chunk) - Retail Operations includes sales of new/used boats, marine products, repair/maintenance, slip/storage rentals, financing, insurance, brokerage, yacht charter services, and luxury marinas (IGY Marinas)[99](index=99&type=chunk) - Product Manufacturing includes Cruisers Yachts (sport yacht and yachts) and Intrepid Powerboats (customized powerboats), with Cruisers Yachts selling through retail dealerships and independent dealers, and Intrepid Powerboats using a direct-to-consumer model[100](index=100&type=chunk) Segment Performance (Amounts in thousands) | Segment Performance (Amounts in thousands) | Three Months Ended Dec 31, 2022 | Three Months Ended Dec 31, 2023 | | :----------------------------------------- | :------------------------------ | :------------------------------ | | **Revenue:** | | | | Retail Operations | $502,386 | $524,085 | | Product Manufacturing | $56,326 | $46,128 | | Elimination of intersegment revenue | $(50,785) | $(42,939) | | Total Revenue | $507,927 | $527,274 | | **Income from operations:** | | | | Retail Operations | $36,728 | $14,806 | | Product Manufacturing | $6,502 | $3,970 | | Intersegment adjustments | $(6,730) | $223 | | Total Income from operations | $36,500 | $18,999 | [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=24&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides an overview of MarineMax's financial condition and operational results, highlighting the company's position as the largest recreational boat and yacht retailer and superyacht services company [General](index=24&type=section&id=General) MarineMax is the world's largest recreational boat and yacht retailer, operating 81 retail locations and pursuing an aggressive acquisition strategy, while facing economic and interest rate challenges - MarineMax is the **largest recreational boat and yacht retailer** and superyacht services company globally, with **81 retail locations in 21 states**[105](index=105&type=chunk)[113](index=113&type=chunk) - The company completed **four acquisitions in fiscal year 2023** and **one in fiscal 2024**, continuing its growth strategy[108](index=108&type=chunk) - Economic downturns, increased interest rates, and lower consumer confidence negatively impact discretionary spending on luxury goods, affecting MarineMax more due to its focus on the higher end of the market[109](index=109&type=chunk)[110](index=110&type=chunk) - Florida remains a major market, contributing approximately **53% of dealership revenue in fiscal 2023**[109](index=109&type=chunk) [Consolidated Results of Operations](index=27&type=section&id=Consolidated%20Results%20of%20Operations) This section analyzes MarineMax's revenue growth, gross profit decline, increased selling, general, and administrative expenses, and a significant rise in interest expense for the three months ended December 31, 2023 - Revenue increased by **$19.4 million (3.8%) to $527.3 million**, primarily due to a **4% increase in comparable-store sales** from new and used boat revenue and higher-margin businesses[119](index=119&type=chunk) - Gross profit decreased by **$11.4 million (6.1%) to $175.5 million**, with gross profit margin declining to **33.3% from 36.8%**, mainly due to lower new and used boat margins in a challenging retail environment[120](index=120&type=chunk) - Selling, general, and administrative expenses increased by **$6.1 million (4.1%) to $156.5 million**, attributed to inflation and prior-year acquisitions[121](index=121&type=chunk) - Interest expense rose significantly by **$8.9 million (93.6%) to $18.4 million**, driven by increased interest rates and higher inventory levels[122](index=122&type=chunk) - Net income decreased by **$19.1 million (95.8%) to $0.8 million**[9](index=9&type=chunk) [Liquidity and Capital Resources](index=28&type=section&id=Liquidity%20and%20Capital%20Resources) MarineMax's primary cash needs are for working capital, inventory, and acquisitions, financed by operations and the Amended Credit Facility, with adequate resources for the next 12 months - Cash used in operating activities decreased to approximately **$89.1 million** for the three months ended December 31, 2023, from $156.3 million in the prior year, primarily due to inventory increases[127](index=127&type=chunk) - Cash used in investing activities significantly decreased to approximately **$17.3 million** from $498.5 million, as the prior year included the IGY Marinas acquisition[128](index=128&type=chunk) - Cash provided by financing activities decreased to approximately **$114.3 million** from $602.5 million, reflecting lower net borrowings on short-term debt and no new long-term debt proceeds compared to the prior year[129](index=129&type=chunk) - The Company believes its existing capital resources, including cash from sales and the Amended Credit Facility, will be adequate to meet liquidity and capital requirements for at least the next 12 months, excluding possible significant acquisitions[135](index=135&type=chunk) [Impact of Seasonality and Weather on