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 24, 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 July 24, 2025, MarineMax, Inc. issued a press release announcing its results of operations for its third fiscal quarter ended June 30, 2025. 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 24, 2025, reporting the financial results for its third fiscal quarter ended June 30, 2025.
Exhibit Index
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release of MarineMax, Inc. dated July 24, 2025, reporting the financial results for its third fiscal quarter ended June 30, 2025. |
| 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 24, 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 Third Quarter Results
~ June Quarter Revenue of $657.2 Million ~
~ Gross Margin of 30.4 % Demonstrates Resilience of Higher-Margin Businesses Despite Challenging Market Conditions ~
~ Updates Fiscal 2025 Guidance ~
~ Earnings Conference Call at 10:00 a.m. ET Today ~
OLDSMAR, Florida, July 24, 2025 – MarineMax, Inc. (NYSE: HZO) (“MarineMax” or the “Company”), the world’s largest recreational boat and yacht retailer, marina operator and superyacht services company, today announced results for its fiscal 2025 third quarter ended June 30, 2025.
Fiscal 2025 Third Quarter Summary
- June quarter revenue of $657.2 million
- Same-store sales down 9%
- Gross profit of 30.4%
- Net loss of $52.1 million, or $2.42 per share, includes a non-cash goodwill impairment charge of $69.1 million; Adjusted diluted EPS1 of $0.49
- Adjusted EBITDA1 of $35.5 million
CEO & President Commentary
“A combination of ongoing economic uncertainty, evolving trade policies and geopolitical tensions contributed to weak retail demand across the recreational marine industry in the June quarter,” said Brett McGill, Chief Executive Officer and President of MarineMax. “Business conditions have been challenging throughout the fiscal year, with increasing consumer caution since April, particularly among prospective new boat buyers, many of whom are delaying their purchases until conditions improve.
“Importantly, our continued diversification efforts have helped to offset some of the pressures on new boat margins during the fiscal year,” McGill said. “Our 31.8% gross margin through the first nine months of fiscal 2025 included strong contributions from our higher margin growth areas, including finance and insurance, marinas and superyacht services. Our marina portfolio, anchored by our prestigious IGY Marinas brand, continues to expand its reach. This momentum is reflected in the recent opening of the new state-of-the-art IGY Savannah Harbor Marina and IGY’s selection as the marina operator for the upcoming Wynn Al Marjan Island Marina in the United Arab Emirates. These milestones underscore our team’s commitment to operational excellence, world-class service, and leadership in global marina management.
“Although industry inventory levels remain elevated due to softer sales in the June quarter, we expect improvement ahead, with forecasts indicating a gradual rebalancing beginning in the back half of calendar 2025,” McGill said. “Recent developments such as the new tax legislation, easing geopolitical tensions, and the prospect of trade agreements, may help reduce some of the uncertainty that has
1 This is a non-GAAP measure. See reconciliation table for an explanation and quantitative reconciliation of each non-GAAP financial measure.
weighed on consumer confidence. Encouragingly, interest in the boating lifestyle remains strong as demonstrated by attendance at our events as well as marina demand, and online activity.”
Fiscal 2025 Third Quarter Results
Revenue in the fiscal 2025 third quarter declined 13.3% to $657.2 million from $757.7 million a year earlier, primarily due to lower new boat sales partly offset by stronger used boat sales and growth in many of the Company’s higher margin businesses. Same-store sales were down 9% compared with the prior year.
Gross profit decreased 17.6% to $199.6 million from $242.1 million in the prior-year period. Gross profit margin of 30.4% decreased 160 basis points from 32.0% in the comparable period last year, primarily reflecting lower new boat margins due to the challenged retail environment.
Selling, general, and administrative (SG&A) expenses totaled $172.1 million, or 26.2% of revenue, in the third quarter, compared with $181.1 million, or 23.9% 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 respective periods, Adjusted SG&A2 decreased $6.6 million, or 3.7%, in the third quarter of fiscal 2025 from the same period in fiscal 2024.
Interest expense was $16.9 million, or 2.6% of revenue in the third quarter, compared with $18.2 million, or 2.4% of revenue in the prior-year period, reflecting lower interest rates compared with the third quarter of fiscal 2024.
