What changed in this filing

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Item 1. Financial Statements

2022-05-03 compared with 2022-02-01 · 124 added, 82 removed, 503 unchanged (29% of the section changed)

5 unchanged sentences

Three Months Ended

Six Months Ended

Cost of sales

14 unchanged sentences

Three Months Ended

Other comprehensive income (loss), net of tax:

Six Months Ended

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustments

Interest rate swap contract

Total other comprehensive income (loss), net of tax

Total other comprehensive (loss) income, net of tax

Comprehensive income

32 unchanged sentences

Preferred stock, $ .001 par value, 1,000,000 shares authorized, none issued or outstanding

as of September 30, 2021 and December 31, 2021

as of September 30, 2021 and March 31, 2022

Common stock, $ .001 par value, 40,000,000 shares authorized, 28,588,863 and

28,756,404 shares issued and 21,821,842 and 21,616,462 shares outstanding as of

September 30, 2021 and December 31, 2021, respectively

September 30, 2021 and March 31, 2022, respectively

Additional paid-in capital

1 unchanged sentence

Retained earnings

Treasury stock, at cost, 6,767,021 shares held as of September 30, 2021

and December 31, 2021

Treasury stock, at cost, 6,767,021 and 7,139,942 shares held as of September 30, 2021

and March 31, 2022, respectively

Total shareholders’ equity

15 unchanged sentences

BALANCE, December 31, 2021

Purchase of treasury stock

Shares issued upon vesting of equity awards,

net of minimum tax withholding

Shares issued upon exercise of stock options

Stock-based compensation

Other comprehensive loss

BALANCE, March 31, 2022

Comprehensive

8 unchanged sentences

BALANCE, December 31, 2020

Shares issued upon vesting of equity awards,

net of minimum tax withholding

Shares issued upon exercise of stock options

Stock-based compensation

Other comprehensive loss

BALANCE, March 31, 2021

See accompanying Notes to Condensed Consolidated Financial Statements

3 unchanged sentences

(Amounts in thousands)

Three Months Ended December 31,

Six Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

Adjustments to reconcile net income to net cash (used in) provided by operating

Adjustments to reconcile net income to net cash provided by operating

Depreciation and amortization

1 unchanged sentence

Loss (gain) on sale of property and equipment

Proceeds from insurance settlements

Stock-based compensation expense

7 unchanged sentences

Accrued expenses and other liabilities

Net cash (used in) provided by operating activities

Net cash provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

1 unchanged sentence

Cash used in acquisition of businesses, net of cash acquired

Proceeds from investments

Purchases of investments

Proceeds from insurance settlements

Proceeds from sale of property and equipment

6 unchanged sentences

Contingent acquisition consideration payments

Purchase of treasury stock

Net proceeds from issuance of common stock under incentive compensation and

1 unchanged sentence

Payments on tax withholdings for equity awards

Net cash provided by financing activities

Net cash (used in) provided by financing activities

Effect of exchange rate changes on cash

15 unchanged sentences

We also offer the charter of power yachts in the British Virgin Islands.

As of December 31, 2021, we operated through 79 retail locations in 21 states, consisting of 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.

As of March 31, 2022, we operated through 79 retail locations in 21 states, consisting of 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.

Our MarineMax Vacations operation maintains a facility in Tortola, British Virgin Islands.

1 unchanged sentence

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

Intrepid Powerboats (“Intrepid”) is recognized as a world class producer of customized boats, carefully reflecting the unique desires of each individual owner.

Intrepid Powerboats (“Intrepid”) is a producer of customized boats.

We are the largest retailer of Sea Ray and Boston Whaler recreational boats which are manufactured by Brunswick Corporation (“Brunswick”).

11 unchanged sentences

In November 2021, we acquired Intrepid, a premier manufacturer of powerboats, and Texas Marine Holdings (“Texas MasterCraft”), a premier watersports dealer in Northern Texas.