Operations](index=30&type=section&id=Impact%20of%20Seasonality%20and%20Weather%20on%20Operations) The recreational boating industry is highly seasonal, with lower sales and higher inventory levels typically in the December and March quarters, and adverse weather can negatively impact operations - The recreational boating industry is highly seasonal, with **lower sales and higher inventory levels** typically in the December and March quarters, except in Florida[136](index=136&type=chunk) - Public boat and recreation shows in January generally stimulate sales and help reduce inventory levels[136](index=136&type=chunk) - Adverse weather conditions (e.g., prolonged winters, droughts, hurricanes) can negatively impact operations and customer demand, despite geographic diversity[137](index=137&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=30&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) MarineMax is exposed to market risks primarily from changes in interest rates on its variable-rate debt and foreign currency exchange rate fluctuations [Interest Rate Risk](index=30&type=section&id=Interest%20Rate%20Risk) The Company is exposed to interest rate risk on its variable-rate short-term borrowings and long-term debt, with a hypothetical 100-basis point increase impacting annual pre-tax interest expense - A hypothetical **100-basis point increase in interest rates** would increase annual pre-tax interest expense by approximately **$10.4 million**[138](index=138&type=chunk) [Foreign Currency Exchange Rate Risk](index=30&type=section&id=Foreign%20Currency%20Exchange%20Rate%20Risk) Fluctuations in the U.S. dollar exchange rate can impact the retail price and competitiveness of foreign products, particularly those denominated in Euro, with no current hedging activities - Fluctuations in the U.S. dollar exchange rate can impact the retail price and competitiveness of foreign products, even if transacted in U.S. dollars[139](index=139&type=chunk) - Net revenues whose functional currency was not the U.S. dollar (primarily Euro) were approximately **3% of total revenues in fiscal 2023**[140](index=140&type=chunk) - The Company is not currently engaged in foreign currency exchange hedging transactions[139](index=139&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=31&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) The CEO and CFO evaluated the effectiveness of the Company's disclosure controls and procedures, concluding they were effective at a reasonable assurance level, with no material changes in internal control - The CEO and CFO concluded that disclosure controls and procedures were **effective at the reasonable assurance level** as of December 31, 2023[142](index=142&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter ended December 31, 2023[143](index=143&type=chunk) - Management acknowledges that control systems provide only reasonable assurance and have inherent limitations, such as faulty judgments, simple errors, circumvention by individuals, or management override[144](index=144&type=chunk) [PART II. OTHER INFORMATION](index=31&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity security sales, defaults, mine safety, other information, and a list of exhibits [ITEM 1. LEGAL PROCEEDINGS](index=31&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The Company is involved in various legal actions in the ordinary course of business, which are not expected to have a material adverse effect on its financial condition or results - Various legal actions arising in the ordinary course of business are not expected to have a material adverse effect on the Company's financial condition, results of operations, or cash flows as of December 31, 2023[147](index=147&type=chunk) [ITEM 1A. RISK FACTORS](index=31&type=section&id=ITEM%201A.%20RISK%20FACTORS) There are no new material risk factors to report for the quarter ended December 31, 2023, beyond those disclosed in the Annual Report on Form 10-K for the fiscal year ended September 30, 2023 - No new material risk factors are reported for the quarter ended December 31, 2023[148](index=148&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=32&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) There were no unregistered sales of equity securities or use of proceeds to report for the quarter ended December 31, 2023 - No unregistered sales of equity securities or use of proceeds occurred during the three months ended December 31, 2023[149](index=149&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=32&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) There were no defaults upon senior securities to report for the quarter ended December 31, 2023 - No defaults upon senior securities occurred during the three months ended December 31, 2023[150](index=150&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=32&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) Mine safety disclosures are not applicable to the Company's operations - Mine safety disclosures are not applicable[151](index=151&type=chunk) [ITEM 5. OTHER INFORMATION](index=32&type=section&id=ITEM%205.