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): July 25, 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.) |
| 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 July 25, 2024, MarineMax, Inc. issued a press release announcing its results of operations for its third fiscal quarter ended June 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 July 25, 2024, reporting the financial results for its third fiscal quarter ended June 30, 2024.
Exhibit Index
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release of MarineMax, Inc. dated July 25, 2024, reporting the financial results for its third fiscal quarter ended June 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: | July 25, 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 Third Quarter Results
~ Posts June Quarter Revenue of $757.7 Million, Up 5% Year-over-Year ~
~ Gross Margin of 32.0% Highlights Successful Strategy of Expansion into Higher Margin Businesses ~
~ Reports Comparable Same-Store Sales Growth of 4% ~
~ Reaffirms Fiscal 2024 Financial Guidance ~
~ Hosts Earnings Conference Call at 10:00 a.m. ET Today ~
CLEARWATER, Florida, July 25, 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 third quarter ended June 30, 2024.
Fiscal 2024 Third Quarter Summary
- June quarter revenue of $757.7 million
- Same-store sales increase of 4%
- Gross profit margin of 32.0%
- Net income of $31.6 million, or diluted EPS of $1.37; Adjusted diluted EPS1 of $1.51
- Adjusted EBITDA1 of $70.4 million
CEO & President Commentary
“Despite persistent retail headwinds in the third quarter, our team executed well, delivering 5% top-line growth,” stated Chief Executive Officer and President Brett McGill. “Our solid third-quarter performance in this challenging operating environment underscores the importance of our value-creation strategy, which focuses on expanding our high-margin, less cyclical revenue streams. This strategic expansion, encompassing marinas, superyacht services, and other offerings, has strengthened our gross margin profile—now consistently exceeding 30%—and enhanced our cash flow generation and balance sheet resilience. These improvements come at a crucial time, as macroeconomic softness weighs on retail boat margins industry-wide. By strategically realigning our business, we’ve better positioned ourselves to weather market fluctuations and capitalize on emerging opportunities across our diverse portfolio.
“The recent formation of our new SuperYacht Division (SYD) exemplifies our strategy to generate increasing operating and commercial synergies across our portfolio,” McGill said. “The SYD integrates the operations of Fraser Yachts, Northrop & Johnson, Fairport Yacht Management, SuperYacht Management and Atalanta Golden Yachts (AGY), streamlining the back-office functions of these businesses into a unified entity. Our expansion into superyacht services began many years ago as our existing Azimut, Galeon, and Ocean Alexander customers, and others from our retail dealership operations, migrated to increasingly larger yachts. The complexity of these vessels demanded specialized services, which our SYD companies are exceptionally well-positioned to provide.
“As part of our long-term operational improvement plan, we initiated strategic cost-cutting actions to better align our expense structure with the current operating environment and improve operating
1 This is a non-GAAP measure. See below for an explanation and quantitative reconciliation of each non-GAAP financial measure.
leverage,” McGill said. “During the fourth quarter and into fiscal 2025, we expect to see increasing cost savings from these initiatives, which will further improve our cash flows.”
Fiscal 2024 Third Quarter Results
Revenue in the fiscal 2024 third quarter increased 5% to $757.7 million from $721.8 million in the comparable period last year. The top-line growth was primarily driven by an increase in boat sales. On a comparable same-store basis, revenue increased 4%, reflecting higher new and used boat revenue as well as other areas of the Company’s Retail Operations segment, which includes marina, parts, finance and insurance, Super Yachts Group and Charter.
Gross profit decreased 1.0% to $242.1 million from $243.8 million in the prior-year period. Gross profit margin of 32.0% decreased 180 basis points from 33.8% in the comparable period last year, reflecting a higher level of promotional activity to drive boat sales in the face of challenging retail operating conditions.
Selling, general, and administrative (SG&A) expenses totaled $181.1 million, or 23.9% of revenue, in the third quarter, compared with $169.2 million, or 23.4% of revenue, for the comparable period last year. Excluding transaction and other costs, intangible amortization, changes in contingent consideration, weather events, and restructuring expense in the 2024 and 2023 period, Adjusted SG&A2 increased $10.3 million, or 6.2%, from the same period in fiscal 2023. This increase partly reflected restructuring expenses and new locations such as AGY, C&C Boat Works and Williams Jet Tenders, which were added since the beginning of the fiscal 2023 third quarter.
Interest expense was $18.2 million, or 2.4% of revenue in the third quarter, compared with $14.8 million, or 2.1% of revenue in the prior-year period, reflecting higher interest rates and increased inventory compared with the third quarter of fiscal 2023.
Net income in the third quarter was $31.6 million, or $1.37 per diluted share, compared with net income of $44.4 million, or $1.98 per diluted share, in the same period last year. Adjusted net income1 in the third quarter was $34.8 million, or $1.51 per diluted share, compared with $46.5 million, or $2.07 per diluted share, in the prior-year period. Adjusted EBITDA1 for the quarter ended June 30, 2024, was $70.4 million, compared with $83.5 million for the comparable period last year.
