8-K
MARINEMAX INC (HZO)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): October 31, 2024 |
|---|
MarineMax, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Florida | 1-14173 | 59-3496957 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 501 Brooker Creek Boulevard<br><br>Suite 200 | ||
| Oldsmar, Florida | 34677 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: 727 531-1700 | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $.001 per share | HZO | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On October 31, 2024, MarineMax, Inc. issued a press release announcing its results of operations for its fourth fiscal quarter and fiscal year ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Report of Form 8-K (including the exhibit) is furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.
Item 9.01 Financial Statements and Exhibits.
Press release of MarineMax, Inc. dated October 31, 2024, reporting the financial results for its fourth fiscal quarter and fiscal year ended September 30, 2024.
Exhibit Index
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release of MarineMax, Inc. dated October 31, 2024, reporting the financial results for its fourth fiscal quarter and fiscal year ended September 30, 2024. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| MarineMax, Inc. | |||
|---|---|---|---|
| Date: | October 31, 2024 | By: | /s/ Michael H. McLamb |
| Name: Michael H. McLamb<br>Title: Executive Vice President, Chief Financial Officer and Secretary |
EX-99.1
Exhibit 99.1
MarineMax Reports Fiscal 2024 Fourth Quarter and Full Year Results
~ September Quarter Revenue of $563.1 Million, Down 5% Year-over-Year, Reflecting Impact of Hurricane Helene ~
~ September Quarter Gross Margin of 34.3% Illustrating Strong Contributions from Higher-Margin Businesses ~
~ Annual Same-Store Sales Growth of 1% Despite Challenging Industry Retail Environment ~
~ Company Provides FY 2025 Guidance ~
~ Earnings Conference Call at 10:00 a.m. ET Today ~
OLDSMAR, Florida, October 31, 2024 – MarineMax, Inc. (NYSE: HZO) (“MarineMax” or the “Company”), the world’s largest recreational boat, yacht and superyacht services company, today announced results for its fiscal 2024 fourth quarter and full year ended September 30, 2024.
Fiscal 2024 Fourth Quarter Summary
- September quarter revenue of $563.1 million
- Same-store sales decrease of 5%, reflecting impact of Hurricane Helene
- Gross profit margin of 34.3%
- Net income of $4.0 million, or diluted EPS of $0.17; Adjusted diluted EPS1 of $0.24
- Adjusted EBITDA1 of $33.5 million
Fiscal 2024 Full Year Summary
- Revenue of $2.43 billion
- Same-store sales increase of 1%
- Gross profit margin of 33.0%
- Net income of $38.1 million, or diluted EPS of $1.65; Adjusted diluted EPS1 of $2.13
- Adjusted EBITDA1 of $160.2 million
CEO & President Commentary
“Resilient is the word that captures the spirit of our team members, who have shown extraordinary dedication and perseverance in the face of the devastating storms that hit Florida and the southeast over the past month,” said Brett McGill, Chief Executive Officer and President of MarineMax. “Hurricanes Helene and Milton have caused significant damage across the region. Our team members have been at the forefront, ensuring that our operations continue and that we provide essential support to our customers. We are incredibly proud of their efforts and dedication during this challenging time. We are committed to supporting the affected areas with assistance throughout this journey. It is encouraging to see the progress that has already occurred in such a short period of time.
“As previously disclosed, the effects of Hurricane Helene significantly impacted our fourth-quarter results, causing damage and disruption to a number of our locations along the west coast of Florida. Hurricane Milton has exacerbated the damage,” McGill said. “Despite their personal challenges in the wake of these storms, our team has been assisting customers while simultaneously reopening our
1 This is a non-GAAP measure. See below for an explanation and quantitative reconciliation of each non-GAAP financial measure.
stores. Our Sarasota location, which sustained significant damage from Hurricane Milton, also is open and operating except for the marina, which requires additional repairs.
“From an operational perspective, we performed well in light of what has proven to be one of the more challenging years for our industry,” McGill said. “With sizable month-over-month industrywide declines in unit sales, our ability to generate annual same-store sales growth in fiscal 2024 is a testament to the success of our long-term strategy.
“Our fourth-quarter performance, in particular, highlights the progress we have made to strengthen our financial profile by building a meaningful presence in higher-margin businesses, including marinas, storage facilities, and superyacht services,” McGill said. “Our ability to maintain a gross margin above 34% despite boat margins being at or below pre-pandemic levels, along with a 5% decrease in fourth-quarter sales, speaks to the success of that effort.