%20OTHER%20INFORMATION) During the three months ended December 31, 2023, no officers or directors adopted or terminated any Rule 10b5-1(c) trading arrangements or non-Rule 10b5-1 trading arrangements - No officers or directors adopted or terminated any Rule 10b5-1(c) trading arrangements or non-Rule 10b5-1 trading arrangements during the three months ended December 31, 2023[152](index=152&type=chunk) [ITEM 6. EXHIBITS](index=32&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed with the Form 10-Q, including certifications from the CEO and CFO, articles of incorporation, bylaws, and various XBRL documents - Exhibits include CEO and CFO certifications (31.1, 31.2, 32.1, 32.2), corporate governance documents (3.1, 3.2, 4.1), and Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)[154](index=154&type=chunk)

[Part I](index=4&type=section&id=PART%20I) [Business](index=4&type=section&id=Item%201.%20Business) MarineMax is the world's largest recreational boat and yacht retailer, operating through Retail Operations and Product Manufacturing segments with 130 global locations [Company Overview and Strategy](index=4&type=section&id=Item%201.%20Business%23Introduction) MarineMax is the world's largest recreational boat and yacht retailer, expanding through strategic acquisitions like IGY Marinas and digital presence, with Brunswick and Azimut sales as key revenue drivers - MarineMax is the world's largest recreational boat and yacht retailer, with **130 locations worldwide**, including **81 retail dealerships** and **66 marina and storage locations**[13](index=13&type=chunk) Key Manufacturer Revenue Contribution (FY 2023) | Manufacturer/Brand | Percentage of Revenue | | :--- | :--- | | Brunswick Corporation (Total) | ~24% | | Sea Ray (Brunswick) | ~11% | | Boston Whaler (Brunswick) | ~11% | | Azimut | ~11% | Recent Same-Store Sales Growth | Fiscal Year | Same-Store Sales Change | | :--- | :--- | | 2021 | +13% | | 2022 | +5% | | 2023 | -2% | - The company has made several strategic acquisitions to enhance its market position, including IGY Marinas, Fraser Yachts Group, Northrop & Johnson, Cruisers Yachts, and Intrepid Powerboats[22](index=22&type=chunk) [Products and Services](index=8&type=section&id=Item%201.%20Business%23Products%20and%20Services) The company's revenue is primarily driven by new boat sales, accounting for 68.7% of total revenue in fiscal 2023, with an average new boat selling price of approximately $306,000 Revenue Breakdown by Source (FY 2023) | Category | Revenue (approx. in millions) | % of Total Revenue | | :--- | :--- | :--- | | New Boat Sales | $1,645.4 | 68.7% | | Used Boat Sales | $189.5 | 7.9% | | Maintenance, Repair, Rent, Storage | $228.6 | 9.5% | | Brokerage Sales Commissions | $112.7 | 4.8% | | Finance & Insurance (F&I) | $66.8 | 2.8% | | Parts & Accessories (Tangible) | $112.1 | 4.7% | | Yacht Charter Services | $39.6 | 1.6% | - The average selling price for a new boat increased to approximately **$306,000** in fiscal 2023 from **$256,000** in fiscal 2022, significantly higher than the industry average of **$84,000** for calendar 2022[38](index=38&type=chunk) [Operations and Human Capital](index=16&type=section&id=Item%201.%20Business%23Operations) MarineMax employs a decentralized operational management approach, emphasizing the boating lifestyle and digital marketing, with 3,928 employees as of September 30, 2023 - The company utilizes a decentralized management structure for its dealerships, with local general managers overseeing daily operations under the direction of regional presidents[76](index=76&type=chunk) - Digital marketing is a key competitive advantage, with the majority of leads originating from digital properties like MarineMax.com and social media engagement[81](index=81&type=chunk) Employee Distribution (as of Sep 30, 2023) | Category | Number of Employees | Percentage of Total | | :--- | :--- | :--- | | Store-level Operations | 2,671 | 68% | | Manufacturing Operations | 927 | 24% | | Corporate & Management | 330 | 8% | | **Total** | **3,928** | **100%** | [Suppliers and Inventory Management](index=17&type=section&id=Item%201.%20Business%23Suppliers%20and%20Inventory%20Management) MarineMax purchases a substantial portion of its new boat inventory from manufacturers like Brunswick and Azimut, financing inventory through a $950 million credit facility and managing it centrally - Sales of new boats from Brunswick and Azimut accounted for approximately **24%** and **11%** of revenue, respectively, in fiscal 2023[86](index=86&type=chunk) - The company has a credit facility providing up to **$950 million** in asset-based borrowing availability to finance inventory[93](index=93&type=chunk) - Inventory is actively managed across retail locations to meet customer demand, and the company capitalizes on manufacturer incentives during off-seasons to improve cost and availability[89](index=89&type=chunk)[90](index=90&type=chunk) [Seasonality and Regulatory Environment](index=18&type=section&id=Item%201.