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 2024 Guidance
Based on results to date, current business conditions, retail trends and other factors, the Company reaffirms its fiscal year 2024 Adjusted net income1,3, guidance range of $2.20 to $3.20 per diluted share. The Company also reaffirms its fiscal year 2024 Adjusted EBITDA1,3 guidance range of $155 million to $190 million. These expectations do not consider or give effect for, among other things, material acquisitions that may be completed by the Company during fiscal 2024 or other unforeseen events, including changes in global economic conditions.
Conference Call Information
MarineMax will discuss its fiscal 2024 third quarter 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 844-825-9789 (U.S. and Canada) or 412-317-5180 (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 125 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 Company’s value-creation strategy, the Company’s positioning with respect to market fluctuations and emerging opportunities, the expected annualized cost savings of the Company’s cost-cutting initiatives, anticipated operating efficiency resulting from the formation of the SuperYacht Division, and the Company’s fiscal 2024 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 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.
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 | Nine Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | |||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||
| Revenue | $ | 757,720 | $ | 721,844 | $ | 1,867,886 | $ | 1,800,111 | ||
| Cost of sales | 515,621 | 478,036 | 1,259,885 | 1,168,497 | ||||||
| Gross profit | 242,099 | 243,808 | 608,001 | 631,614 | ||||||
| Selling, general, and administrative expenses | 181,072 | 169,227 | 506,574 | 465,128 | ||||||
| Income from operations | 61,027 | 74,581 | 101,427 | 166,486 | ||||||
| Interest expense | 18,229 | 14,798 | 55,968 | 37,562 | ||||||
| Income before income tax provision | 42,798 | 59,783 | 45,459 | 128,924 | ||||||
| Income tax provision | 11,085 | 15,455 | 11,452 | 34,685 | ||||||
| Net income | 31,713 | 44,328 | 34,007 | 94,239 | ||||||
| Less: Net income (loss) attributable to non-controlling interests | 163 | (88 | ) | (60 | ) | 98 | ||||
| Net income attributable to MarineMax, Inc. | $ | 31,550 | $ | 44,416 | $ | 34,067 | $ | 94,141 | ||
| Basic net income per common share | $ | 1.42 | $ | 2.03 | $ | 1.53 | $ | 4.31 | ||
| Diluted net income per common share | $ | 1.37 | $ | 1.98 | $ | 1.48 | $ | 4.22 | ||
| Weighted average number of common shares used in computing net income per common share: | ||||||||||
| Basic | 22,268,758 | 21,885,400 | 22,254,619 | 21,831,350 | ||||||
| Diluted | 23,049,097 | 22,427,443 | 22,952,234 | 22,321,269 |
MarineMax, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Amounts in thousands)
(Unaudited)
| June 30, | June 30, | |||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| ASSETS | ||||||
| CURRENT ASSETS: | ||||||
| Cash and cash equivalents | $ | 242,424 | $ | 226,134 | ||
| Accounts receivable, net | 105,258 | 95,018 | ||||
| Inventories | 880,419 | 739,114 | ||||
| Prepaid expenses and other current assets | 33,101 | 24,881 | ||||
| Total current assets | 1,261,202 | 1,085,147 | ||||
| Property and equipment, net | 533,943 | 521,637 | ||||
| Operating lease right-of-use assets, net | 138,600 | 135,452 | ||||
| Goodwill | 589,949 | 562,277 | ||||
| Other intangible assets, net | 38,380 | 40,968 | ||||
| Other long-term assets | 31,591 | 34,814 | ||||
| Total assets | $ | 2,593,665 | $ | 2,380,295 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
| CURRENT LIABILITIES: | ||||||
| Accounts payable | $ | 45,578 | $ | 47,202 | ||
| Contract liabilities (customer deposits) | 66,791 | 97,785 | ||||
| Accrued expenses | 196,987 | 118,576 | ||||
| Short-term borrowings | 701,185 | 514,023 | ||||
| Current maturities on long-term debt | 33,766 | 32,409 | ||||
| Current operating lease liabilities | 10,135 | 9,967 | ||||
| Total current liabilities | 1,054,442 | 819,962 | ||||
| Long-term debt, net of current maturities | 364,138 | 399,229 | ||||
| Noncurrent operating lease liabilities | 125,343 | 119,759 | ||||
| Deferred tax liabilities, net | 59,210 | 54,449 | ||||
| Other long-term liabilities | 13,598 | 84,539 | ||||
| Total liabilities | 1,616,731 | 1,477,938 | ||||
| SHAREHOLDERS' EQUITY: | ||||||
| Preferred stock | — | — | ||||