“As part of our long-term improvement plan, we implemented further strategic cost-cutting actions during the fourth quarter, including consolidating certain retail locations,” McGill said. “Expense reduction remains a focus in fiscal 2025, with the goal of driving improved operating leverage.”
Fiscal 2024 Fourth Quarter Results
Revenue in the fiscal 2024 fourth quarter decreased 5% to $563.1 million from $594.6 million in the comparable period of fiscal 2023, primarily reflecting lower boat sales due to the closure of boat and yacht insurance markets as Hurricane Helene approached Florida. As a result, revenue on a comparable same-store basis decreased 5% from the prior-year period, versus 8% last year.
Gross profit decreased 5% to $193.2 million in the fourth quarter of fiscal 2024 from $203.7 million in the prior-year period. Despite lower boat margins and revenue in the fourth quarter of fiscal 2024, gross profit margin remained consistent with the prior-year period at 34.3%, driven by the increased contribution of higher-margin businesses including finance and insurance, marinas and the Company’s Superyacht Division.
Selling, general, and administrative (SG&A) expenses totaled $166.4 million, or 29.5% of revenue, in the fourth quarter of fiscal 2024, compared with $169.4 million, or 28.5% of revenue, for the comparable period of fiscal 2023. Excluding transaction costs, changes in contingent consideration, weather events, and other items, Adjusted SG&A2 in the fourth quarter of fiscal 2024 decreased by approximately $5.1 million, or 3%, from the same period in fiscal 2023. Adjusted SG&A2 in the 2024 period was $163.5 million, or 29.0% of revenue.
Interest expense was $17.9 million, or 3.2% of revenue in the fourth quarter, compared with $15.8 million, or 2.7% of revenue in the prior-year period, reflecting higher borrowings due primarily to increased inventory compared with the fourth quarter of fiscal 2023.
Income tax provision increased year-over-year primarily due to non-cash tax expenses related to equity compensation that vested in the fourth quarter as well as increased taxes on foreign earnings.
Net income in the fiscal 2024 fourth quarter was $4.0 million, or $0.17 per diluted share, compared with net income of $15.1 million, or $0.67 per diluted share, in the same period last year. Adjusted net income1 in the fourth quarter of fiscal 2024 was $5.5 million, or $0.24 per diluted share, compared with $15.8 million, or $0.69 per diluted share, in the prior-year period. Adjusted EBITDA1 for the quarter ended
1 This is a non-GAAP measure. See below for an explanation and quantitative reconciliation of each non-GAAP financial measure.
2 This is a non-GAAP measure. Adjusted SG&A represents SG&A adjusted for transaction and other costs, intangible amortization, change in fair value of contingent consideration, weather events, and restructuring expense. See below in the Adjusted diluted EPS table for the excluded amounts for both periods.
September 30, 2024, was $33.5 million, compared with $42.6 million for the comparable period of fiscal 2023.
1 This is a non-GAAP measure. See below for an explanation and quantitative reconciliation of each non-GAAP financial measure.
2 This is a non-GAAP measure. Adjusted SG&A represents SG&A adjusted for transaction and other costs, intangible amortization, change in fair value of contingent consideration, weather events, and restructuring expense. See below in the Adjusted diluted EPS table for the excluded amounts for both periods.
Fiscal 2025 Guidance
Based on a preliminary assessment of damage from Hurricanes Helene and Milton, current business conditions, retail trends and other factors, the Company expects fiscal year 2025 Adjusted net income1,3 in the range of $1.80 to $2.80 per diluted share, and fiscal year 2025 Adjusted EBITDA1,3 in the range of $150 million to $180 million. These expectations do not consider or give effect for, among other things, material acquisitions that may be completed by the Company during fiscal 2025 or other unforeseen events, including changes in global economic conditions.
Conference Call Information
MarineMax will discuss its fiscal 2024 fourth-quarter and year-end financial results on a conference call starting at 10:00 a.m. ET today. The conference call can be accessed via the “Investors” section of the Company's website: www.marinemax.com, or by dialing 877-407-0789 (U.S. and Canada) or 201-689-8562 (International). An online replay will be available within one hour of the conclusion of the call and will be archived on the website for one year.
About MarineMax
As the world’s largest lifestyle retailer of recreational boats and yachts, as well as yacht concierge and superyacht services, MarineMax (NYSE: HZO) is United by Water. We have over 120 locations worldwide, including over 75 dealerships and 65 marina and storage facilities. Our integrated business includes IGY Marinas, which operates luxury marinas in yachting and sport fishing destinations around the world; Fraser Yachts Group and Northrop & Johnson, leading superyacht brokerage and luxury yacht services companies; Cruisers Yachts, one of the world’s premier manufacturers of premium sport yachts and motor yachts; and Intrepid Powerboats, a premier manufacturer of powerboats. To enhance and simplify the customer experience, we provide financing and insurance services as well as leading digital technology products that connect boaters to a network of preferred marinas, dealers, and marine professionals through Boatyard and Boatzon. In addition, we operate MarineMax Vacations in Tortola, British Virgin Islands, which offers our charter vacation guests the luxury boating adventures of a lifetime. Land comprises 29% of the earth’s surface. We’re focused on the other 71%. Learn more at www.marinemax.com.
Forward-Looking Statement
Certain statements in this press release are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include the timing of an assessment of the damage caused by Hurricanes Helene and Milton and the return to normal operations of the Company’s locations; the timing of and potential outcome of the Company’s long-term improvement plan; the estimated impact resulting from the Company’s cost-reduction initiatives; and the Company’s fiscal 2025 Adjusted net income per diluted share and Adjusted EBITDA guidance. 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 release. These risks, assumptions, and uncertainties include the Company’s abilities to reduce inventory, manage expenses and accomplish its goals and strategies, the quality of the new product offerings from the Company’s manufacturing partners, the performance and integration of the recently acquired businesses, general economic conditions, as well as those within the Company's industry, the liquidity and strength of our bank group partners, the level of consumer spending, and numerous other factors identified in the Company’s Form 10-K for the fiscal year ended September 30, 2023 and other filings with the Securities and Exchange Commission. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
1 This is a non-GAAP measure. See below for an explanation and quantitative reconciliation of each non-GAAP financial measure.
3 See “Non-GAAP Financial Measures” below for a discussion of why reconciliations of forward-looking Adjusted net income and Adjusted EBITDA are not available without unreasonable effort.
| Contacts | |
|---|---|
| Mike McLamb | |
| Chief Financial Officer | |
| 727-531-1700 | |
| Scott Solomon | |
| Sharon Merrill Advisors | |
| 857-383-2409 | |
| HZO@investorrelations.com |
MarineMax, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Amounts in thousands, except share and per share data)
(Unaudited)
| Three Months Ended | Fiscal Year Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||
| 2024 | 2023 | 2024 | 2023 | |||||
| Revenue | $ | 563,122 | $ | 594,595 | $ | 2,431,008 | $ | 2,394,706 |
| Cost of sales | 369,927 | 390,880 | 1,629,812 | 1,559,377 | ||||
| Gross profit | 193,195 | 203,715 | 801,196 | 835,329 | ||||
| Selling, general, and administrative expenses | 166,396 | 169,399 | 672,970 | 634,527 | ||||
| Income from operations | 26,799 | 34,316 | 128,226 | 200,802 | ||||
| Interest expense | 17,927 | 15,805 | 73,895 | 53,367 | ||||
| Income before income tax provision | 8,872 | 18,511 | 54,331 | 147,435 | ||||
| Income tax provision | 4,141 | 3,272 | 15,593 | 37,957 | ||||
| Net income | 4,731 | 15,239 | 38,738 | 109,478 | ||||
| Less: Net income attributable to non-controlling interests | 732 | 98 | 672 | 196 | ||||
| Net income attributable to MarineMax, Inc. | $ | 3,999 | $ | 15,141 | $ | 38,066 | $ | 109,282 |
| Basic net income per common share | $ | 0.18 | $ | 0.69 | $ | 1.71 | $ | 5.00 |
| Diluted net income per common share | $ | 0.17 | $ | 0.67 | $ | 1.65 | $ | 4.87 |
| Weighted average number of common shares used in computing net income per common share: | ||||||||
| Basic | 22,322,097 | 21,914,961 | 22,271,580 | 21,852,425 | ||||
| Diluted | 23,199,765 | 22,753,029 | 23,014,208 | 22,429,381 |
MarineMax, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Amounts in thousands)
(Unaudited)
| September 30, | September 30, | |||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| ASSETS | ||||||
| CURRENT ASSETS: | ||||||
