What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-04-23 compared with 2026-01-29 · 58 added, 48 removed, 134 unchanged (44% of the section changed)

12 unchanged sentences

impacts of steps taken to counteract weak market conditions;

our plans to accelerate our growth through acquisitions and new store openings;

our plans to accelerate our growth through acquisitions;

our belief that our existing capital resources will be sufficient to finance our operations for at least the next 12 months, and thereafter for the foreseeable future, except for possible significant acquisitions;

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We also own Fraser Yachts Group, a leading superyacht brokerage and luxury yacht services company with operations in multiple countries, Northrop & Johnson, another leading superyacht brokerage and services company with operations in multiple countries, SkipperBud’s, one of the largest boat sales, brokerage, service and marina/storage groups in the United States, and Cruisers Yachts, a manufacturer of sport yacht and yachts, including Aviara luxury dayboats, with sales through our select retail dealership locations and through independent dealers.

In October 2023, we acquired AGY, a luxury charter management agency based in Athens, Greece.

In March 2024, we acquired Williams, a premier distributor and retailer for UK-based Williams Jet Tenders Ltd., the world’s leading manufacturer of rigid inflatable jet tenders for the luxury yacht market.

In March 2024, we also acquired Native Marine, a boat dealer based in Islamorada, Florida.

In October 2024, our Cruisers Yachts subsidiary assumed the rights to MasterCraft's Aviara brand of luxury dayboats.

In January 2025,

we acquired the service and parts departments at our retail location in Panama City Beach, Florida.

In January 2025, we acquired the service and parts departments at our retail location in Panama City Beach, Florida.

In March 2025, we acquired Shelter Bay Marina in Marathon, Florida.

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Acquisitions remain an important strategy for us, and, subject to a number of conditions, including macro-economic conditions and finding attractive acquisition targets, we plan to explore opportunities through this strategy.

We expect our core strengths and retailing strategies including our digital platform, will position us to capitalize on growth opportunities as they occur and will allow us to emerge with greater earnings potential.

As of December 31, 2025, the Retail Operations segment includes the activity of over 70 retail locations in Alabama, California, Connecticut, Florida, Georgia, Illinois, Maryland, Massachusetts, Michigan, Minnesota, Missouri, New Jersey, New York, North Carolina, Ohio, Oklahoma, Rhode Island, South Carolina, Texas, Washington and Wisconsin, where we sell new and used recreational boats, including pleasure and fishing boats, with a focus on premium brands in each segment.

We expect our core strengths and retailing

strategies including our digital platform, will position us to capitalize on growth opportunities as they occur and will allow us to emerge with greater earnings potential.

As of March 31, 2026, the Retail Operations segment includes the activity of over 70 retail locations in Alabama, California, Connecticut, Florida, Georgia, Illinois, Maryland, Massachusetts, Michigan, Minnesota, Missouri, New Jersey, New York, North Carolina, Ohio, Oklahoma, Rhode Island, South Carolina, Texas, Washington and Wisconsin, where we sell new and used recreational boats, including pleasure and fishing boats, with a focus on premium brands in each segment.

We also sell related marine products, including engines, trailers, parts, and accessories.

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Fraser Yachts Group and Northrop & Johnson, leading superyacht brokerage and luxury yacht services companies with operations in multiple countries, are also included in this segment.

Through IGY Marinas, which is also included in this segment, we maintain a network of strategically positioned luxury

marinas situated in yachting and sport fishing destinations around the world.

Through IGY Marinas, which is also included in this segment, we maintain a network of strategically positioned luxury marinas situated in yachting and sport fishing destinations around the world.

The Retail Operations segment includes the majority of all corporate costs.

As of December 31, 2025, the Product Manufacturing segment includes activity of Cruisers Yachts and Intrepid Powerboats.

As of March 31, 2026, the Product Manufacturing segment includes activity of Cruisers Yachts and Intrepid Powerboats.

Cruisers Yachts, a wholly-owned MarineMax subsidiary, manufactures sport yacht and yachts, including Aviara luxury dayboats, with sales through our select retail dealership locations and through independent dealers.