Intrepid is recognized as a world class producer of customized boats, carefully reflecting the unique desires of each individual owner.

Intrepid is a producer of customized boats.

Texas MasterCraft specializes in ski and wakeboard boats.

12 unchanged sentences

Economic conditions in areas in which we operate dealerships, particularly Florida in which we generated approximately 54 % and 50 % of our revenue during fiscal 2020 and 2021, respectively, can have a major impact on our operations.

Local influences, such as corporate downsizing, military base closings, inclement weather, such as Hurricane Sandy in 2012 or Hurricanes Harvey and Irma in 2017, environmental conditions, and specific events, such as the

BP oil spill in the Gulf of Mexico in 2010, also could adversely affect, and in certain instances have adversely affected, our operations in certain markets.

Local influences, such as corporate downsizing, military base closings, inclement weather such as hurricanes and other storms, environmental conditions, and specific events, such as the BP oil spill in the Gulf of Mexico in 2010, also could adversely affect, and in certain instances have adversely affected, our operations in certain markets.

In an economic downturn, consumer discretionary spending levels generally decline, at times resulting in disproportionately large reductions in the sale of luxury goods.

9 unchanged sentences

All adjustments, consisting of only normal recurring adjustments considered necessary for fair presentation, have been reflected in these Unaudited Condensed Consolidated Financial Statements.

The operating results for the three months ended December 31, 2021, are not necessarily indicative of the results that may be expected in future periods.

The operating results for the six months ended March 31, 2022, are not necessarily indicative of the results that may be expected in future periods.

The preparation of Unaudited Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Unaudited Condensed Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting periods.

7 unchanged sentences

All references to the “Company,” “our company,” “we,” “us,” and “our” mean, as a combined company, MarineMax, Inc.

and the 32 recreational boat dealers, four boat brokerage operations, two full-service yacht repair operations, and two manufacturers acquired as of December 31, 2021 (the “acquired dealers,” and together with the brokerage and repair operations, “operating subsidiaries” or the “acquired companies”).

and the 32 recreational boat dealers, four boat brokerage operations, two full-service yacht repair operations, and two manufacturers acquired as of March 31, 2022 (the “acquired dealers,” and together with the brokerage and repair operations, “operating subsidiaries” or the “acquired companies”).

The Unaudited Condensed Consolidated Financial Statements include our accounts and the accounts of our subsidiaries, all of which are wholly owned.

13 unchanged sentences

The following tables summarize the Company’s financial assets and liabilities measured at fair value in the accompanying Unaudited Condensed Consolidated Balance Sheets:

December 31, 2021

March 31, 2022

(Amounts in thousands)

5 unchanged sentences

Contingent consideration liabilities

There were no transfers between the valuation hierarchy Levels 1, 2, and 3 for the three months ended December 31, 2020, and 2021.

There were no transfers between the valuation hierarchy Levels 1, 2, and 3 for the six months ended March 31, 2021 and 2022.

The fair value of the Company’s interest rate swap contract is calculated as the present value of expected future cash flows, determined on the basis of forward interest rates and present value factors.

7 unchanged sentences

Changes in fair value and net present value of the contingent consideration liabilities are included in selling, general, and administrative expenses in the accompanying Unaudited Condensed Consolidated Statements of Operations.

The following table sets forth the changes in fair value of our contingent consideration liabilities, which reflect Level 3 inputs, for the three months ended December 31, 2020 and 2021:

The following tables set forth the changes in fair value of our contingent consideration liabilities, which reflect Level 3 inputs, for the six months ended March 31, 2021 and 2022:

Contingent Consideration Liabilities

4 unchanged sentences

Change in fair value and net present value of contingency

Ending balance - December 31,

We determined the carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, short-term borrowings, and the revolving mortgage facility approximate their fair values because of the nature of their terms and current market rates of these instruments.