Net loss in the third quarter of fiscal 2025 was $52.1 million, or $2.42 per share, which includes a non-cash goodwill impairment charge of $69.1 million associated with the Company’s manufacturing segment. The impairment charge was required due to the decline in the Company’s market capitalization in the quarter, combined with a decline in the manufacturing segment’s performance due to the challenging environment. For the comparable period of fiscal 2024, MarineMax reported net income of $31.6 million, or $1.37 per diluted share. Adjusted net income1 in the third quarter of fiscal 2025 was $11.0 million, or $0.49 per adjusted diluted share, compared with $34.8 million, or $1.51 per diluted share, in the prior-year period. Adjusted EBITDA1 for the quarter ended June 30, 2025, was $35.5 million, compared with $70.4 million for the comparable period last year.
2 This is a non-GAAP measure. Adjusted SG&A expenses represent SG&A expenses 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.
Revised Fiscal 2025 Guidance
Based on results to date, current business conditions, retail trends and other factors, the Company is revising its fiscal year 2025 guidance. Adjusted net income1,3 is now expected to be in the range of $0.45 to $0.95 per diluted share, compared with a prior range of $1.40 to $2.40 per diluted share. Adjusted EBITDA1,3 is expected to be in the range of $105 to $120 million, compared with a prior range of $140 million to $170 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 our near-term outlook is cautious due to the ongoing economic uncertainty, we are confident that our overarching strategy will drive operational resilience. Our solid balance sheet positions us well to navigate the current market volatility,” McGill said. “This management team has successfully guided the Company through many challenging economic cycles. As the recovery takes hold, we believe our long-term earnings power will be significantly enhanced by our growing presence in higher-margin businesses and by the resilient consumer demand for the boating lifestyle.”
Conference Call Information
MarineMax will discuss its fiscal 2025 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 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 recreational boat and yacht retailer, marina operator and superyacht services company, 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. These statements, including those related to expected improvement in sales, the gradual rebalancing forecasted to begin in the back half of calendar 2025, the potential reduction in uncertainty that has been weighing on consumer confidence, our revised fiscal 2025 guidance, our cautious near-term outlook, our overarching strategy, the expansion of our higher margin businesses, operational resilience, our positioning to navigate the current market volatility, the strategic
3 See “Non-GAAP Financial Measures” for a discussion of why reconciliations of forward-looking Adjusted net income and Adjusted EBITDA are not available without unreasonable effort.
expansion of our higher-margin businesses, and the resilient consumer demand for the boating lifestyle, 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, 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:
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 | Nine Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | ||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||
| Revenue | $ | 657,159 | $ | 757,720 | $ | 1,757,135 | $ | 1,867,886 | |||
| Cost of sales | 457,538 | 515,621 | 1,198,349 | 1,259,885 | |||||||
| Gross profit | 199,621 | 242,099 | 558,786 | 608,001 | |||||||
| Selling, general, and administrative expenses | 172,106 | 181,072 | 469,558 | 506,574 | |||||||
| Goodwill impairment | 69,055 | — | 69,055 | — | |||||||
| (Loss) income from operations | (41,540 | ) | 61,027 | 20,173 | 101,427 | ||||||
| Interest expense | 16,936 | 18,229 | 53,860 | 55,968 | |||||||
| (Loss) income before income tax (benefit) provision | (58,476 | ) | 42,798 | (33,687 | ) | 45,459 | |||||
| Income tax (benefit) provision | (6,506 | ) | 11,085 | (3,003 | ) | 11,452 | |||||
| Net (loss) income | (51,970 | ) | 31,713 | (30,684 | ) | 34,007 | |||||
| Less: Net income (loss) attributable to non-controlling interests | 176 | 163 | 96 | (60 | ) | ||||||
| Net (loss) income attributable to MarineMax, Inc. | $ | (52,146 | ) | $ | 31,550 | $ | (30,780 | ) | $ | 34,067 | |
| Basic net (loss) income per common share | $ | (2.42 | ) | $ | 1.42 | $ | (1.38 | ) | $ | 1.53 | |
| Diluted net (loss) income per common share | $ | (2.42 | ) | $ | 1.37 | $ | (1.38 | ) | $ | 1.48 | |
| Weighted average number of common shares used in computing net (loss) income per common share: | |||||||||||
| Basic | 21,515,092 | 22,268,758 | 22,249,076 | 22,254,619 | |||||||
| Diluted | 21,515,092 | 23,049,097 | 22,249,076 | 22,952,234 |
MarineMax, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Amounts in thousands)
(Unaudited)
| June 30, | September 30, | June 30, | |||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2024 | |||||||
| ASSETS | |||||||||
| CURRENT ASSETS: | |||||||||
| Cash and cash equivalents | $ | 151,017 | $ | 224,326 | $ | 242,424 | |||
| Accounts receivable, net | 106,849 | 106,409 | 105,258 | ||||||
| Inventories | 906,219 | 906,641 | 880,419 | ||||||
| Prepaid expenses and other current assets | 33,793 | 35,835 | 33,101 | ||||||
| Total current assets | 1,197,878 | 1,273,211 | 1,261,202 | ||||||
| Property and equipment, net | 551,912 | 532,766 | 533,943 | ||||||
| Operating lease right-of-use assets, net | 138,143 | 136,599 | 138,600 | ||||||
| Goodwill | 527,144 | 592,293 | 589,949 | ||||||
| Other intangible assets, net | 36,661 | 37,458 | 38,380 | ||||||
| Other long-term assets | 35,999 | 32,741 | 31,591 | ||||||
| Total assets | $ | 2,487,737 | $ | 2,605,068 | $ | 2,593,665 | |||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||
| CURRENT LIABILITIES: | |||||||||
| Accounts payable | $ | 44,504 | $ | 54,481 | $ | 45,578 | |||
| Contract liabilities (customer deposits) | 48,900 | 64,845 | 66,791 | ||||||
| Accrued expenses | 116,892 | 197,295 | 196,987 | ||||||
| Short-term borrowings | 735,215 | 708,994 | 701,185 | ||||||
| Current maturities on long-term debt | 35,593 | 33,766 | 33,766 | ||||||
| Current operating lease liabilities | 10,045 | 9,762 | 10,135 | ||||||
| Total current liabilities | 991,149 | 1,069,143 | 1,054,442 | ||||||
| Long-term debt, net of current maturities | 365,070 | 355,906 | 364,138 | ||||||
| Noncurrent operating lease liabilities | 127,860 | 124,525 | 125,343 | ||||||
| Deferred tax liabilities, net | 45,539 | 60,317 | 59,210 | ||||||
| Other long-term liabilities | 6,796 | 8,928 | 13,598 | ||||||
| Total liabilities | 1,536,414 | 1,618,819 | 1,616,731 | ||||||
| SHAREHOLDERS' EQUITY: | |||||||||
| Preferred stock | — | — | — | ||||||
| Common stock | 30 | 30 | 30 | ||||||
| Additional paid-in capital | 362,216 | 343,911 | 342,218 | ||||||
| Accumulated other comprehensive income | 9,322 | 4,636 | 2,084 | ||||||
| Retained earnings | 747,239 | 778,015 | 774,016 | ||||||
| Treasury stock | (178,277 | ) | (150,797 | ) | (150,797 | ) | |||
| Total shareholders’ equity attributable to MarineMax, Inc. | 940,530 | 975,795 | 967,551 | ||||||
| Non-controlling interests | 10,793 | 10,454 | 9,383 | ||||||
| Total shareholders’ equity | 951,323 | 986,249 | 976,934 | ||||||
| Total liabilities and shareholders’ equity | $ | 2,487,737 | $ | 2,605,068 | $ | 2,593,665 |
MarineMax, Inc. and Subsidiaries
Segment Financial Information
(Amounts in thousands)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenue: | ||||||||||||
| Retail Operations | $ | 655,750 | $ | 752,171 | $ | 1,750,439 | $ | 1,855,433 | ||||
| Product Manufacturing | 32,150 | 38,062 | 105,591 | 124,372 | ||||||||
| Elimination of intersegment revenue | (30,741 | ) | (32,513 | ) | (98,895 | ) | (111,919 | ) | ||||
| Revenue | $ | 657,159 | $ | 757,720 | $ | 1,757,135 | $ | 1,867,886 | ||||
| (Loss) income from operations: | ||||||||||||
| Retail Operations | $ | 28,079 | $ | 58,733 | $ | 90,271 | $ | 94,204 | ||||
| Product Manufacturing (1) | (72,363 | ) | (548 | ) | (75,570 | ) | 2,508 | |||||
| Intersegment adjustments | 2,744 | 2,842 | 5,472 | 4,715 | ||||||||
| (Loss) income from operations | $ | (41,540 | ) | $ | 61,027 | $ | 20,173 | $ | 101,427 |
(1) Product manufacturing loss from operations for the three and nine months ended June 30, 2025, includes a non-cash goodwill impairment charge of $69.1 million.
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, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net (loss) income attributable to MarineMax, Inc. | $ | (52,146 | ) | $ | 31,550 | $ | (30,780 | ) | $ | 34,067 | ||
| Transaction and other costs (1) | 742 | 1,127 | 1,564 | 4,352 | ||||||||
| Intangible amortization (2) | 1,397 | 1,428 | 4,253 | 4,592 | ||||||||
| Change in fair value of contingent consideration (3) | 60 | 1,225 | (25,652 | ) | 2,392 | |||||||
| Weather (recoveries) expenses | (773 | ) | (556 | ) | 4,748 | 142 | ||||||
| Restructuring expense (4) | 526 | 1,110 | 1,302 | 1,110 | ||||||||
| Goodwill impairment (5) | 69,055 | — | 69,055 | — | ||||||||
| Tax adjustments for items noted above (6) | (7,882 | ) | (1,123 | ) | (4,919 | ) | (3,172 | ) | ||||
| Adjusted net income attributable to MarineMax, Inc. | $ | 10,979 | $ | 34,761 | $ | 19,571 | $ | 43,483 | ||||
| Diluted net (loss) income per common share | $ | (2.42 | ) | $ | 1.37 | $ | (1.38 | ) | $ | 1.48 | ||
| Transaction and other costs (1) | 0.03 | 0.05 | 0.07 | 0.19 | ||||||||
| Intangible amortization (2) | 0.06 | 0.06 | 0.19 | 0.20 | ||||||||
| Change in fair value of contingent consideration (3) | — | 0.05 | (1.15 | ) | 0.10 | |||||||
| Weather (recoveries) expenses | (0.04 | ) | (0.02 | ) | 0.21 | 0.01 | ||||||
| Restructuring expense (4) | 0.02 | 0.05 | 0.06 | 0.05 | ||||||||
| Goodwill impairment (5) | 3.21 | — | 3.10 | — | ||||||||
| Tax adjustments for items noted above (6) | (0.37 | ) | (0.05 | ) | (0.22 | ) | (0.14 | ) | ||||
| Adjustment for dilutive shares (7) | — | — | (0.03 | ) | — | |||||||
| Adjusted diluted net income per common share | $ | 0.49 | $ | 1.51 | $ | 0.85 | $ | 1.89 |
(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) Represents goodwill impairment expense incurred on the manufacturing reporting unit during the three months ended June 30, 2025.
(6) Adjustments for taxes for items are calculated based on the effective tax rate for each respective period presented.
(7) Represents an adjustment for shares that are anti-dilutive for GAAP net income per share but are dilutive for adjusted net income per share.
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net (loss) income attributable to MarineMax, Inc. | $ | (52,146 | ) | $ | 31,550 | $ | (30,780 | ) | $ | 34,067 | ||
| Interest expense (excluding floor plan) | 6,946 | 7,508 | 22,502 | 22,786 | ||||||||
| Income tax (benefit) provision | (6,506 | ) | 11,085 | (3,003 | ) | 11,452 | ||||||
| Depreciation and amortization | 12,537 | 11,192 | 36,385 | 33,087 | ||||||||
| Stock-based compensation expense | 5,643 | 6,080 | 16,438 | 17,483 | ||||||||
| Transaction and other costs | 742 | 1,127 | 1,564 | 4,352 | ||||||||
| Restructuring expense | 526 | 1,225 | 1,302 | 2,392 | ||||||||
| Goodwill impairment | 69,055 | — | 69,055 | — | ||||||||
| Change in fair value of contingent consideration | 60 | 1,110 | (25,652 | ) | 1,110 | |||||||
| Weather (recoveries) expenses | (773 | ) | (556 | ) | 4,748 | 142 | ||||||
| Foreign currency | (540 | ) | 73 | (41 | ) | (235 | ) | |||||
| Adjusted EBITDA | $ | 35,544 | $ | 70,394 | $ | 92,518 | $ | 126,636 |
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.