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): April 27, 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 April 27, 2023, MarineMax, Inc. issued a press release announcing its results of operations for its second fiscal quarter ended March 31, 2023. 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 April 27, 2023, reporting the financial results for its second fiscal quarter ended March 31, 2023.
Exhibit Index
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release of MarineMax, Inc. dated April 27, 2023, reporting the financial results for its second fiscal quarter ended March 31, 2023. |
| 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: | April 27, 2023 | By: | /s/ Michael H. McLamb |
| Name: Michael H. McLamb<br>Title: Executive Vice President, Chief Financial Officer and Secretary |
EX-99
Exhibit 99.1
MarineMax Reports Fiscal 2023 Second Quarter Results
Revenues from strategic acquisitions partially offset a decrease in boat sales that reflect a return to seasonality amid uncertain economic environment
Clearwater, Florida, April 27, 2023 — MarineMax, Inc. (NYSE: HZO), the world’s largest recreational boat, yacht and superyacht services company, today announced results for its fiscal second quarter ended March 31, 2023.
Fiscal 2023 Second Quarter Highlights
• Revenue of $570.3 million
• Record second-quarter gross margin of 35.2%
• Net income of $30.0 million, or diluted EPS of $1.35; Adjusted diluted EPS of $1.23
• Adjusted EBITDA of $57.4 million
• Company updates fiscal 2023 outlook
• Earnings call at 10:00 a.m. ET today
CEO & President Commentary
“After the exceptionally strong results we saw throughout fiscal 2022, our second quarter fiscal 2023 revenue reflected the boat industry’s return to more seasonal sales trends, coupled with the ongoing macroeconomic uncertainty, which grew more impactful as the quarter progressed,” stated Brett McGill, MarineMax’s Chief Executive Officer and President. “Against that backdrop our team executed well, delivering a solid top line and record second quarter gross margin. Our performance was highlighted by growth across most of our higher-margin businesses and the contribution of our strategic acquisitions, including IGY Marinas, which continues to exceed our expectations.
“During the past several years, MarineMax has structurally enhanced its margin profile through a focused combination of acquisitions and organic initiatives that have expanded our footprint across high-growth areas of the marine industry, including marinas, finance and insurance, and superyacht services,” Mr. McGill continued. “While the unprecedented inventory shortages and lower interest rate environment of fiscal 2022 create a very difficult comparison for us this year, our results in historical context demonstrate clearly that our growth strategy is paying off, despite the macroeconomic volatility. Compared with the first six months of fiscal 2019, our revenue through the same period in fiscal 2023 has almost doubled to $1.1 billion, gross margin has climbed more than 1000 basis points to 36% and diluted EPS has increased more than fivefold to $2.23. The initiatives we have taken have enabled us to build scale in new and exciting areas of the market that, over time, have the ability to dramatically increase both our recurring revenue and our earnings power, reducing our exposure to normal seasonal trends.
“Although we are revising our fiscal 2023 guidance to reflect our year-to-date performance and appropriately address the economic uncertainty, we remain extremely confident in the underlying fundamentals of our business and our ability to outperform the market over the long-term,” Mr. McGill concluded. “We continue to balance prudent expense management with investments to generate sustained profitable growth. As we head into the traditionally strong summer selling season, our historically high backlog and strong customer demand reflect worldwide enthusiasm for boating as well as the demand for the high-quality products and services we are delivering to this global market.”
Fiscal 2023 Second Quarter Results
Revenue in the fiscal 2023 second quarter was down 7% to $570.3 million from record March quarter revenue of $610.1 million in the comparable period last year. This result was primarily attributable to decreases in new and used boat revenue, resulting in 13% lower same-store sales compared with same-store sales increases of 7% in the second quarter of fiscal 2022 and 45% in the second quarter of fiscal 2021. The decrease in same-store sales was partly offset by contributions from IGY Marinas and boat manufacturing revenue, sources that are not included in the same-store sales comparison.
Gross profit totaled $200.9 million in the second quarter, down 2% from $205.3 million in the prior-year period, due primarily to the decreases in revenue. Gross profit margin of 35.2% increased 150 basis points from 33.7% in the fiscal 2022 second quarter, primarily driven by the acquisition of IGY Marinas and growth in higher margin businesses.
Selling, general, and administrative expenses totaled $145.5 million, or 25.5% of revenue, in the second quarter compared with $133.5 million, or 21.9% of revenue for the same period last year, primarily reflecting the addition of IGY Marinas.
Interest expense increased to $13.3 million in the second quarter from $0.7 million in the prior-year period, reflecting higher interest rates as well as the increase in long-term debt related to the IGY Marinas acquisition and increased inventory.
Net income in the second quarter was $30.0 million, or $1.35 per diluted share, compared with net income of $53.5 million, or $2.37 per diluted share, in the same period last year.
Adjusted net income in the second quarter was $27.4 million, or $1.23 per diluted share, compared with $54.1 million, or $2.40 per diluted share, in the prior-year period. Adjusted EBITDA1 for the quarter ended March 31, 2023 was $57.4 million, compared with $80.3 million for the same period last year.