Ending balance - March 31, 2022

Contingent Consideration Liabilities

(Amounts in thousands)

Beginning balance - September 30, 2020

Additions from business acquisitions

Settlement of contingent consideration liabilities

Change in fair value and net present value of contingency

Ending balance - March 31, 2021

We determined that the carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, short-term borrowings, and the revolving mortgage facility approximate their fair values because of the nature of their terms and current market rates of these instruments.

The fair value of our mortgage facilities, which are not carried at fair value in the accompanying Unaudited Condensed Consolidated Balance Sheets, was determined using Level 2 inputs based on the discounted cash flow method.

We estimate the fair value of our mortgage facilities using a present value technique based on current market interest rates for similar types of financial instruments that reflect Level 2 inputs.

The following table summarizes the carrying value and fair value of our mortgage facilities as of September 30, 2021 and December 31, 2021:

The following table summarizes the carrying value and fair value of our mortgage facilities as of September 30, 2021 and March 31, 2022:

September 30, 2021

December 31, 2021

March 31, 2022

Carrying Value

16 unchanged sentences

Pursuant to negotiated agreements with financial institutions, we are charged back for a portion of these fees should the customer terminate or default on the related finance contract before it is outstanding for a stipulated minimum period of time.

We base the chargeback allowance, which was not material to the Unaudited Condensed Consolidated Financial Statements taken as a whole as of December 31, 2021, on our experience with repayments or defaults on the related finance contracts.

We base the chargeback allowance, which was not material to the U naudited C ondensed C onsolidated F inancial S tatements taken as a whole as of March 31, 202 2 , on our experience with repayments or defaults on the related finance contracts.

We recognize variable consideration from commissions earned on extended warranty service contracts sold on behalf of third-party insurance companies at generally the later of customer acceptance of the service contract terms as evidenced by contract execution or recognition of the related boat sale.

8 unchanged sentences

As a practical expedient, because repair and maintenance service contracts have an original duration of one year or less, we do not consider the time value of money, and we do not disclose estimated revenue expected to be recognized in the future for performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period or when we expect to recognize such revenue.

Contract assets, recorded in prepaid expenses and other current assets, totaled approximately $ 5.7 million and $ 6.1 million as of September 30, 2021 and December 31, 2021, respectively.

Contract assets, recorded in prepaid expenses and other current assets, totaled approximately $ 5.7 million and $ 6.3 million as of September 30, 2021 and March 31, 2022, respectively.

We recognize revenue from the sale of our manufactured yachts when control of the yacht is transferred to the dealer, which is generally upon acceptance by the dealer.

5 unchanged sentences

We recognize income from the rentals of chartering power yachts over time on a straight-line basis over the term of the contract as our performance obligations are met.

The following table sets forth percentages on the timing of revenue recognition for the three months ended December 31,

The following table sets forth percentages on the timing of revenue recognition for the three and six months ended March 31,

Retail Operations

Product Manufacturing

Three Months Ended

Goods and services transferred at a point in time

Goods and services transferred over time

Retail Operations

Product Manufacturing

Six Months Ended

Goods and services transferred at a point in time

Goods and services transferred over time

Substantially all of the leases that we enter into are real estate leases.

2 unchanged sentences

In addition, we lease certain charter boats for our yacht charter business.

As of December 31, 2021, the weighted-average remaining lease term for our leases was approximately 13 years .

As of March 31, 2022, the weighted-average remaining lease term for our leases was approximately 12 years .

All of our leases are classified as operating leases, which are included as ROU assets and operating lease liabilities in the accompanying Unaudited Condensed Consolidated Balance Sheets.

For the three months ended December 31, 2020 and 2021, operating lease expenses recorded in selling, general, and administrative expenses were approximately $ 5.8 million.

For the three months ended March 31, 2021 and 2022, operating lease expenses recorded in selling, general, and administrative expenses were approximately $ 6.4 million and $ 5.8 million, respectively.