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Consolidated Results of Operations

The following discussion compares the three months ended December 31, 2025, with the three months ended December 31, 2024 and should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements, including the related notes thereto, appearing elsewhere in this report.

Three Months Ended December 31, 2025 Compared with Three Months Ended December 31, 2024

Revenue increased $36.7 million, or 7.8%, to $505.2 million for the three months ended December 31, 2025, from $468.5 million for three months ended December 31, 2024.

The increase was due to an increase of $48.6 million or 10.7% in comparable-store sales, partially offset by a net decrease from closed stores that are not eligible for inclusion in comparable-store sales.

Revenue for the three months ended December 31, 2024 was adversely impacted by Hurricanes Helene and Milton.

The following discussion compares the three and six months ended March 31, 2026, with the three and six months ended March 31, 2025, and should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements, including the related notes thereto, appearing elsewhere in this report.

Three Months Ended March 31, 2026 Compared with Three Months Ended March 31, 2025

Revenue decreased $104.1 million, or 16.5%, to $527.4 million for the three months ended March 31, 2026, from $631.5 million for three months ended March 31, 2025.

The decrease was due to a decrease of $95.7 million or 15.4% in comparable-store sales and a $8.4 million net decrease primarily from closed stores and manufacturing revenue that are not eligible for inclusion in comparable-store sales.

The comparable-store decreases were primarily driven by decreases in new and used boat revenue as a result of the challenging retail environment, ongoing economic uncertainty, evolving trade policies and geopolitical tensions, including the Iran conflict.

Gross Profit.

Gross profit decreased $9.2 million, or 5.4%, to $160.5 million for the three months ended December 31, 2025, from $169.7 million for the three months ended December 31, 2024.

Gross profit as a percentage of revenue decreased to 31.8% for the three months ended December 31, 2025, from 36.2% for the three months ended December 31, 2024.

The decrease in gross profit as a percentage of revenue was attributable to the increased promotional environment due to challenging retail conditions and mix of sales, partially offset by increased contributions from our higher-margin businesses.

Gross profit decreased $8.2 million, or 4.3%, to $181.3 million for the three months ended March 31, 2026, from $189.5 million for the three months ended March 31, 2025.

Gross profit as a percentage of revenue increased to 34.4% for the three months ended March 31, 2026, from 30.0% for the three months ended March 31, 2025.

The increase in gross profit as a percentage of revenue was attributable to a greater mix of sales and improvements in our higher-margin businesses.

Selling, General, and Administrative Expenses.

Selling, general, and administrative expenses increased $24.9 million, or 19.1% to $155.6 million for the three months ended December 31, 2025, from $130.7 million for the three months ended December 31, 2024.

The increase in selling, general, and administrative expenses was primarily the result of changes in the fair value of contingent consideration liabilities which lowered selling, general, and administrative expenses for the three months ended December 31, 2024.

Excluding changes in the fair value of contingent consideration, hurricane and tornado expenses, intangible amortization, restructuring charges, and transaction and other costs, selling, general and administrative expenses increased $1.6 million for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024.

Selling, general, and administrative expenses increased $3.6 million, or 2.2% to $170.4 million for the three months ended March 31, 2026, from $166.8 million for the three months ended March 31, 2025.

Selling, general and administrative expenses increased approximately $2.0 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, excluding the impact of transaction and other costs ($5.7 million and $0.6 million), acquisition-related intangible amortization expense ($0.8 million and $1.4 million), changes in contingent consideration ($0.8 million gain and $0.1 million expense), weather events ($1.2 million recovery and $0.6 million expense), and restructuring expenses ($0.1 million and $0.3 million) for those respective periods.

Interest Expense.

Interest expense decreased $2.8 million to $15.9 million for the three months ended December 31, 2025, from $18.7 million for the three months ended December 31, 2024.

Interest expense decreased $3.5 million to $14.7 million for the three months ended March 31, 2026, from $18.2 million for the three months ended March 31, 2025.

The decrease in interest expense was primarily the result of decreased borrowings from lower inventory levels and lower interest rates.

Income Taxes.

Income tax decreased $4.9 million to benefit of $2.8 million, for the three months ended December 31, 2025, from a provision of $2.1 million for the three months ended December 31, 2024.

