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): January 26, 2023 |
|---|
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.) |
| 2600 McCormick Drive<br><br>Suite 200 | ||
| Clearwater, Florida | 33759 | |
| (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 January 26, 2023, MarineMax, Inc. issued a press release announcing its results of operations for its first fiscal quarter ended December 31, 2022. 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 January 26, 2023, reporting the financial results for its first fiscal quarter ended December 31, 2022.
Exhibit Index
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release of MarineMax, Inc. dated January 26, 2023, reporting the financial results for its first fiscal quarter ended December 31, 2022. |
| 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: | January 26, 2023 | 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 2023 First Quarter Results
~ Record December Quarter Revenue of $508 Million, Up 7% ~
~ Record December Quarter Gross Margin of 36.8% ~
~ Net Income of $19.7 Million, or $0.89 per Share; Adjusted Net Income of $27.3 Million, or $1.24 per Share ~
~ Adjusted EBITDA of $53.2 Million ~
~ Updates Fiscal Year 2023 Guidance ~
~ Company to Host Q1 2023 Earnings Call at 10:00 a.m. ET Today ~
Clearwater, Florida, January 26, 2023 — MarineMax, Inc. (NYSE: HZO), the world’s largest recreational boat, yacht and superyacht company, today announced results for its first quarter ended December 31, 2022.
Revenue increased 7% to a record $507.9 million for the quarter ended December 31, 2022, from $472.7 million in the comparable period last year. The growth was primarily driven by contributions from strategic acquisitions, including IGY Marinas which closed in October 2022. As a result of the current macroeconomic environment and ongoing supply chain challenges, same-store sales declined a modest 1% for the quarter, compared with an increase of 9% in the first quarter of 2022.
Net income for the quarter ended December 31, 2022 was $19.7 million, or $0.89 per diluted share, compared with net income of $35.9 million, or $1.59 per diluted share, for the same period last year. Adjusted net income1 was $27.3 million, or $1.24 per diluted share for the quarter ended December 31, 2022. Adjusted EBITDA1 for the quarter ended December 31, 2022 was $53.2 million, compared with $55.3 million for the same period last year. Adjusted EBITDA1, excluding the adjustment for currency changes, was $55.6 million for the quarter ended December 31, 2022.
Brett McGill, Chief Executive Officer and President, stated, “Our team executed exceptionally well in the first quarter, despite the sustained supply chain constraints and economic uncertainty. We delivered strong top-line growth, record December quarter gross margin, strong positive cash flows and Adjusted EBITDA, reflecting the strength of our premium brands and the addition of IGY Marinas to our portfolio. In addition to the IGY acquisition, we also expanded with Midcoast Marine Enterprises, while also growing on the technology front, through the formation of a new business, New Wave Innovations. New Wave recently completed the acquisition of Boatzon, the industry’s only 100% online boat and marine digital retail platform.”
Mr. McGill concluded, “Although we are updating our 2023 guidance as a result of current economic uncertainty, we have strong momentum as we move into the remainder of the year. We are backed by one of the strongest balance sheets in the industry, which provides us increased flexibility to remain agile and take advantage of opportunities as they arise. We remain confident that our organic growth opportunities, coupled with attractive strategic acquisitions, position us well for 2023 and beyond. We continue to execute on our strategic growth plan to drive sustainable value for MarineMax stakeholders through a diversified business model built on premium brands, global marinas, world-class services, and innovative technology.”
1 This is a non-GAAP measure. See below for an explanation and quantitative reconciliation of each non-GAAP financial measure.
2023 Guidance
Based on current business conditions, retail trends and other factors, the Company is updating its fiscal year 2023 guidance for Adjusted earnings2 per diluted share to a range of $6.90 to $7.40. In addition, the Company's fiscal year 2023 guidance for Adjusted EBITDA2 is a range of $275 million to $300 million. These expectations do not consider, or give effect for, among other things, material acquisitions that may be completed by the Company during fiscal 2023 or other unforeseen events, including changes in global economic conditions.