%20Business%23Seasonality%20and%20Regulations) The business is highly seasonal, with peak sales in the June and September quarters, and is subject to extensive environmental regulations from agencies like the EPA and OSHA Average Quarterly Revenue Distribution (3-Year Period ending Sep 30, 2023) | Quarter Ending | Average % of Annual Revenue | | :--- | :--- | | December 31 | ~20% | | March 31 | ~25% | | June 30 | ~31% | | September 30 | ~24% | - The business is subject to weather patterns, with adverse conditions like hurricanes, droughts, or prolonged winters potentially curtailing demand and shortening selling seasons[102](index=102&type=chunk)[103](index=103&type=chunk) - Operations are subject to extensive environmental regulations from the EPA and OSHA regarding engine emissions, fuel storage tanks, and disposal of hazardous materials, which the company believes it is in compliance with[104](index=104&type=chunk)[107](index=107&type=chunk) [Executive Officers](index=21&type=section&id=Item%201.%20Business%23Executive%20Officers) The executive team is led by William H. McGill Jr. as Executive Chairman and William Brett McGill as CEO and President, supported by key financial and operational leaders Executive Leadership | Name | Position | | :--- | :--- | | William H. McGill Jr. | Executive Chairman of the Board and Director | | William Brett McGill | Chief Executive Officer, President and Director | | Michael H. McLamb | Executive Vice President, Chief Financial Officer, Secretary, and Director | | Charles A. Cashman | Executive Vice President and Chief Revenue Officer | | Anthony E. Cassella, Jr | Executive Vice President Finance and Chief Accounting Officer | | Shawn Berg | Executive Vice President and Chief Digital Officer | | Kyle G. Langbehn | Executive Vice President and President of Retail Operations | [Risk Factors](index=23&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from dependence on key manufacturers, cyclical and seasonal industry dynamics, intense competition, economic conditions, and strategic and operational challenges [Competition, Economic, and Industry Risks](index=23&type=section&id=Item%201A.%20Risk%20Factors%23Competition,%20Economic,%20and%20Industry%20Risks) The company's success is highly dependent on key manufacturers, faces intense competition, and is vulnerable to economic downturns, inflation, and rising interest rates due to the seasonal nature of the boating industry - The company is heavily dependent on manufacturers, with Brunswick products accounting for ~**24% of revenue** and Azimut products for ~**11%** in fiscal 2023[130](index=130&type=chunk) - The business is highly seasonal, with lower sales and higher inventory levels in the quarters ending December 31 and March 31[138](index=138&type=chunk) - Economic conditions such as inflation and rising interest rates can adversely affect business by reducing consumer discretionary spending and increasing financing costs for customers[146](index=146&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk) [Strategic Risks](index=26&type=section&id=Item%201A.%20Risk%20Factors%23Strategic%20Risks) MarineMax's growth strategy, including acquisitions like IGY Marinas and international expansion, carries risks related to integration, synergy realization, and exposure to geopolitical and foreign currency fluctuations - The company's acquisition strategy carries risks related to successful integration, realizing synergies, and managing the operations of acquired entities[154](index=154&type=chunk) - The acquisition of IGY Marinas presents specific risks, including unexpected costs, failure to realize synergies, and difficulties integrating international operations[169](index=169&type=chunk) - International operations expose the company to risks such as foreign currency fluctuations, compliance with local laws, trade restrictions, and geopolitical instability[165](index=165&type=chunk)[169](index=169&type=chunk) [Operational Risks](index=30&type=section&id=Item%201A.%20Risk%20Factors%23Operational%20Risks) Operational risks include reliance on a credit facility for inventory financing, vulnerability to higher energy costs and supply chain disruptions, dependence on F&I products, and potential impairment of goodwill - The company relies on its Amended Credit Facility (up to **$950 million**) for inventory financing, where rising interest rates, inventory aging, and covenant compliance are key risks[173](index=173&type=chunk)[174](index=174&type=chunk) - Higher energy costs and supply chain disruptions for raw materials, parts, and engines (from Mercury Marine, Yamaha, Volvo) can adversely affect business operations and profitability[176](index=176&type=chunk)[177](index=177&type=chunk)[181](index=181&type=chunk) - A portion of income comes from F&I products, which is dependent on the availability of customer financing and favorable terms with lenders[186](index=186&type=chunk)[187](index=187&type=chunk) - The carrying value of goodwill (**$559 million** as of Sep 30, 2023) is subject to impairment risk if future financial performance declines[200](index=200&type=chunk)[202](index=202&type=chunk) [Environmental, Geographic, and Regulatory Risks](index=34&type=section&id=Item%201A.