The effective income tax rate for the three months ended December 31, 2025 and 2024 was 26.0% and 10.4%, respectively.

The increase in the effective income tax rate is due mainly to non-cash tax benefits related to the change in tax status of certain foreign entities recorded during the three months ended December 31, 2024.

Income tax decreased $2.5 million to a benefit of $1.1 million for the three months ended March 31, 2026, from a provision of $1.4 million for the three months ended March 31, 2025.

The effective income tax rate for the three months ended March 31, 2026 and 2025 was 28.9% and 30.7%, respectively.

Six Months Ended March 31, 2026 Compared with Six Months Ended March 31, 2025

Revenue decreased $67.4 million, or 6.1%, to $1,032.6 million for the six months ended March 31, 2026, from $1,100.0 million for six months ended March 31, 2025.

The decrease was due to a decrease of $47.2 million or 4.4% in comparable-store sales and a $20.2 million net decrease primarily from closed stores and manufacturing revenue that are not eligible for inclusion in comparable-store sales.

Gross Profit.

Gross profit decreased $17.4 million, or 4.8%, to $341.8 million for the six months ended March 31, 2026, from $359.2 million for the six months ended March 31, 2025.

Gross profit as a percentage of revenue increased to 33.1% for the six months ended March 31, 2026, from 32.7% for the six months ended March 31, 2025.

The increase in gross profit as a percentage of revenue was attributable to a greater mix of sales and improvements in our higher-margin businesses.

Selling, General, and Administrative Expenses.

Selling, general, and administrative expenses increased $28.5 million, or 9.6% to $326.0 million for the six months ended March 31, 2026, from $297.5 million for the six months ended March 31, 2025.

Selling, general and administrative expenses increased approximately $3.6 million for the six months ended March 31, 2026, as compared to the six months ended March 31, 2025, excluding the impact of transaction and other costs ($8.7 million and $0.8 million), acquisition-related intangible amortization expense ($1.8 million and $2.9 million), changes in contingent consideration ($0.3 million gain and $25.7 million gain), weather events ($1.2 million recovery and $5.5 million expense), and restructuring expenses ($0.2 million and $0.8 million) for those respective periods.

Interest Expense.

Interest expense decreased $6.4 million to $30.5 million for the six months ended March 31, 2026, from $36.9 million for the six months ended March 31, 2025.

The decrease in interest expense was primarily the result of decreased borrowings from lower inventory levels and lower interest rates.

Income Taxes.

Income tax decreased $7.4 million to benefit of $3.9 million, for the six months ended March 31, 2026, from a provision of $3.5 million for the six months ended March 31, 2025.

The effective income tax rate for the six months ended March 31, 2026 and 2025 was 26.7% and 14.1%, respectively.

The increase in the effective income tax rate is due mainly to non-cash tax benefits related to the change in tax status of certain foreign entities recorded during the six months ended March 31, 2025.

Liquidity and Capital Resources

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Any turmoil in the credit markets and weakness in the retail markets may interfere with our ability to remain in compliance with the covenants of the Amended Credit Facility and therefore affect our ability to utilize the Amended Credit Facility to fund operations.

As of December 31, 2025, we were in compliance with all covenants under the Amended Credit Facility.

As of March 31, 2026, we were in compliance with all covenants under the Amended Credit Facility.

We currently depend upon dividends and other payments from our businesses and the Amended Credit Facility to fund our current operations and meet our cash needs.

As the majority owner of each of our businesses, we determine the amounts of such distributions subject to applicable law, and currently, no agreements exist that restrict this flow of funds from our businesses.

For the three months ended December 31 2025, cash provided by operating activities was approximately $16.9 million.

For the three months ended December 31 2024, cash used in operating activities was approximately $146.1 million.

For the three months ended December 31, 2025, cash provided by operating activities was primarily related to our net loss adjusted for non-cash expenses and gains such as depreciation and amortization expense, deferred income tax benefit, and stock-based compensation expense, decreases in accounts receivable, decreases in prepaid expenses and other assets, and increases in contract in contract liabilities (customer deposits), partially offset by decreases in accounts payable and decreases in accrued expenses and other liabilities.