For the six months ended March 31, 2021 and 2022, operating lease expenses recorded in selling, general, and administrative expenses were approximately $ 12.3 million and $ 11.6 , respectively.

Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

10 unchanged sentences

The exercise of lease renewal options is at our sole discretion.

If it is reasonably certain that we will exercise such options, the periods covered by such options are included in the lease term and are recognized as part of our right of use assets and

lease liabilities.

If it is reasonably certain that we will exercise such options, the periods covered by such options are included in the lease term and are recognized as part of our right of use assets and lease liabilities.

The depreciable life of assets and leasehold improvements are limited by the expected lease term, which includes renewal options reasonably certain to be exercised .

1 unchanged sentence

We determine discount rates based upon our hypothetical credit rating, taking into consideration our short-term borrowing rates, and then adjusting as necessary for the appropriate lease term.

As of December 31, 2021, the weighted-average discount rate used was approximately 5.6 %.

As of December 31, 2021, maturities of lease liabilities by fiscal year are summarized as follows:

As of March 31, 2022, the weighted-average discount rate used was approximately 5.6 %.

As of March 31, 2022, maturities of lease liabilities by fiscal year are summarized as follows:

(Amounts in thousands)

2 unchanged sentences

Supplemental cash flow information related to leases was as follows:

Three Months Ended

Six Months Ended

(Amounts in thousands)

12 unchanged sentences

We do not believe there is a reasonable likelihood that there will be a change in the future estimates or assumptions we use to calculate our valuation allowance which would result in a material effect on our operating results.

As of September 30, 2021 and December 31, 2021, our valuation allowance for new and used boat, motor, and trailer inventories was $ 0.4 million and $ 0.5 million, respectively.

As of September 30, 2021 and March 31, 2022, our valuation allowance for new and used boat, motor, and trailer inventories was $ 0.4 million and $ 0.6 million, respectively.

If events occur and market conditions change, causing the fair value to fall below carrying value, the valuation allowance could increase.

1 unchanged sentence

September 30, 2021

December 31, 2021

March 31, 2022

(Amounts in thousands)

11 unchanged sentences

Any impairment recognized in accordance with ASC 360-10-40 is permanent and may not be restored.

Based upon our most recent analysis, we believe no impairment of long-lived assets existed as of December 31, 2021.

Based upon our most recent analysis, we believe no impairment of long-lived assets existed as of March 31, 2022.

We account for acquisitions in accordance with FASB ASC 805, “Business Combinations” (“ASC 805”), and goodwill in accordance with ASC 350, “Intangibles — Goodwill and Other” (“ASC 350”).

4 unchanged sentences

and total goodwill recognized was approximately $ 39.6 million.

The goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisitions.

Approximately $ 10.7 million of goodwill related to the acquisitions, wholly attributable to Texas MasterCraft, is deductible for tax purposes.

1 unchanged sentence

In July 2021 we purchased Nisswa Marine a full-service dealer located in Nisswa, Minnesota.

In May 2021, we purchased Cruisers Yachts, a manufacturer of sport yacht and yachts with sales through our select retail dealership locations and through independent dealers, and is recognized as one of the world’s premier manufacturers of premium sport yacht and yachts.

In May 2021, we purchased Cruisers Yachts, a manufacturer of sport yacht and yachts with sales through our select retail dealership locations and through independent dealers.

In October 2020, we purchased SkipperBud’s, one of the largest boat sales, brokerage, service and marina/storage groups in the United States.

In total, current and previous acquisitions have resulted in the recording of $ 201.1 million and $ 247.1 million in goodwill and other intangible assets as of September 30, 2021 and December 31, 2021, respectively.

In total, current and previous acquisitions have resulted in the recording of $ 201.1 million and $ 246.3 million in goodwill and other intangible assets as of September 30, 2021 and March 31, 2022, respectively.

In accordance with ASC 350, we test goodwill for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

1 unchanged sentence

If the carrying amount of a reporting unit’s goodwill exceeds its fair value we recognize an impairment loss in accordance with ASC 350.

As of December 31, 2021 , and based upon our most recent analysis, we determined through our qualitative assessment that it is not “more likely than not” that the fair values of our reporting units are less than their carrying values.

As of March 31, 2022 , and based upon our most recent analysis, we determined through our qualitative assessment that it is not “more likely than not” that the fair values of our reporting units are less than their carrying values.

As a result, we were not required to perform a quantitative goodwill impairment .

The following table sets forth the changes in carrying amount of goodwill by reportable segment during the three months ended December 31, 2021:

The following table sets forth the changes in carrying amount of goodwill by reportable segment during the six months ended March 31, 2022:

Retail Operations

4 unchanged sentences

Foreign currency translation

Balance as of December 31, 2021

Balance as of March 31, 2022

INCOME TAXES:

1 unchanged sentence

Under ASC 740, we recognize deferred tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which we expect those temporary differences to be recovered or

We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which we expect those temporary differences to be recovered or settled.

We record valuation allowances to reduce our deferred tax assets to the amount expected to be realized by considering all available positive and negative evidence.

During the three months ended December 31, 2020 and 2021, we recognized an income tax provision of $ 7.1 million and $ 10.6 million, respectively.

The effective income tax rate for the three months ended December 31, 2020 and 2021 was 23.2 % and 22.8 %, respectively .

During the three months ended March 31, 2021 and 2022, we recognized an income tax provision of $ 12.8 million and $ 17.6 million, respectively.

During the six months ended March 31, 2021 and 2022, we recognized an income tax provision of $ 20.0 million and $ 28.2 million, respectively.

The effective income tax rate for each of the three months ended March 31, 2021 and 2022 was 24.8 % .

The effective income tax rate for the six months ended March 31, 2021 and 2022 was 24.2 % and 24.0 %, respectively .

SHORT-TERM BORROWINGS AND LONG-TERM DEBT:

7 unchanged sentences

The Credit Facility allows for the transition of the benchmark interest rate used from LIBOR to the Secured Overnight Finance Rate (“SOFR”).

There is an unused line fee of ten basis points on the unused portion of the Credit Facility.

As of December 31, 2021, we were in compliance with all covenants under the Credit Facility.

There is an unused line fee of ten basis points on th e unused portion of the Credit Facility.

As of March 31, 202 2 , we were in compliance with all covenants under the Credit Facility.

New inventory borrowing eligibility will generally mature 1,080 days from the original invoice date.

2 unchanged sentences

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

As of December 31, 2021, our indebtedness associated with financing our inventory and working capital needs totaled approximately $ 113.7 million and included unamortized debt issuance costs of approximately $ 0.2 million.

As of December 31, 2020 and 2021, the interest rate on the outstanding short-term borrowings was approximately 4.20 %.

As of December 31, 2021, our additional available borrowings under our Credit Facility were approximately $ 19.4 million based upon the outstanding borrowing base availability.

As of March 31, 2022, our indebtedness associated with financing our inventory and working capital needs totaled approximately $ 59.1 million and included unamortized debt issuance costs of approximately $ 0.2 million.

As of March 31, 2021 and 2022, the interest rate on the outstanding short-term borrowings was approximately 4.20 %.

As of March 31, 2022, our additional available borrowings under our Credit Facility were approximately $ 94.9 million based upon the outstanding borrowing base availability.

As is common in our industry, we receive interest assistance directly from boat manufacturers, including Brunswick.

12 unchanged sentences

September 30, 2021

December 31, 2021

March 31, 2022

(Amounts in thousands)

Mortgage facility payable to Flagship Bank bearing interest at 2.25 % as of December 31,

Mortgage facility payable to Flagship Bank bearing interest at 2.25 % as of March 31,

2022 (prime minus 100 basis points with a floor of 2.00 % ).