%20Risk%20Factors%23Environmental,%20Geographic,%20and%20Regulatory%20Risks) The company is exposed to risks from adverse weather and environmental conditions, a significant revenue concentration in Florida, and extensive federal, state, and local environmental regulations - Adverse weather conditions like hurricanes, droughts, and unseasonable temperatures can negatively impact sales and operations[203](index=203&type=chunk) - A significant portion of dealership revenue is generated in Florida (**53%** in fiscal 2023), creating a concentration risk to regional economic and weather conditions[207](index=207&type=chunk) - The company is subject to extensive federal, state, and local environmental regulations, which may impact operations and result in compliance costs[208](index=208&type=chunk)[211](index=211&type=chunk) [Cybersecurity and Stock-Related Risks](index=36&type=section&id=Item%201A.%20Risk%20Factors%23Cybersecurity%20and%20Stock-Related%20Risks) MarineMax is vulnerable to cybersecurity threats and faces stock-related risks including the absence of cash dividends, uncertainties in share repurchases, and potential activist shareholder actions - The company is vulnerable to cybersecurity threats and attacks on its technology platform, which could disrupt business, compromise data, and result in financial or reputational harm[217](index=217&type=chunk)[218](index=218&type=chunk) - The company does not pay cash dividends and has no current intention to do so, retaining earnings to finance growth[223](index=223&type=chunk) - The company's stock repurchase plan is subject to uncertainties including stock price, market conditions, and cash availability[222](index=222&type=chunk) [Properties](index=37&type=section&id=Item%202.%20Properties) The company's Retail Operations segment includes 38 owned and 49 leased properties, IGY Marinas operates a global network of luxury marinas, and Product Manufacturing has four owned facilities - The Retail Operations segment operates from **38 owned** and **49 leased properties**, many of which are waterfront locations in key boating markets[229](index=229&type=chunk) - IGY Marinas operates a global network of luxury marinas through a mix of ownership, leases, joint ventures, and management/marketing agreements[235](index=235&type=chunk)[236](index=236&type=chunk) - The Product Manufacturing segment has **four owned manufacturing properties** in Wisconsin and Florida[238](index=238&type=chunk) [Legal Proceedings](index=43&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various legal actions arising in the ordinary course of business, which management does not expect to have a material adverse effect on its financial condition or results - The company is party to various legal actions arising in the ordinary course of business but does not expect them to have a material adverse effect on its financial condition or results[240](index=240&type=chunk) [Part II](index=44&type=section&id=PART%20II) [Market for Common Equity, Stockholder Matters, and Issuer Purchases](index=44&type=section&id=Item%205.%20Market%20for%20the%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) MarineMax's common stock trades on the NYSE under 'HZO', the company has never paid a cash dividend, and repurchased 80,344 shares in Q4 FY2023 primarily for employee tax withholding - The company's common stock is listed on the NYSE under the symbol '**HZO**'[244](index=244&type=chunk) - No cash dividends have ever been paid, and the company intends to retain earnings for future growth[246](index=246&type=chunk) Issuer Purchases of Equity Securities (Q4 FY2023) | Period | Total Shares Purchased | Average Price Paid per Share | Shares Purchased as Part of Plan | Max Shares Remaining Under Plan | | :--- | :--- | :--- | :--- | :--- | | Jul 2023 | — | $ — | — | 8,919,764 | | Aug 2023 | — | $ — | — | 8,919,764 | | Sep 2023 | 80,344 | $ 32.82 | — | 8,919,764 | | **Total** | **80,344** | **$ 32.82** | **—** | **8,919,764** | - The **80,344 shares** repurchased in September 2023 were tendered by employees to cover withholding taxes on vested stock awards and were not part of the public repurchase program[248](index=248&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=46&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In fiscal 2023, revenue grew 3.8% to $2.395 billion driven by acquisitions, but net income fell to $109.3 million due to increased SG&A and a surge in interest expense [Results of Operations (FY 2023 vs. FY 2022)](index=49&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%23Results%20of%20Operations) For fiscal 2023, revenue increased by 3.8% to $2.395 billion due to acquisitions, while gross profit margin remained flat, but net income decreased significantly to $109.3 million due to higher SG&A and a surge in interest expense - Revenue increased **3.8% to $2.395 billion** in FY2023, driven by a **$125.1 million** net increase from acquisitions, which offset a **$38.5 million (1.7%)** decrease in comparable-store sales[277](index=277&type=chunk) - Gross profit margin was flat at **34.9%** year-over-year, as the benefit from the higher-margin IGY Marinas acquisition offset other pressures[278](index=278&type=chunk) - SG&A expenses rose **17.4% to $634.5 million**, attributed to acquisitions and a mix shift towards higher-margin businesses that have a higher expense structure[279](index=279&type=chunk) - Interest expense surged to **$53.4 million** from **$3.3 million** in the prior year, a result of rising interest rates, increased inventory, and higher long-term debt[280](index=280&type=chunk) Consolidated Statement of Operations Summary (FY2023 vs FY2022) | Metric | FY 2023 (in millions) | FY 2022 (in millions) | % Change | | :--- | :--- | :--- | :--- | | Revenue | $2,394.7 | $2,308.1 | 3.8% | | Gross Profit | $835.3 | $805.8 | 3.7% | | Income from Operations | $200.8 | $265.2 | -24.3% | | Net Income Attributable to MarineMax | $109.3 | $198.0 | -44.8% | [Liquidity and Capital Resources](index=50&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%23Liquidity%20and%20Capital%20Resources) In fiscal 2023, cash used in operating activities was $222.2 million due to increased inventory, while financing activities provided $770.4 million, supported by an Amended Credit Facility of up to $950 million for floor plan financing Cash Flow Summary (in millions) | Cash Flow Activity | FY 2023 | FY 2022 | FY 2021 | | :--- | :--- | :--- | :--- | | Net Cash from Operating Activities | $(222.2) | $76.6 | $373.9 | | Net Cash from Investing Activities | $(576.4) | $(140.5) | $(161.1) | | Net Cash from Financing Activities | $770.4 | $73.1 | $(145.8) | - The company is party to an Amended Credit Facility that provides a line of credit up to **$950 million** for floor plan financing, a **$100 million** revolving credit facility, a **$400 million** term loan facility (for IGY acquisition), and a **$100 million** mortgage loan facility[290](index=290&type=chunk) Debt Summary (as of Sep 30, 2023) | Debt Category | Amount (in millions) | | :--- | :--- | | Short-term borrowings (Floor Plan) | $538.7 | | Long-term debt | $391.1 | [Quantitative and Qualitative Disclosures about Market Risk](index=52&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is exposed to market risks from interest rate fluctuations, where a 100 basis point increase would raise annual pre-tax interest expense by approximately $9.2 million, and foreign currency exchange rates impacting product costs and profitability - A hypothetical **100 basis point increase** in interest rates would result in an approximate **$9.2 million** increase in annual pre-tax interest expense[296](index=296&type=chunk) - The company faces foreign currency exchange risk from purchasing products in U.S. dollars from foreign manufacturers and from the operations of its international subsidiaries, whose transactions are often in other currencies like the euro[297](index=297&type=chunk)[298](index=298&type=chunk) [Controls and Procedures](index=53&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls were effective as of September 30, 2023, with the assessment of internal control over financial reporting excluding the recently acquired IGY Marinas, which represented 12% of total assets and 5% of total revenues - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of September 30, 2023[302](index=302&type=chunk) - Management's assessment of internal control over financial reporting excluded the recently acquired IGY Marinas, which represented approximately **12% of total assets** and **5% of total revenues** for fiscal 2023[307](index=307&type=chunk) - The independent auditor, KPMG LLP, provided an unqualified opinion on the effectiveness of internal control over financial reporting as of September 30, 2023, also excluding IGY Marinas from its evaluation[310](index=310&type=chunk)[312](index=312&type=chunk) [Part III](index=57&type=section&id=PART%20III) [Directors, Executive Officers and Corporate Governance](index=57&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding directors and corporate governance is incorporated by reference from the 2024 Annual Meeting of Shareholders proxy statement, with executive officer details provided in Part I of this report - Required information for this item is incorporated by reference from the definitive Proxy Statement for the 2024 Annual Meeting of Shareholders[321](index=321&type=chunk) [Executive Compensation](index=57&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the company's 2024 Annual Meeting of Shareholders proxy statement - Required information for this item is incorporated by reference from the 2024 Proxy Statement[323](index=323&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=57&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership of principal shareholders, directors, and