For the three months ended December 31, 2024, cash used in operating activities was primarily related to increases in inventory, decreases in accounts payable, decreases in contract liabilities (customer deposits), partially offset by our net income adjusted for non-cash expenses and gains such as depreciation and amortization expense, deferred income tax provision, and stock-based compensation expense.

For the three months ended December 31, 2025, cash provided by investing activities was approximately $2.6 million.

For the three months ended December 31, 2024, cash used in investing activities was approximately $6.5 million.

For the three months ended December 31, 2025, cash provided by investing activities was primarily from proceeds from the sale of property and equipment and other assets, partially offset by the purchase property and equipment associated with improving existing retail facilities.

For the three months ended December 31, 2024, cash used in investing activities was primarily used to purchase property and equipment associated with improving existing retail facilities, partially offset by proceeds from the sale of property and equipment and other assets and proceeds from the acquisition of a trade name.

For the three months ended December 31, 2025, cash used in financing activities was approximately $25.2 million.

For the three months ended December 31, 2024, cash provided by financing activities was approximately $74.7 million.

For the three months ended December 31, 2025, cash used in financing activities was primarily attributable to net decreases in short-term borrowings, which solely consisted of the Floor Plan, payments on long-term debt and payments on tax withholdings for equity awards, partially offset by net proceeds from issuance of common stock under incentive compensation and employee purchase plans.

For the three months ended December 31, 2024, cash provided by financing activities was primarily attributable to net increases in short-term borrowings, which solely consisted of the Floor Plan, and net proceeds from issuance of common stock under incentive compensation and employee purchase plans, partially offset by payments on long-term debt and payments on tax withholdings for equity awards.

For the six months ended March 31, 2026, cash provided by operating activities was approximately $72.3 million.

For the six months ended March 31 2025, cash used in operating activities was approximately $73.6 million.

For the six months ended March 31, 2026, cash provided by operating activities was primarily related to our net loss adjusted for non-cash expenses and gains such as depreciation and amortization expense, deferred income tax benefit, and stock-based compensation expense, decreases in accounts receivable, decreases in inventory, decreases in prepaid expenses and other assets and increases in contract in contract liabilities (customer deposits), increases in accounts payable, and increases in accrued expenses and other liabilities.

For the six months ended March 31, 2025, cash used in operating activities was primarily related to increases in inventory, increases in accounts receivable, decreases in accounts payable, decreases in contract liabilities (customer deposits), decreases in accrued expenses and other liabilities, partially offset by our net income adjusted for non-cash expenses and gains such as depreciation and amortization expense, changes in fair value of contingent consideration, deferred income tax provision, and stock-based compensation expense.

For the six months ended March 31, 2026 and 2025, cash used in investing activities was approximately $6.3 million and $25.7 million, respectively.

For the six months ended March 31, 2026, cash used in investing activities was primarily used to purchase property and equipment associated with improving existing retail facilities, partially offset by proceeds from the sale of property and equipment and other assets, and proceeds from insurance settlements.

For the six months ended March 31, 2025, cash used in investing activities was primarily used to purchase property and equipment associated with improving existing retail facilities, partially offset by proceeds from the sale of property and equipment and other assets, proceeds from the acquisition of a trade name, and proceeds from insurance settlements.

For the six months ended March 31, 2026, cash used in financing activities was approximately $46.9 million.

For the six months ended March 31, 2025, cash provided by financing activities was approximately $79.4 million.

For the six months ended March 31, 2026, cash used in financing activities was primarily attributable to net decreases in short-term borrowings, which solely consisted of the Floor Plan, payments on long-term debt and payments on tax withholdings for equity awards, partially offset by net proceeds from issuance of common stock under incentive compensation and employee purchase plans.

For the six months ended March 31, 2025, cash provided by financing activities was primarily attributable to net increases in short-term borrowings, which solely consisted of the Floor Plan (as defined below), and net proceeds from issuance of common stock under incentive compensation and employee purchase plans, partially offset by payments on long-term debt, payments on tax withholdings for equity awards, contingent consideration payments from acquisitions, and purchases of treasury stock.

