What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-07-23 compared with 2026-04-23 · 65 added, 60 removed, 132 unchanged (49% of the section changed)

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Forward-looking statements include statements regarding our “expectations,” “anticipations,” “intentions,” “plans,” “beliefs,” or “strategies” regarding the future.

These forward-looking statements include statements relating to market risks such as interest rate risk and foreign currency exchange rate risk;

These forward-looking statements include statements relating to market risks

such as interest rate risk and foreign currency exchange rate risk;

economic and industry conditions and corresponding effects on consumer behavior and our operating results;

environmental conditions;

the imposition of tariffs and their potential impacts on our operations and the broader economy;

tariffs and their potential impacts on our operations and the broader economy;

inclement weather and our ability to mitigate impacts of adverse weather conditions through geographic diversity;

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Due to the uncertainty in the retail environment caused by the tariffs, we have experienced decreased revenues and profits.

Additional effects of these tariffs and reciprocal tariffs are uncertain, but the tariffs are likely to increase production and supply chain costs for certain of our products and some experts predict an increased chance of an economic recession and/or inflation as a result of the disruption of international trade.

Additional effects of these tariffs and reciprocal tariffs are uncertain, but the tariffs are likely to increase production and supply chain costs for certain of our products and

some experts predict an increased chance of an economic recession and/or inflation as a result of the disruption of international trade.

Although we have previously expanded our operations during periods of stagnant or modestly declining industry trends, the cyclical nature of the recreational boating industry or the lack of industry growth may adversely affect our business, financial condition, and results of operations.

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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 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 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 June 30, 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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The Retail Operations segment includes the majority of all corporate costs.

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

As of June 30, 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 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.

The following discussion compares the three and nine months ended June 30, 2026, with the three and nine months ended June 30, 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 June 30, 2026 Compared with Three Months Ended June 30, 2025

Revenue decreased $45.9 million, or 7.0%, to $611.3 million for the three months ended June 30, 2026, from $657.2 million for three months ended June 30, 2025.

The decrease was due to a decrease of $46.8 million or 7.1% in comparable-store sales, partially offset by a $0.9 million net increase primarily from manufacturing revenue that is not eligible for inclusion in comparable-store

The comparable-store decrease was 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 $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.

Gross profit increased $18.5 million, or 9.3%, to $218.1 million for the three months ended June 30, 2026, from $199.6 million for the three months ended June 30, 2025.

Gross profit as a percentage of revenue increased to 35.7% for the three months ended June 30, 2026, from 30.4% for the three months ended June 30, 2025.

The increase in gross profit as a percentage of revenue was attributable to a greater mix of sales, improvements in our higher-margin businesses, and to a lesser degree tariff refunds received related to current and previous boat sales.

Selling, General, and Administrative Expenses.

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.

Selling, general, and administrative expenses increased $8.8 million, or 5.1% to $180.9 million for the three months ended June 30, 2026, from $172.1 million for the three months ended June 30, 2025.

The increase in selling, general, and administrative expenses was driven by an increase in mix to our higher margin businesses, which typically carry a higher expense structure.

Interest Expense.

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.

Interest expense decreased $2.6 million to $14.3 million for the three months ended June 30, 2026, from $16.9 million for the three months ended June 30, 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 $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.

Income tax increased $13.8 million to a provision of $7.3 million for the three months ended June 30, 2026, from a benefit of $6.5 million for the three months ended June 30, 2025.

The effective income tax rate for the three months ended June 30, 2026 and 2025 was 31.7% and 11.1%, respectively.

The primary driver of the change in the effective tax rate was the Company's increased profitability.

The Company generated pre-tax income for the three months ended June 30, 2026, compared to a pre-tax loss for the three months ended June 30, 2025.

Nine Months Ended June 30, 2026 Compared with Nine Months Ended June 30, 2025

Revenue decreased $113.3 million, or 6.4%, to $1,643.8 million for the nine months ended June 30, 2026, from $1,757.1 million for nine months ended June 30, 2025.

The decrease was due to a decrease of $93.9 million or 5.4% in comparable-store sales and a $19.4 million net decrease primarily from closed stores and manufacturing revenue that are not eligible for inclusion in comparable-store sales.

The comparable-store decrease was 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 $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.

Gross profit increased $1.0 million, or 0.2%, to $559.8 million for the nine months ended June 30, 2026, from $558.8 million for the nine months ended June 30, 2025.

Gross profit as a percentage of revenue increased to 34.1% for the nine months ended June 30, 2026, from 31.8% for the nine months ended June 30, 2025.

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.

Selling, general, and administrative expenses increased $37.3 million, or 7.9% to $506.9 million for the nine months ended June 30, 2026, from $469.6 million for the nine months ended June 30, 2025.

The increase in selling, general, and administrative expenses was primarily the result of changes in the fair value of contingent consideration liabilities ($0.3 million gain recorded for the nine months ended June 30, 2026, as compared to a $25.7 million gain recorded for the nine months ended June 30, 2025), and an increase in mix to our higher margin businesses, which typically carry a higher expense structure.

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.

Interest expense decreased $9.1 million to $44.8 million for the nine months ended June 30, 2026, from $53.9 million for the nine months ended June 30, 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.

Income tax increased $6.3 million to a provision of $3.3 million, for the nine months ended June 30, 2026, from a benefit of $3.0 million for the nine months ended June 30, 2025.

The effective income tax rate for the nine months ended June 30, 2026 and 2025 was 40.7% and 8.9%, respectively.

The primary driver of the change in the effective tax rate was the Company's increased profitability.

The Company generated pre-tax income for the nine months ended June 30, 2026, compared to a pre-tax loss for the nine months ended June 30, 2025.

Liquidity and Capital Resources

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We also use this evaluation in conjunction with our review of our current and expected operating performance and expected business levels to determine the extent of our financing needs.