1 This is a non-GAAP measure. See below for an explanation and quantitative reconciliation of each non-GAAP financial measure.
Fiscal 2023 Guidance
Based on results to date, current business conditions, retail trends and other factors, the Company is updating its fiscal year 2023 guidance for Adjusted earnings2 to a range of $4.90 to $5.50 per diluted share and Adjusted EBITDA2 to a range of $220 million to $245 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 its fiscal 2023 second 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). 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 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; 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 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 ability of the Company's initiatives to increase the Company’s recurring revenue and earnings power over time, the underlying fundamentals of the Company’s business, the Company’s long-term market outlook and its fiscal 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 and its manufacturing partners, the performance and integration of the recently-acquired businesses, 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.
MarineMax, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Amounts in thousands, except share and per share data)
(Unaudited)
| Three Months Ended | Six Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| March 31, | March 31, | ||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||
| Revenue | $ | 570,340 | $ | 610,106 | $ | 1,078,267 | $ | 1,082,797 | |
| Cost of sales | 369,431 | 404,791 | 690,461 | 710,283 | |||||
| Gross profit | 200,909 | 205,315 | 387,806 | 372,514 | |||||
| Selling, general, and administrative expenses | 145,504 | 133,532 | 295,901 | 253,529 | |||||
| Income from operations | 55,405 | 71,783 | 91,905 | 118,985 | |||||
| Interest expense | 13,280 | 654 | 22,764 | 1,291 | |||||
| Income before income tax provision | 42,125 | 71,129 | 69,141 | 117,694 | |||||
| Income tax provision | 12,201 | 17,622 | 19,230 | 28,244 | |||||
| Net income | 29,924 | 53,507 | 49,911 | 89,450 | |||||
| Less: Net (loss) income attributable to non-controlling interests | (111 | ) | — | 186 | — | ||||
| Net income attributable to MarineMax, Inc. | $ | 30,035 | $ | 53,507 | $ | 49,725 | $ | 89,450 | |
| Basic net income per common share | $ | 1.37 | $ | 2.45 | $ | 2.28 | $ | 4.09 | |
| Diluted net income per common share | $ | 1.35 | $ | 2.37 | $ | 2.23 | $ | 3.96 | |
| Weighted average number of common shares used in computing net income per common share: | |||||||||
| Basic | 21,853,557 | 21,861,438 | 21,804,326 | 21,880,558 | |||||
| Diluted | 22,314,262 | 22,530,102 | 22,268,183 | 22,597,105 |
MarineMax, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Amounts in thousands)
(Unaudited)
| March 31, | March 31, | |||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| ASSETS | ||||||
| CURRENT ASSETS: | ||||||
| Cash and cash equivalents | $ | 204,339 | $ | 219,400 | ||
| Accounts receivable, net | 116,910 | 62,276 | ||||
| Inventories | 711,296 | 329,731 | ||||
| Prepaid expenses and other current assets | 21,710 | 17,596 | ||||
| Total current assets | 1,054,255 | 629,003 | ||||
| Property and equipment, net | 499,418 | 220,569 | ||||
| Operating lease right-of-use assets, net | 138,525 | 100,818 | ||||
| Goodwill | 558,613 | 234,532 | ||||
| Other intangible assets, net | 42,134 | 11,733 | ||||
| Other long-term assets | 31,783 | 9,069 | ||||
| Total assets | $ | 2,324,728 | $ | 1,205,724 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
| CURRENT LIABILITIES: | ||||||
| Accounts payable | $ | 44,598 | $ | 37,856 | ||
| Contract liabilities (customer deposits) | 113,934 | 164,068 | ||||
| Accrued expenses | 113,803 | 95,750 | ||||
| Short-term borrowings | 498,647 | 58,858 | ||||
| Current maturities on long-term debt | 32,409 | 3,587 | ||||
| Current operating lease liabilities | 9,981 | 9,774 | ||||
| Total current liabilities | 813,372 | 369,893 | ||||
| Long-term debt, net of current maturities | 407,335 | 45,747 | ||||
| Noncurrent operating lease liabilities | 121,813 | 93,885 | ||||
| Deferred tax liabilities, net | 47,638 | 14,646 | ||||
| Other long-term liabilities | 83,310 | 7,293 | ||||
| Total liabilities | 1,473,468 | 531,464 | ||||
| SHAREHOLDERS' EQUITY: | ||||||
| Preferred stock | — | — | ||||
| Common stock | 29 | 29 | ||||
| Additional paid-in capital | 313,848 | 295,589 | ||||
| Accumulated other comprehensive income | 3,013 | 147 | ||||
| Retained earnings | 680,392 | 522,128 | ||||
| Treasury stock | (148,656 | ) | (143,633 | ) | ||
| Total shareholders’ equity attributable to MarineMax, Inc. | 848,626 | 674,260 | ||||