| Cash and cash equivalents | $ | 224,326 | $ | 201,456 | ||
| Accounts receivable, net | 106,409 | 85,780 | ||||
| Inventories | 906,641 | 812,830 | ||||
| Prepaid expenses and other current assets | 35,835 | 23,110 | ||||
| Total current assets | 1,273,211 | 1,123,176 | ||||
| Property and equipment, net | 532,766 | 527,552 | ||||
| Operating lease right-of-use assets, net | 136,599 | 138,785 | ||||
| Goodwill | 592,293 | 559,820 | ||||
| Other intangible assets, net | 37,458 | 39,713 | ||||
| Other long-term assets | 32,741 | 32,259 | ||||
| Total assets | $ | 2,605,068 | $ | 2,421,305 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
| CURRENT LIABILITIES: | ||||||
| Accounts payable | $ | 54,481 | $ | 71,706 | ||
| Contract liabilities (customer deposits) | 64,845 | 81,700 | ||||
| Accrued expenses | 197,295 | 112,746 | ||||
| Short-term borrowings | 708,994 | 537,060 | ||||
| Current maturities on long-term debt | 33,766 | 33,767 | ||||
| Current operating lease liabilities | 9,762 | 10,070 | ||||
| Total current liabilities | 1,069,143 | 847,049 | ||||
| Long-term debt, net of current maturities | 355,906 | 389,231 | ||||
| Noncurrent operating lease liabilities | 124,525 | 123,789 | ||||
| Deferred tax liabilities, net | 60,317 | 56,927 | ||||
| Other long-term liabilities | 8,928 | 85,892 | ||||
| Total liabilities | 1,618,819 | 1,502,888 | ||||
| SHAREHOLDERS' EQUITY: | ||||||
| Preferred stock | — | — | ||||
| Common stock | 30 | 29 | ||||
| Additional paid-in capital | 343,911 | 323,218 | ||||
| Accumulated other comprehensive income | 4,636 | 1,303 | ||||
| Retained earnings | 778,015 | 739,949 | ||||
| Treasury stock | (150,797 | ) | (148,656 | ) | ||
| Total shareholders’ equity attributable to MarineMax, Inc. | 975,795 | 915,843 | ||||
| Non-controlling interests | 10,454 | 2,574 | ||||
| Total shareholders’ equity | 986,249 | 918,417 | ||||
| Total liabilities and shareholders’ equity | $ | 2,605,068 | $ | 2,421,305 |
MarineMax, Inc. and Subsidiaries
Segment Financial Information
(Amounts in thousands)
(Unaudited)
| Three Months Ended | Fiscal Year Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Revenue: | ||||||||||||
| Retail Operations | $ | 562,508 | $ | 587,313 | $ | 2,417,941 | $ | 2,294,362 | ||||
| Product Manufacturing | 30,381 | 57,330 | 154,753 | 222,289 | ||||||||
| Elimination of intersegment revenue | (29,767 | ) | (50,048 | ) | (141,686 | ) | (121,945 | ) | ||||
| Revenue | $ | 563,122 | $ | 594,595 | $ | 2,431,008 | $ | 2,394,706 | ||||
| Income from operations: | ||||||||||||
| Retail Operations | $ | 28,659 | $ | 33,973 | $ | 122,863 | $ | 192,487 | ||||
| Product Manufacturing | (2,077 | ) | 5,585 | 431 | 23,420 | |||||||
| Intersegment adjustments | 217 | (5,242 | ) | 4,932 | (15,105 | ) | ||||||
| Income from operations | $ | 26,799 | $ | 34,316 | $ | 128,226 | $ | 200,802 |
MarineMax, Inc. and Subsidiaries
Supplemental Financial Information
(Amounts in thousands, except share and per share data)
(Unaudited)
| Three Months Ended | Fiscal Year Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Net income attributable to MarineMax, Inc. | $ | 3,999 | $ | 15,141 | $ | 38,066 | $ | 109,282 | ||||
| Transaction and other costs (1) | 724 | 84 | 5,074 | 6,311 | ||||||||
| Intangible amortization (2) | 1,428 | 2,032 | 6,020 | 7,555 | ||||||||
| Change in fair value of contingent consideration (3) | (5,422 | ) | (1,069 | ) | (3,030 | ) | 2,372 | |||||
| Weather expenses (recoveries) | 4,708 | (290 | ) | 4,850 | (933 | ) | ||||||
| Gain on acquisition of equity investment (4) | — | — | — | (5,129 | ) | |||||||
| Restructuring expense (5) | 1,445 | — | 2,556 | — | ||||||||
| Tax adjustments for items noted above (6) | (1,346 | ) | (134 | ) | (4,440 | ) | (2,615 | ) | ||||
| Adjusted net income attributable to MarineMax, Inc. | $ | 5,536 | $ | 15,764 | $ | 49,096 | $ | 116,843 | ||||
| Diluted net income per common share | $ | 0.17 | $ | 0.67 | $ | 1.65 | $ | 4.87 | ||||
| Transaction and other costs (1) | 0.03 | — | 0.22 | 0.28 | ||||||||
| Intangible amortization (2) | 0.06 | 0.09 | 0.26 | 0.34 | ||||||||
| Change in fair value of contingent consideration (3) | (0.22 | ) | (0.05 | ) | (0.13 | ) | 0.11 | |||||
| Weather expenses (recoveries) | 0.20 | (0.01 | ) | 0.21 | (0.04 | ) | ||||||
| Gain on acquisition of equity investment (4) | — | — | — | (0.23 | ) | |||||||
| Restructuring expense (5) | 0.06 | — | 0.11 | — | ||||||||
| Tax adjustments for items noted above (6) | (0.06 | ) | (0.01 | ) | (0.19 | ) | (0.12 | ) | ||||
| Adjusted diluted net income per common share | $ | 0.24 | $ | 0.69 | $ | 2.13 | $ | 5.21 |
(1) Transaction and other costs relate to acquisition transaction, integration, and other costs in the period.