Conference Call Information
MarineMax will discuss the fiscal 2023 first quarter results and outlook in 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: http://www.marinemax.com, or by dialing 877-407-0789 (U.S. and Canada) or 201-689-8562 (International) and entering Conference ID 13734894. An archived 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 more than 125 locations worldwide, including 78 dealerships and 57 marinas. 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; Cruiser Yachts, one of the world’s premier manufacturers of premium sport yacht and 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 Statements
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 Company's momentum as it moves into the remainder of fiscal 2023, the Company's positioning for fiscal 2023 and beyond, the Company's execution of its strategic plan, and the Company’s fiscal year 2023 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, the impacts (direct and indirect) of COVID-19 on the Company’s business, the Company’s employees, the Company’s manufacturing partners, and the overall economy, general economic conditions, as well as those within the Company's industry, the level of consumer spending, and numerous other factors identified in the Company’s Form 10-K for the fiscal year ended September 30, 2022 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.
2 See “Non-GAAP Financial Measures” below for a discussion of why reconciliations of forward-looking Adjusted earnings and Adjusted EBITDA are not available without unreasonable effort.
| Contact: | ||
|---|---|---|
| Investors: | ||
| Michael H. McLamb | Scott Solomon or Laura Resag | |
| Chief Financial Officer | Sharon Merrill Associates, Inc. | |
| 727-531-1700 | investors@marinemax.com. | |
| MarineMax, Inc. | ||
| Media: | ||
| Katherine Cooper | ||
| Director of Communications | ||
| MarineMax, Inc. | ||
| press@marinemax.com |
~more~
MarineMax, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Amounts in thousands, except share and per share data)
(Unaudited)
| Three Months Ended | ||||
|---|---|---|---|---|
| December 31, | ||||
| 2022 | 2021 | |||
| Revenue | $ | 507,927 | $ | 472,691 |
| Cost of sales | 321,030 | 305,492 | ||
| Gross profit | 186,897 | 167,199 | ||
| Selling, general, and administrative expenses | 150,397 | 119,997 | ||
| Income from operations | 36,500 | 47,202 | ||
| Interest expense | 9,484 | 637 | ||
| Income before income tax provision | 27,016 | 46,565 | ||
| Income tax provision | 7,029 | 10,622 | ||
| Net income | 19,987 | 35,943 | ||
| Less: Net income attributable to non-controlling interests | 297 | - | ||
| Net income attributable to MarineMax, Inc. | $ | 19,690 | $ | 35,943 |
| Basic net income per common share | $ | 0.91 | $ | 1.64 |
| Diluted net income per common share | $ | 0.89 | $ | 1.59 |
| Weighted average number of common shares used in computing<br> net income per common share: | ||||
| Basic | 21,756,165 | 21,899,264 | ||
| Diluted | 22,223,173 | 22,663,694 |
MarineMax, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Amounts in thousands)
(Unaudited)
| December 31, | December 31, | |||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| ASSETS | ||||||
| CURRENT ASSETS: | ||||||
| Cash and cash equivalents | $ | 177,773 | $ | 216,315 | ||
| Accounts receivable, net | 68,514 | 39,468 | ||||
| Inventories | 605,369 | 325,396 | ||||
| Prepaid expenses and other current assets | 21,715 | 16,736 | ||||
| Total current assets | 873,371 | 597,915 | ||||
| Property and equipment, net | 501,589 | 217,513 | ||||
| Operating lease right-of-use assets, net | 138,592 | 101,835 | ||||
| Goodwill | 527,718 | 234,758 | ||||
| Other intangible assets, net | 38,794 | 12,358 | ||||
| Other long-term assets | 33,220 | 10,757 | ||||
| Total assets | $ | 2,113,284 | $ | 1,175,136 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
| CURRENT LIABILITIES: | ||||||
| Accounts payable | $ | 43,373 | $ | 27,244 | ||
| Contract liabilities (customer deposits) | 119,889 | 144,550 | ||||
| Accrued expenses | 101,799 | 81,437 | ||||
| Short-term borrowings | 341,212 | 113,461 | ||||
| Current maturities on long-term debt | 32,449 | 3,587 | ||||
| Current operating lease liabilities | 10,480 | 9,641 | ||||