These cash needs historically have been financed with cash generated from operations and borrowings under the Amended Credit Facility (described below).

Our ability to utilize the Amended Credit Facility to fund operations depends upon the collateral levels and compliance with the covenants of the Amended Credit Facility.

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 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.

These cash needs historically have been financed with cash generated from operations and borrowings under the New Credit Facility (described below).

Our ability to utilize the New Credit Facility to fund operations depends upon the collateral levels and compliance with the covenants of the New Credit Facility.

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 New Credit Facility and therefore affect our ability to utilize the New Credit Facility to fund operations.

As of June 30, 2026, we were in compliance with all covenants under the New Credit Facility.

We currently depend upon dividends and other payments from our businesses and the New 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 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.

The Amended Credit Facility provides the Company a line of credit with asset based borrowing availability (the "Floor Plan") of up to $950 million and establishes a revolving credit facility in the maximum amount of $100 million (including a $20 million swingline facility and a $20 million letter of credit sublimit), a delayed draw term loan facility to finance the acquisition of IGY Marinas in the maximum amount of $400 million, and a $100 million delayed draw mortgage loan facility.

The maturity of each of the facilities is August 2027.

We believe that we have access to additional funds, if needed, through the capital markets or private placements to obtain financing under the current market conditions.

For the nine months ended June 30, 2026 and 2025, cash provided by operating activities was approximately $157.6 million and $11.4 million, respectively.

For the nine months ended June 30, 2026, cash provided by operating activities was primarily related to our net income adjusted for non-cash expenses and gains such as depreciation and amortization expense, 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), and increases in accrued expenses and other liabilities, partially offset by decreases in accounts payable.

For the nine months ended June 30, 2025, cash provided by operating activities was primarily related to net income adjusted for non-cash expenses and gains such as depreciation and amortization expense, changes in fair value of contingent consideration, goodwill impairment, and stock-based compensation expense, partially offset by increases in inventory, increases in accounts receivable, decreases in accounts payable, decreases in contract liabilities (customer deposits) and decreases in accrued expenses and other liabilities.

For the nine months ended June 30, 2026 and 2025, cash used in investing activities was approximately $13.3 million and $42.1 million, respectively.

For the nine months ended June 30, 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 nine months ended June 30, 2025, cash used in investing activities was primarily used to purchase property and equipment associated with improving existing retail facilities, acquisitions, and issuance of notes receivable, 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 nine months ended June 30, 2026 and 2025, cash used in financing activities was approximately $139.2 million and $43.1 million, respectively.

For the nine months ended June 30, 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, payments of debt issuance, debt extinguishments and other financing costs 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 nine months ended June 30, 2025, cash used in financing activities was primarily attributable to payments on long-term debt, payments on tax withholdings for equity awards, contingent consideration payments from acquisitions, and purchases of treasury stock, partially offset by net increases in short-term borrowings, which solely consisted of the Floor Plan, proceeds from long-term debt, and net proceeds from issuance of common stock under incentive compensation and employee purchase plans.

We are party to the New 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.

The New Credit Facility provides the Company a line of credit with asset based borrowing availability (the "Floor Plan") of up to $950 million and establishes a revolving credit facility in the maximum amount of $150 million (including a $20 million swingline facility and a $20 million letter of credit sublimit).

The maturity of each of the facilities is June 2031.

The interest rate is (a) for amounts outstanding under the Floor Plan, 3.25% above the one month secured term rate as administered by the CME Group Benchmark Administration Limited (CBA) (“SOFR”), (b) for amounts outstanding under the revolving credit facility or the term loan facility, a range of 1.50% to 2.0%, depending on the total net leverage ratio, above the one month, three month, or six month term SOFR rate, and (c) for amounts outstanding under the mortgage loan facility, 2.20% above the one month, three month, or six month term SOFR rate.

The alternate base rate with a margin is available for amounts outstanding under the revolving credit, term, and mortgage loan facilities and the Euro Interbank Offered Rate plus a margin is available for borrowings in Euro or other currencies other than dollars under the revolving credit facility.

The alternate base rate with a margin is available for amounts outstanding under the revolving credit, term, and mortgage loan facilities, and the Euro Interbank Offered Rate plus a margin is available for borrowings in Euro under the revolving credit facility.

Borrowings, if any, in other currencies approved as alternative currencies under the revolving credit facility bear interest

at a separately designated benchmark rate plus a margin, as approved by the administrative agent and the lenders in connection with the approval of such currency.

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.

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The curtailment schedule varies based on the type and value of the inventory.

The collateral for the Amended Credit Facility is primarily the Company’s inventory that is financed through the Amended Credit Facility and related accounts receivable.

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

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.

The collateral for the New Credit Facility is primarily the Company’s inventory that is financed through the New Credit Facility and related accounts receivable.

Certain of our real estate has been pledged for collateral under the mortgage loan facility component of the New Credit Facility.

As of June 30, 2026, our indebtedness associated with our short-term borrowings, which solely consisted of the Floor Plan, and our long-term debt, totaled approximately $608.3 million and $335.2 million, respectively.

As of June 30, 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 $2.2 million and $1.7 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.

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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 $9.4 million, $18.7 million, or $28.1 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 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.

These estimated increases are based upon the outstanding balance of our short-term borrowings and long-term debt as of June 30, 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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dollar may impact the price points at which we can profitably sell such foreign products, and such price points may not be competitive with other products in the United States.

Thus, such fluctuations in exchange rates ultimately may impact the amount of revenue, cost of goods sold, cash flows and earnings we recognize for such foreign products.

Thus, such fluctuations in exchange rates ultimately may

impact the amount of revenue, cost of goods sold, cash flows and earnings we recognize for such foreign products.

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.

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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