officers is incorporated by reference from the company's 2024 Annual Meeting of Shareholders proxy statement - Required information for this item is incorporated by reference from the 2024 Proxy Statement[324](index=324&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=57&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the company's 2024 Annual Meeting of Shareholders proxy statement - Required information for this item is incorporated by reference from the 2024 Proxy Statement[325](index=325&type=chunk) [Principal Accountant Fees and Services](index=57&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information regarding principal accountant fees and services is incorporated by reference from the company's 2024 Annual Meeting of Shareholders proxy statement - Required information for this item is incorporated by reference from the 2024 Proxy Statement[326](index=326&type=chunk) [Financial Statements and Supplementary Data](index=63&type=section&id=Financial%20Statements%20and%20Supplementary%20Data) [Report of Independent Registered Public Accounting Firm](index=64&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) KPMG LLP issued an unqualified opinion on MarineMax's consolidated financial statements, identifying critical audit matters related to the fair value assessment of trade-in used boats, and the fair value measurement of marina properties and contingent consideration from the IGY acquisition - The auditor, KPMG LLP, issued an unqualified opinion on the consolidated financial statements[341](index=341&type=chunk) - Critical Audit Matters identified were: 1) Fair value of trade-in used boats, 2) Fair value measurement of marina properties acquired (IGY), and 3) Fair value measurement of contingent consideration liability (IGY)[345](index=345&type=chunk)[347](index=347&type=chunk)[350](index=350&type=chunk)[353](index=353&type=chunk) [Consolidated Financial Statements](index=67&type=section&id=Consolidated%20Financial%20Statements) For FY2023, MarineMax reported total assets of $2.42 billion and total liabilities of $1.50 billion, with revenue at $2.39 billion, but net income decreased to $109.5 million, resulting in diluted EPS of $4.87 Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2023 | Sep 30, 2022 | | :--- | :--- | :--- | | Total Current Assets | $1,123,176 | $753,997 | | Total Assets | $2,421,305 | $1,352,771 | | Total Current Liabilities | $847,049 | $412,772 | | Total Liabilities | $1,502,888 | $570,105 | | Total Shareholders' Equity | $918,417 | $782,666 | Consolidated Statement of Operations Highlights (in thousands, except per share data) | Account | FY 2023 | FY 2022 | FY 2021 | | :--- | :--- | :--- | :--- | | Revenue | $2,394,706 | $2,308,098 | $2,063,257 | | Gross Profit | $835,329 | $805,754 | $659,433 | | Income from Operations | $200,802 | $265,204 | $209,459 | | Net Income Attributable to MarineMax | $109,282 | $197,989 | $154,979 | | Diluted EPS | $4.87 | $8.84 | $6.78 | [Notes to Consolidated Financial Statements](index=72&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, the $480 million IGY Marinas acquisition, the $950 million Amended Credit Facility for debt, and segment performance, with Retail Operations generating $2.29 billion and Product Manufacturing $222.3 million in FY2023 revenue - The acquisition of IGY Marinas in October 2022 had a purchase price of **$480 million** plus a contingent consideration arrangement with a fair value of **$67.7 million**, adding **$293.5 million** in goodwill[442](index=442&type=chunk)[445](index=445&type=chunk) - The company's debt is primarily managed through an Amended Credit Facility that provides up to **$950 million** for floor plan financing, a **$100 million** revolving credit facility, and a **$400 million** term loan; as of Sep 30, 2023, outstanding short-term borrowings were **$538.7 million** and long-term debt was **$424.9 million**[459](index=459&type=chunk)[464](index=464&type=chunk)[472](index=472&type=chunk) Segment Revenue and Operating Income (FY 2023, in thousands) | Segment | Revenue (before eliminations) | Income from Operations | | :--- | :--- | :--- | | Retail Operations | $2,294,362 | $192,487 | | Product Manufacturing | $222,289 | $23,420 | | Intersegment Adjustments/Eliminations | $(121,945) | $(15,105) | | **Total** | **$2,394,706** | **$200,802** | - As of September 30, 2023, the company had approximately **8.9 million shares** remaining available for repurchase under its share repurchase program[484](index=484&type=chunk)

President 25 Years Kyle Langbehn Executive Vice President, President of Retail Operations Denotes years of experience at MarineMax WHY MARINEMAX? | --- | --- | --- | --- | --- | --- | |-------|-----------------------|-------|-------------------------------------------|-------|------------------------------| | | TEACH | | SERVICE | | FUN | | | Fishing Seminars | | Pro-active and Emergency Services | | MarineMax Getaways!® | | | Captain's Orientation | | Mobile Service | | Owners Rendezvous | | | Women on Wat ...