| Non-controlling interests | 2,634 | — | ||||
| Total shareholders’ equity | 851,260 | 674,260 | ||||
| Total liabilities and shareholders’ equity | $ | 2,324,728 | $ | 1,205,724 |
MarineMax, Inc. and Subsidiaries
Segment Financial Information
(Amounts in thousands)
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, | March 31, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Revenue: | ||||||||||||
| Retail Operations | $ | 540,195 | $ | 577,624 | $ | 1,019,881 | $ | 1,032,242 | ||||
| Product Manufacturing | 56,749 | 46,758 | 113,075 | 81,002 | ||||||||
| Elimination of intersegment revenue | (26,604 | ) | (14,276 | ) | (54,689 | ) | (30,447 | ) | ||||
| Revenue | $ | 570,340 | $ | 610,106 | $ | 1,078,267 | $ | 1,082,797 | ||||
| Income from operations: | ||||||||||||
| Retail Operations | $ | 53,737 | $ | 68,346 | $ | 90,465 | $ | 113,469 | ||||
| Product Manufacturing | 6,243 | 4,387 | 12,745 | 7,830 | ||||||||
| Elimination of intersegment income from operations | (4,575 | ) | (950 | ) | (11,305 | ) | (2,314 | ) | ||||
| Income from operations | $ | 55,405 | $ | 71,783 | $ | 91,905 | $ | 118,985 |
MarineMax, Inc. and Subsidiaries
Supplemental Financial Information
(Amounts in thousands, except share and per share data)
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, | March 31, | |||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Net income attributable to MarineMax, Inc. | $ | 30,035 | $ | 53,507 | $ | 49,725 | $ | 89,450 | ||||
| Acquisition costs (1) | 80 | 16 | 6,116 | 517 | ||||||||
| Intangible amortization (2) | 1,890 | 625 | 3,595 | 1,136 | ||||||||
| Change in fair value of contingent consideration (3) | 1,183 | 125 | 2,230 | 235 | ||||||||
| Hurricane expenses (recoveries) | (1,685 | ) | — | (191 | ) | — | ||||||
| Gain on acquisition of equity investment (4) | (5,129 | ) | — | (5,129 | ) | — | ||||||
| Tax adjustments for items noted above (5) | 1,062 | (190 | ) | (1,841 | ) | (453 | ) | |||||
| Adjusted net income attributable to MarineMax, Inc. | $ | 27,436 | $ | 54,083 | $ | 54,505 | $ | 90,885 | ||||
| Diluted net income per common share | $ | 1.35 | $ | 2.37 | $ | 2.23 | $ | 3.96 | ||||
| Acquisition costs (1) | — | — | 0.27 | 0.02 | ||||||||
| Intangible amortization (2) | 0.08 | 0.03 | 0.16 | 0.05 | ||||||||
| Change in fair value of contingent consideration (3) | 0.05 | 0.01 | 0.10 | 0.01 | ||||||||
| Hurricane expenses (recoveries) | (0.08 | ) | — | (0.01 | ) | — | ||||||
| Gain on acquisition of equity investment (4) | (0.22 | ) | — | (0.22 | ) | — | ||||||
| Tax adjustments for items noted above (5) | 0.05 | (0.01 | ) | (0.08 | ) | (0.02 | ) | |||||
| Adjusted diluted net income per common share | $ | 1.23 | $ | 2.40 | $ | 2.45 | $ | 4.02 |
(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) Represents gain on a previously held equity investment upon acquisition of the entire business.
(5) Adjustments for taxes for items are calculated based on the effective tax rate for each respective period presented and the jurisdiction of the adjustment.
| Three Months Ended | Six Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, | March 31, | ||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||
| Net income attributable to MarineMax, Inc. | $ | 30,035 | $ | 53,507 | $ | 49,725 | $ | 89,450 | |||
| Interest expense (excluding floor plan) | 6,819 | 308 | 13,184 | 623 | |||||||
| Income tax provision | 12,201 | 17,622 | 19,230 | 28,244 | |||||||
| Depreciation and amortization | 8,853 | 4,807 | 17,972 | 9,304 | |||||||
| Stock-based compensation expense | 5,368 | 3,912 | 10,213 | 7,175 | |||||||
| Acquisition costs | 80 | 16 | 6,116 | 517 | |||||||
| Gain on acquisition of equity investment | (5,129 | ) | — | (5,129 | ) | — | |||||
| Change in fair value of contingent consideration | 1,183 | 125 | 2,230 | 235 | |||||||
| Hurricane expenses (recoveries) | (1,685 | ) | — | (191 | ) | — | |||||
| Foreign currency | (371 | ) | (30 | ) | (2,801 | ) | 42 | ||||
| Adjusted EBITDA | $ | 57,354 | $ | 80,267 | $ | 110,549 | $ | 135,590 |
Non-GAAP Financial Measures
This press release, along with the above Supplemental Financial Information table, contains “Adjusted net income”, “Adjusted diluted EPS” 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 guidance for 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.
| Contacts | ||
|---|---|---|
| Investors: | ||
| Mike McLamb | Scott Solomon or Laura Resag | |
| Chief Financial Officer | Sharon Merrill Associates, Inc. | |
| MarineMax, Inc. | investors@marinemax.com. | |
| 727-531-1700 | ||
| Media: | ||
| Katherine Cooper | ||
| Director of Communications | ||
| MarineMax, Inc. | ||
| press@marinemax.com |