(2) Represents amortization expense for acquisition-related intangible assets.
(3) Represents (gains) expenses to record contingent consideration liabilities at fair value.
(4) Represents gain on a previously held equity investment upon acquisition of the entire business.
(5) Represents expenses incurred as a result of restructuring and store closings.
(6) Adjustments for taxes for items are calculated based on the effective tax rate for each respective period presented.
| Three Months Ended | Fiscal Year Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | |||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Net income attributable to MarineMax, Inc. | $ | 3,999 | $ | 15,141 | $ | 38,066 | $ | 109,282 | ||||
| Interest expense (excluding floor plan) | 7,345 | 7,807 | 30,131 | 28,477 | ||||||||
| Income tax provision | 4,141 | 3,272 | 15,593 | 37,957 | ||||||||
| Depreciation and amortization | 11,399 | 10,799 | 44,487 | 41,032 | ||||||||
| Stock-based compensation expense | 6,479 | 5,954 | 23,961 | 21,657 | ||||||||
| Transaction and other costs | 724 | 84 | 5,074 | 6,311 | ||||||||
| Gain on acquisition of equity investment | — | — | — | (5,129 | ) | |||||||
| Change in fair value of contingent consideration | (5,422 | ) | (1,069 | ) | (3,030 | ) | 2,372 | |||||
| Restructuring expense | 1,445 | — | 2,556 | — | ||||||||
| Weather expenses (recoveries) | 4,708 | (290 | ) | 4,850 | (933 | ) | ||||||
| Foreign currency | (1,277 | ) | 875 | (1,512 | ) | (1,575 | ) | |||||
| Adjusted EBITDA | $ | 33,541 | $ | 42,573 | $ | 160,176 | $ | 239,451 |
Non-GAAP Financial Measures
This press release, along with the above Supplemental Financial Information table, contains “Adjusted net income”, “Adjusted diluted EPS”, “Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization” (“Adjusted EBITDA”) and “Adjusted SG&A”, which are non-GAAP financial measures as defined under applicable securities legislation. In determining these measures, the Company excludes certain items which are otherwise included in determining the comparable GAAP financial measures. The Company believes these non-GAAP financial measures are key performance indicators that improve the period-to-period comparability of the Company’s results and provide investors with more insight into, and an additional tool to understand and assess, the performance of the Company's ongoing core business operations. Investors and other readers are encouraged to review the related GAAP financial measures and the above reconciliation and should consider these non-GAAP financial measures as a supplement to, and not as a substitute for or as a superior measure to, measures of financial performance prepared in accordance with GAAP.
In addition, we have not reconciled our fiscal year 2025 Adjusted earnings and Adjusted EBITDA guidance to net income (the corresponding GAAP measure for each), which is not accessible on a forward-looking basis due to the high variability and difficulty in making accurate forecasts and projections, particularly with respect to acquisition contingent consideration, acquisition costs, and other costs. Acquisition contingent consideration and transaction costs, which are likely to be significant to the calculation of net income, are affected by the integration and post-acquisition performance of our acquirees, which is difficult to predict and subject to change. Accordingly, reconciliations of forward-looking Adjusted earnings and Adjusted EBITDA are not available without unreasonable effort.