We are party to the Amended Credit Facility with Manufacturers and Traders Trust Company as Administrative Agent, Swingline Lender, and Issuing Bank, Wells Fargo Commercial Distribution Finance, LLC, as Floor Plan Agent, and the lenders party thereto.

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Advances under the Floor Plan are initiated by the acquisition of eligible new and used inventory or are re-advanced against eligible new and used inventory that have been partially paid-off.

Advances on new inventory will generally mature 1,080 days from

the original invoice date.

Advances on new inventory will generally mature 1,080 days from the original invoice date.

Advances on used inventory will mature 361 days from the date we acquire the used inventory.

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None of our real estate has been pledged for collateral for the Amended Credit Facility.

As of December 31, 2025, our indebtedness associated with our short-term borrowings, which solely consisted of the Floor Plan, and our long-term debt, totaled approximately $702.7 million and $347.5 million, respectively.

As of December 31, 2025, short-term borrowings, which solely consisted of the Floor Plan, and long-term debt recorded on the Unaudited Condensed Consolidated Balance Sheets included unamortized debt issuance costs of approximately $0.7 million and $1.2 million, respectively.

As of March 31, 2026, our indebtedness associated with our short-term borrowings, which solely consisted of the Floor Plan, and our long-term debt, totaled approximately $689.9 million and $338.7 million, respectively.

As of March 31, 2026, short-term borrowings, which solely consisted of the Floor Plan, and long-term debt recorded on the Unaudited Condensed Consolidated Balance Sheets included unamortized debt issuance costs of approximately $0.6 million and $1.0 million, respectively.

Refer to Note 10 of the Notes to the Consolidated Financial Statements for disclosure of borrowing availability, interest rates, and terms of our short-term borrowings (Floor Plan) and long-term debt.

Except as specified in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the Unaudited Condensed Consolidated Financial Statements in the “Financial Statements (Unaudited)”, we have no material commitments for capital for the next 12 months.

Based on the information currently available to us (including the potential re-emergence of or increase in inflation, the effects of potentially higher interest rates, the effects of new, increased or reciprocal tariffs and potential recession, all of which are uncertain), we believe that the cash generated from sales and our existing capital resources will be adequate to meet our liquidity and capital requirements for at least the next 12 months, and thereafter for the foreseeable future, except in the case of possible significant acquisitions.

Based on the information currently available to us (including the potential re-emergence of or increase in inflation, the effects of potentially higher interest rates, the effects of new, increased or reciprocal tariffs, the effects of the Iranian conflict and potential recession, all of which are uncertain), we believe that the cash generated from sales and our existing capital resources will be adequate to meet our liquidity and capital requirements for at least the next 12 months, and thereafter for the foreseeable future, except in the case of possible significant acquisitions.

Impact of Seasonality and Weather on Operations

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For example, a hypothetical 100 basis point, 200 basis point, or 300 basis point increase in the interest rate would result in an increase of approximately $10.2 million, $20.4 million, or $30.6 million, respectively, in annual pre-tax interest expense.

These estimated increases are based upon the outstanding balance of our short-term borrowings and long-term debt as of December 31, 2025 and assumes no mitigating changes by us to reduce the outstanding balances and no additional interest assistance that could be received from vendors due to the interest rate increase.

These estimated increases are based upon the outstanding balance of our short-term borrowings and long-term debt as of March 31, 2026 and assumes no mitigating changes by us to reduce the outstanding balances and no additional interest assistance that could be received from vendors due to the interest rate increase.

Foreign Currency Exchange Rate Risk

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We cannot predict the effects of exchange rate fluctuations on our operating results.

In certain cases, we may enter into foreign currency cash flow hedges to reduce the variability of cash flows associated with forecasted purchases of boats and yachts from European-based and Chinese-based manufacturers.

We are not currently engaged in foreign currency exchange hedging transactions to manage our foreign

currency exposure.

manufacturers.

We are not currently engaged in foreign currency exchange hedging transactions to manage our foreign currency exposure.

If and when we do engage in foreign currency exchange hedging transactions, there can be no assurance that our strategies will adequately protect our operating results from the effects of exchange rate fluctuations.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis