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 23, 2025 |
|---|
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 January 23, 2025, MarineMax, Inc. issued a press release announcing its results of operations for its first fiscal quarter ended December 31, 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 January 23, 2025, reporting the financial results for its first fiscal quarter ended December 31, 2024.
Exhibit Index
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release of MarineMax, Inc. dated January 23, 2025, reporting the financial results for its first fiscal quarter ended December 31, 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: | January 23, 2025 | 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 2025 First Quarter Results
~ December Quarter Revenue of $468.5 Million, Reflecting Challenged Retail Market Environment and Hurricane Impacts ~
~ December Quarter Net Income of $18.1 Million and Adjusted Net Income of $4.1 Million ~
~ Gross Margin of 36.2%, Up 290 Basis Points YoY, Offsetting Revenue Decline and Resulting in Nearly Flat Adjusted EBITDA ~
~ Same-Store Sales Decrease of 11% YoY ~
~ Company Reaffirms FY 2025 Guidance ~
~ Earnings Conference Call at 10:00 a.m. ET Today ~
OLDSMAR, Florida, January 23, 2025 — 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 2025 first quarter ended December 31, 2024.
Fiscal 2025 First Quarter Summary
- December quarter revenue of $468.5 million
- Same-store sales decrease of 11%
- Gross profit margin of 36.2%
- Net income of $18.1 million, or diluted EPS of $0.77, reflecting, among other items, a meaningful adjustment related to contingent consideration; Adjusted diluted EPS1 of $0.17
- Adjusted EBITDA1 of $26.1 million
CEO & President Commentary
“Our December quarter revenue and same-store sales performance reflected a combination of the soft retail environment that affected the recreational boating industry throughout 2024, and the significant disruptions caused by Hurricanes Helene and Milton,” said Brett McGill, Chief Executive Officer and President of MarineMax. “With continued uncertainty in the economy, demand remained muted for much of the quarter, resulting in lower revenue and higher inventory at quarter-end compared with our expectations.
“Despite the macroeconomic headwinds, our consolidated gross profit margin strengthened, improving 290 basis points to 36.2% from 33.3% in the first quarter of fiscal 2024,” McGill said. “The increase was attributable to the promotional environment and the mix of sales year-over year, along with meaningful contribution from our higher-margin lines of business including, our marinas, Superyacht Services, and finance and insurance operations. The expansion of our higher-margin revenue streams through strategic acquisitions and organic growth has significantly improved our margin profile over the past several years. This diversification also has enhanced our resilience to the challenges faced by the industry during periods of uncertainty, as demonstrated by our relatively stable Adjusted EBITDA despite the revenue decline.
“Consistent with our strategy, we continued our expense-reduction initiatives in the first quarter, including the divestiture or closure of three locations,” McGill said. “Maintaining a focus on cost efficiency, while
1 This is a non-GAAP measure. See below for an explanation and quantitative reconciliation of each non-GAAP financial measure.
also keeping a strong balance sheet, will be central to our plans in fiscal 2025 as we work to enhance profitability and further strengthen our operational foundation.”
Fiscal 2025 First Quarter Results
Revenue in the fiscal 2025 first quarter decreased 11.2% to $468.5 million from $527.3 million in the comparable period of fiscal 2024, primarily attributable to lower boat sales and disruption caused by Hurricanes Helene and Milton. As a result, revenue on a comparable-store basis decreased 11% from the prior-year period, versus an increase of 4% in the first quarter of fiscal 2024 from the same period of fiscal 2023.
Gross profit decreased 3.3% to $169.7 million in the first quarter of fiscal 2025 from $175.5 million in the prior-year period. Despite lower consolidated revenue in the first quarter of fiscal 2025, gross profit margin increased 290 basis points from the prior year to 36.2%, driven by the current promotional environment and mix of sales year-over-year and increased contribution from the Company's higher-margin businesses.
Selling, general, and administrative (SG&A) expenses totaled $130.7 million, or 27.9% of revenue, in the first quarter of fiscal 2025, compared with $156.5 million, or 29.7% of revenue, for the comparable period of fiscal 2024. Excluding the change in fair value of contingent consideration, hurricane and tornado expenses, intangible amortization, restructuring expense, and transaction and other costs, Adjusted SG&A2 in the first quarter of fiscal 2025 decreased by $2.3 million, or 1.5%, to $149.4 million from $151.7 million for the same period in fiscal 2024.
Interest expense was $18.7 million, or 4.0% of revenue in the first quarter, compared with $18.4 million, or 3.5% of revenue in the prior-year period. The increase reflected higher inventory compared with the first quarter of fiscal 2024, partly offset by lower floor plan financing costs.
Net income in the fiscal 2025 first quarter was $18.1 million, or $0.77 per diluted share, compared with net income of $0.9 million, or $0.04 per diluted share, in the same period last year. Adjusted net income1 in the first quarter of fiscal 2025 was $4.1 million, or $0.17 per diluted share, compared with $4.4 million, or $0.19 per diluted share, in the prior-year period. Adjusted EBITDA1 was $26.1 million in the first quarter of fiscal 2025, compared with $26.6 million for the prior-year period.
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 expenses and recoveries, and restructuring expense. See below in the Adjusted diluted EPS table for the excluded amounts for both periods.
Reaffirms Fiscal 2025 Guidance
Based on an ongoing assessment of the impact from Hurricanes Helene and Milton, current business conditions, retail trends and other factors, the Company continues to expect 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.
“While economic conditions in the recreational marine industry remain challenging, we anticipate that the pace of activity improves as we move into the spring selling season,” McGill said. “Early activity at this year’s retail boat shows has been encouraging, and we believe that our position within the premium category of the segment will enable us to outperform the industry and more meaningfully grow as conditions improve.”
Conference Call Information
MarineMax will discuss its fiscal 2025 first 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 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 70 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, motor yachts, and Aviara luxury dayboats; 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 our resiliency to our industry’s challenges, our long-term strategy, our plans in fiscal 2025, our ability to enhance profitability and further strengthen our operational foundation, the timing of an assessment of the damage caused by Hurricanes Helene and Milton, and the Company’s fiscal 2025 Adjusted net income 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 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, the Company’s abilities to reduce inventory,
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.
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, 2024 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.
| Contacts | |
|---|---|
| Investors: | Mike McLamb |
| Chief Financial Officer | |
| MarineMax, Inc. | |
| 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 | |||||
|---|---|---|---|---|---|
| December 31, | |||||
| 2024 | 2023 | ||||
| Revenue | $ | 468,461 | $ | 527,274 | |
| Cost of sales | 298,807 | 351,793 | |||
| Gross profit | 169,654 | 175,481 | |||
| Selling, general, and administrative expenses | 130,682 | 156,482 | |||
| Income from operations | 38,972 | 18,999 | |||
| Interest expense | 18,745 | 18,365 | |||
| Income before income tax provision (benefit) | 20,227 | 634 | |||
| Income tax provision (benefit) | 2,103 | (211 | ) | ||
| Net income | 18,124 | 845 | |||
| Less: Net income (loss) attributable to non-controlling interests | 58 | (85 | ) | ||
| Net income attributable to MarineMax, Inc. | $ | 18,066 | $ | 930 | |
| Basic net income per common share | $ | 0.80 | $ | 0.04 | |
| Diluted net income per common share | $ | 0.77 | $ | 0.04 | |
| Weighted average number of common shares used in computing<br> net income per common share: | |||||
| Basic | 22,615,629 | 22,196,141 | |||
| Diluted | 23,385,374 | 22,809,017 |
MarineMax, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Amounts in thousands)
(Unaudited)
| December 31, | December 31, | |||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| ASSETS | ||||||
| CURRENT ASSETS: | ||||||
| Cash and cash equivalents | $ | 145,010 | $ | 210,323 | ||
| Accounts receivable, net | 83,272 | 94,601 | ||||
| Inventories | 1,035,183 | 876,233 | ||||
| Prepaid expenses and other current assets | 34,958 | 24,864 | ||||
| Total current assets | 1,298,423 | 1,206,021 | ||||
| Property and equipment, net | 535,903 | 532,492 | ||||
| Operating lease right-of-use assets, net | 142,741 | 140,785 | ||||
| Goodwill | 587,967 | 575,850 | ||||
| Other intangible assets, net | 38,493 | 38,958 | ||||
| Other long-term assets | 30,818 | 32,401 | ||||
| Total assets | $ | 2,634,345 | $ | 2,526,507 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
| CURRENT LIABILITIES: | ||||||
| Accounts payable | $ | 35,532 | $ | 43,957 | ||
| Contract liabilities (customer deposits) | 52,504 | 74,636 | ||||
| Accrued expenses | 164,145 | 112,417 | ||||
| Short-term borrowings | 795,170 | 664,858 | ||||
| Current maturities on long-term debt | 33,766 | 33,766 | ||||
| Current operating lease liabilities | 10,330 | 10,372 | ||||
| Total current liabilities | 1,091,447 | 940,006 | ||||
| Long-term debt, net of current maturities | 347,294 | 380,972 | ||||
| Noncurrent operating lease liabilities | 130,489 | 125,550 | ||||
| Deferred tax liabilities, net | 54,364 | 57,939 | ||||
| Other long-term liabilities | 7,550 | 87,469 | ||||
| Total liabilities | 1,631,144 | 1,591,936 | ||||
| SHAREHOLDERS' EQUITY: | ||||||
| Preferred stock | — | — | ||||
| Common stock | 30 | 29 | ||||
| Additional paid-in capital | 350,138 | 328,955 | ||||
| Accumulated other comprehensive (loss) income | (1,993 | ) | 3,891 | |||
| Retained earnings | 796,081 | 740,879 | ||||
| Treasury stock | (150,797 | ) | (148,656 | ) | ||
| Total shareholders’ equity attributable to MarineMax, Inc. | 993,459 | 925,098 | ||||
| Non-controlling interests | 9,742 | 9,473 | ||||
| Total shareholders’ equity | 1,003,201 | 934,571 | ||||
| Total liabilities and shareholders’ equity | $ | 2,634,345 | $ | 2,526,507 |
MarineMax, Inc. and Subsidiaries
Segment Financial Information
(Amounts in thousands)
(Unaudited)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, | ||||||
| 2024 | 2023 | |||||
| Revenue: | ||||||
| Retail Operations | $ | 468,349 | $ | 524,085 | ||
| Product Manufacturing | 37,938 | 46,128 | ||||
| Elimination of intersegment revenue | (37,826 | ) | (42,939 | ) | ||
| Revenue | $ | 468,461 | $ | 527,274 | ||
| Income from operations: | ||||||
| Retail Operations | $ | 41,250 | $ | 14,806 | ||
| Product Manufacturing | 223 | 3,970 | ||||
| Intersegment adjustments | (2,501 | ) | 223 | |||
| Income from operations | $ | 38,972 | $ | 18,999 |
MarineMax, Inc. and Subsidiaries
Supplemental Financial Information
(Amounts in thousands, except share and per share data)
(Unaudited)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, | ||||||
| 2024 | 2023 | |||||
| Net income attributable to MarineMax, Inc. | $ | 18,066 | $ | 930 | ||
| Transaction and other costs (1) | 221 | 3,106 | ||||
| Intangible amortization (2) | 1,428 | 1,734 | ||||
| Change in fair value of contingent consideration (3) | (25,817 | ) | 219 | |||
| Weather expenses (recoveries) | 4,968 | (289 | ) | |||
| Restructuring expense (4) | 503 | — | ||||
| Tax adjustments for items noted above (5) | 4,693 | (1,259 | ) | |||
| Adjusted net income attributable to MarineMax, Inc. | $ | 4,062 | $ | 4,441 | ||
| Diluted net income per common share | $ | 0.77 | $ | 0.04 | ||
| Transaction and other costs (1) | 0.01 | 0.13 | ||||
| Intangible amortization (2) | 0.06 | 0.08 | ||||
| Change in fair value of contingent consideration (3) | (1.10 | ) | 0.01 | |||
| Weather expenses (recoveries) | 0.21 | (0.01 | ) | |||
| Restructuring expense (4) | 0.02 | — | ||||
| Tax adjustments for items noted above (5) | 0.20 | (0.06 | ) | |||
| Adjusted diluted net income per common share | $ | 0.17 | $ | 0.19 |
(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 expenses incurred as a result of restructuring and store closings.
(5) Adjustments for taxes for items are calculated based on the effective tax rate for each respective period presented, the jurisdiction of the adjustment and before discrete items.
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, | ||||||
| 2024 | 2023 | |||||
| Net income attributable to MarineMax, Inc. | $ | 18,066 | $ | 930 | ||
| Interest expense (excluding floor plan) | 8,401 | 7,756 | ||||
| Income tax provision (benefit) | 2,103 | (211 | ) | |||
| Depreciation and amortization | 11,597 | 10,932 | ||||
| Stock-based compensation expense | 5,473 | 5,419 | ||||
| Transaction and other costs | 221 | 3,106 | ||||
| Change in fair value of contingent consideration | (25,817 | ) | 219 | |||
| Restructuring expense | 503 | — | ||||
| Weather expenses (recoveries) | 4,968 | (289 | ) | |||
| Foreign currency | 542 | (1,216 | ) | |||
| Adjusted EBITDA | $ | 26,057 | $ | 26,646 |
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 net income 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 net income and Adjusted EBITDA are not available without unreasonable effort.