| Common stock | 30 | 29 | ||||
| Additional paid-in capital | 342,218 | 320,383 | ||||
| Accumulated other comprehensive income | 2,084 | 3,245 | ||||
| Retained earnings | 774,016 | 724,808 | ||||
| Treasury stock | (150,797 | ) | (148,656 | ) | ||
| Total shareholders’ equity attributable to MarineMax, Inc. | 967,551 | 899,809 | ||||
| Non-controlling interests | 9,383 | 2,548 | ||||
| Total shareholders’ equity | 976,934 | 902,357 | ||||
| Total liabilities and shareholders’ equity | $ | 2,593,665 | $ | 2,380,295 |
MarineMax, Inc. and Subsidiaries
Segment Financial Information
(Amounts in thousands)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | |||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Revenue: | ||||||||||||
| Retail Operations | $ | 752,171 | $ | 709,307 | $ | 1,855,433 | $ | 1,770,565 | ||||
| Product Manufacturing | 38,062 | 51,884 | 124,372 | 164,959 | ||||||||
| Elimination of intersegment revenue | (32,513 | ) | (39,347 | ) | (111,919 | ) | (135,413 | ) | ||||
| Revenue | $ | 757,720 | $ | 721,844 | $ | 1,867,886 | $ | 1,800,111 | ||||
| Income from operations: | ||||||||||||
| Retail Operations | $ | 58,733 | $ | 68,050 | $ | 94,204 | $ | 158,514 | ||||
| Product Manufacturing | (548 | ) | 5,089 | 2,508 | 17,834 | |||||||
| Intersegment adjustments | 2,842 | 1,442 | 4,715 | (9,862 | ) | |||||||
| Income from operations | $ | 61,027 | $ | 74,581 | $ | 101,427 | $ | 166,486 |
MarineMax, Inc. and Subsidiaries
Supplemental Financial Information
(Amounts in thousands, except share and per share data)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | |||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Net income attributable to MarineMax, Inc. | $ | 31,550 | $ | 44,416 | $ | 34,067 | $ | 94,141 | ||||
| Transaction and other costs (1) | 1,127 | 111 | 4,352 | 6,227 | ||||||||
| Intangible amortization (2) | 1,428 | 1,925 | 4,592 | 5,524 | ||||||||
| Change in fair value of contingent consideration (3) | 1,225 | 1,211 | 2,392 | 3,441 | ||||||||
| Weather (recoveries) expenses | (556 | ) | (452 | ) | 142 | (644 | ) | |||||
| Gain on acquisition of equity investment (4) | — | — | — | (5,129 | ) | |||||||
| Restructuring expense (5) | 1,110 | — | 1,110 | — | ||||||||
| Tax adjustments for items noted above (6) | (1,123 | ) | (724 | ) | (3,172 | ) | (2,534 | ) | ||||
| Adjusted net income attributable to MarineMax, Inc. | $ | 34,761 | $ | 46,487 | $ | 43,483 | $ | 101,026 | ||||
| Diluted net income per common share | $ | 1.37 | $ | 1.98 | $ | 1.48 | $ | 4.22 | ||||
| Transaction and other costs (1) | 0.05 | — | 0.19 | 0.28 | ||||||||
| Intangible amortization (2) | 0.06 | 0.09 | 0.20 | 0.25 | ||||||||
| Change in fair value of contingent consideration (3) | 0.05 | 0.05 | 0.10 | 0.15 | ||||||||
| Weather (recoveries) expenses | (0.02 | ) | (0.02 | ) | 0.01 | (0.03 | ) | |||||
| Gain on acquisition of equity investment (4) | — | — | — | (0.23 | ) | |||||||
| Restructuring expense (5) | 0.05 | — | 0.05 | — | ||||||||
| Tax adjustments for items noted above (6) | (0.05 | ) | (0.03 | ) | (0.14 | ) | (0.11 | ) | ||||
| Adjusted diluted net income per common share | $ | 1.51 | $ | 2.07 | $ | 1.89 | $ | 4.53 |
(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 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 | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | |||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Net income attributable to MarineMax, Inc. | $ | 31,550 | $ | 44,416 | $ | 34,067 | $ | 94,141 | ||||
| Interest expense (excluding floor plan) | 7,508 | 7,485 | 22,786 | 20,669 | ||||||||
| Income tax provision | 11,085 | 15,455 | 11,452 | 34,685 | ||||||||
| Depreciation and amortization | 11,192 | 9,419 | 33,087 | 27,391 | ||||||||
| Stock-based compensation expense | 6,080 | 5,490 | 17,483 | 15,703 | ||||||||
| Transaction and other costs | 1,127 | 111 | 4,352 | 6,227 | ||||||||
| Gain on acquisition of equity investment | — | — | — | (5,129 | ) | |||||||
| Change in fair value of contingent consideration | 1,225 | 1,211 | 2,392 | 3,441 | ||||||||
| Restructuring expense | 1,110 | — | 1,110 | — | ||||||||
| Weather (recoveries) expenses | (556 | ) | (452 | ) | 142 | (644 | ) | |||||
| Foreign currency | 73 | 352 | (235 | ) | (2,451 | ) | ||||||
| Adjusted EBITDA | $ | 70,394 | $ | 83,487 | $ | 126,636 | $ | 194,033 |
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 2024 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.