| Total current liabilities | 649,202 | 379,920 | ||||
| Long-term debt, net of current maturities | 415,263 | 46,623 | ||||
| Noncurrent operating lease liabilities | 121,045 | 94,913 | ||||
| Deferred tax liabilities, net | 37,807 | 13,161 | ||||
| Other long-term liabilities | 75,041 | 7,167 | ||||
| Total liabilities | 1,298,358 | 541,784 | ||||
| SHAREHOLDERS' EQUITY: | ||||||
| Preferred stock | — | — | ||||
| Common stock | 29 | 29 | ||||
| Additional paid-in capital | 308,480 | 291,814 | ||||
| Accumulated other comprehensive income | 2,010 | 252 | ||||
| Retained earnings | 650,357 | 468,621 | ||||
| Treasury stock | (148,656 | ) | (127,364 | ) | ||
| Total shareholders’ equity attributable to MarineMax, Inc. | 812,220 | 633,352 | ||||
| Non-controlling interests | 2,706 | — | ||||
| Total shareholders’ equity | 814,926 | 633,352 | ||||
| Total liabilities and shareholders’ equity | $ | 2,113,284 | $ | 1,175,136 |
MarineMax, Inc. and Subsidiaries
Segment Financial Information
(Amounts in thousands)
(Unaudited)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, | ||||||
| 2022 | 2021 | |||||
| Revenue: | ||||||
| Retail Operations | $ | 479,686 | $ | 454,618 | ||
| Product Manufacturing | 56,326 | 34,244 | ||||
| Elimination of intersegment revenue | (28,085 | ) | (16,171 | ) | ||
| Revenue | $ | 507,927 | $ | 472,691 | ||
| Income from operations: | ||||||
| Retail Operations | $ | 36,728 | $ | 45,123 | ||
| Product Manufacturing | 6,502 | 3,443 | ||||
| Elimination of intersegment income | (6,730 | ) | (1,364 | ) | ||
| Income from operations | $ | 36,500 | $ | 47,202 |
MarineMax, Inc. and Subsidiaries
Supplemental Financial Information
(Amounts in thousands, except share and per share data)
(Unaudited)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, | ||||||
| 2022 | 2021 | |||||
| Net income attributable to MarineMax, Inc. | $ | 19,690 | $ | 35,943 | ||
| Acquisition costs (1) | 6,036 | 501 | ||||
| Intangible amortization (2) | 1,705 | 511 | ||||
| Change in fair value of contingent consideration (3) | 1,047 | 110 | ||||
| Hurricane expenses | 1,494 | — | ||||
| Tax adjustments for items noted above (4) | (2,704 | ) | (256 | ) | ||
| Adjusted net income attributable to MarineMax, Inc. | $ | 27,268 | $ | 36,809 | ||
| Diluted net income per common share | $ | 0.89 | $ | 1.59 | ||
| Acquisition costs (1) | 0.27 | 0.02 | ||||
| Intangible amortization (2) | 0.08 | 0.02 | ||||
| Change in fair value of contingent consideration (3) | 0.05 | — | ||||
| Hurricane expenses | 0.07 | — | ||||
| Tax adjustments for items noted above (4) | (0.12 | ) | (0.01 | ) | ||
| Adjusted diluted net income per common share | $ | 1.24 | $ | 1.62 | ||
| (1) Acquisition costs relate to acquisition transaction costs in the period. | ||||||
| (2) Represents amortization expense for acquisition-related intangible assets. | ||||||
| (3) Represents expenses to record contingent consideration liabilities at fair value. | ||||||
| (4) Adjustments for taxes for items are calculated based on the effective tax rate for each respective period presented and the jurisdiction of the <br> adjustment. | ||||||
| Three Months Ended | ||||||
| --- | --- | --- | --- | --- | --- | |
| December 31, | ||||||
| 2022 | 2021 | |||||
| Net income attributable to MarineMax, Inc. | $ | 19,690 | $ | 35,943 | ||
| Interest expense (excluding floor plan) | 6,366 | 316 | ||||
| Income tax provision | 7,029 | 10,622 | ||||
| Depreciation and amortization | 9,118 | 4,496 | ||||
| Stock-based compensation expense | 4,845 | 3,263 | ||||
| Acquisition costs | 6,036 | 501 | ||||
| Change in fair value of contingent consideration | 1,047 | 110 | ||||
| Hurricane expenses | 1,494 | — | ||||
| Foreign currency | (2,430 | ) | 72 | |||
| Adjusted EBITDA | $ | 53,195 | $ | 55,323 |
Non-GAAP Financial Measures
This press release, along with the above Supplemental Financial Information table, contains “Adjusted net income” and “Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization” (“Adjusted EBITDA”), 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 2023 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 and acquisition costs. Acquisition contingent consideration and acquisition 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.