MarineMax, Inc. (NYSE:HZO) Q4 2023 Earnings Conference Call October 26, 2023 10:00 AM ET Company Participants Scott Solomon - Sharon Merrill Associates Michael McLamb - CFO William McGill - President and CEO Conference Call Participants James Hardiman - Citi Drew Crum - Stifel Joe Altobello - Raymond James Brandon Rollé - D.A. Davidson Eric Wold - B. Riley Securities Lucas de Servera - Truist Securities John Healy - Northcoast Research Joe Nolan - Longbow Research Operator Good morning, and welcome to the M ...

Invests resources to maintain and improve the sustainability of our operations Provides team members time to volunteer and make our own charitable donations to support organizations such as Habitat for Humanity GOVERNANCE Maintains a productive dialogue with shareholders 17 · For a reconciliation of GAAP to Non-GAAP financial measures, refer to the Appendix. 2020 . Acquisitions of higher-margin businesses Brand expansions Market share gains Marinas and higher- margin businesses ● (Amounts in thousands) (Una ...

MarineMax, Inc. (NYSE:HZO) Q3 2023 Earnings Conference Call July 27, 2023 10:00 AM ET Company Participants Scott Solomon - Sharon Merrill Associates Michael McLamb - EVP, CFO, Secretary & Director William McGill - CEO, President & Director Conference Call Participants James Hardiman - Citigroup Joseph Altobello - Raymond James & Associates Eric Wold - B. Riley Securities John Healy - Northcoast Research Partners Frederick Wightman - Wolfe Research Brandon Rollé - D.A. Davidson & Co. Operator Good morning, a ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023. Commission File Number. 1-14173 MARINEMAX, INC. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number) Florida 59-3496957 2600 McCormick Drive, Suite 200 Clearwater, Florida 33759 (Address of P ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2023. Commission File Number. 1-14173 MARINEMAX, INC. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number) Florida 59-3496957 2600 McCormick Drive, Suite 200 Clearwater, Florida 33759 (Address of ...

MARINEMAX DISCLAIMER Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or expected. 2 - Brett McGill, CEO & President RINEMA opportunities MARINEMAX FISCAL YEAR 2022 AT A GLANCE $2.3B 5% $9.00 Adjusted Diluted EPS* 33% Increase Per Share Tangible Net Worth 44% Pre-Tax CAGR** MARINEMAX BRANDS- IN THE WORLD Our focus on customer service and building trust supported with Net Prom ...

MarineMax, Inc. (NYSE:HZO) Q2 2023 Earnings Conference Call April 27, 2023 10:00 AM ET Company Participants Scott Solomon - Sharon Merrill, IR Mike McLamb - Chief Financial Officer Brett McGill - President and CEO Conference Call Participants Joe Altobello - Raymond James Fred Wightman - Wolfe Research Drew Crum - Stifel Sean Wagner - Citigroup Eric Wold - B. Riley Securities John Healy - Northcoast Research Brandon Rollé - D.A. Davidson Joe Nolan - Longbow Research Operator Good morning. and welcome to the ...