3 unchanged sentences

Mortgage facility payable to Seacoast National Bank bearing interest at 3.00% as of

December 31, 2021 ( greater of 3.00% or prime minus 62.5 basis points ).

March 31, 2022 ( greater of 3.00% or prime minus 62.5 basis points ).

monthly interest payments for the first year and then monthly principal and interest

1 unchanged sentence

Mortgage facility payable to Hancock Whitney Bank bearing interest at 2.63 % as of

December 31, 2021 ( prime minus 62.5 basis points with a floor of 2.25 % ).

March 31, 2022 ( prime minus 62.5 basis points with a floor of 2.25 % ).

monthly principal and interest payments with a balloon payment of approximately

3 unchanged sentences

Revolving mortgage facility with FineMark National Bank & Trust bearing interest at

3.00 % as of December 31, 2021 ( base minus 25 basis points with a floor of 3.00 % ).

3.00 % as of March 31, 2022 ( base minus 25 basis points with a floor of 3.00 % ).

Facility matures in October 2027 .

Current available borrowings under the facility

were approximately $ 25.8 million at December 31, 2021.

were approximately $ 25.3 million at March 31, 2022.

Total long-term debt

7 unchanged sentences

We recognize compensation cost for all awards in operations on a straight-line basis over the requisite service period for each separately vesting portion of the award.

During the three months ended December 31, 2020 and 2021, we recognized stock-based compensation expense of approximately $ 2.0 million and $ 3.3 million, respectively, in selling, general, and administrative expenses in the accompanying Unaudited Condensed Consolidated Statements of Operations.

Cash received from option exercises under all share-based compensation arrangements for the three months ended December 31, 2020 and 2021, was approximately $ 1.5 million and $ 1.1 million, respectively.

During the three months ended March 31, 2021 and 2022, we recognized stock-based compensation expense of approximately $ 2.4 million and $ 3.9 million, respectively, and for the six months ended March 31, 2021 and 2022, we recognized stock-based compensation expense of approximately $ 4.4 million and $ 7.2 million, respectively, in selling, general, and administrative expenses in the accompanying Unaudited Condensed Consolidated Statements of Operations.

Cash received from option exercises under all share-based compensation arrangements for the three months ended March 31, 2021 was approximately $ 0.1 million.

No cash was received from option exercises under all share-based compensation arrangements for the three months ended March 31, 2022.

Cash received from option exercises under all share-based compensation arrangements for the six months ended March 31, 2021 and 2022, was approximately $ 1.7 million and $ 1.1 million, respectively.

We currently expect to satisfy share-based awards with registered shares available to be issued from the Stock Purchase Plan.

THE INCENTIVE STOCK PLANS:

In February 2020, our shareholders approved a proposal to amend the 2011 Stock-Based Compensation Plan (“2011 Plan”) to increase the 3,200,456 share threshold by 1,000,000 shares to 4,200,456 shares.

In January 2011, our shareholders approved a proposal to authorize our 2011 Plan, which replaced our 2007 Incentive Compensation Plan (“2007 Plan”).

In February 2022, our shareholders approved a proposal to authorize our 2021 Stock-Based Compensation Plan (“2021 Plan”), which replaced our 2011 Stock-Based Compensation Plan (“2011 Plan”).

Our 2021 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, stock units, bonus stock, dividend equivalents, other stock related awards, and performance awards (collectively “awards”), that may be settled in cash, stock, or other property.

Our 2021 Plan is designed to attract, motivate, retain, and reward our executives, employees, officers, directors, and independent contractors by providing such persons with annual and long-term performance incentives to expend their maximum efforts in the creation of shareholder value.

Subsequent to the February 2020 amendment described above, the total number of shares of our common stock that may be subject to awards under the 2011 Plan is equal to 4,000,000 shares, plus:

(i) any shares available for issuance and not subject to an award under the 2007 Plan, which was 200,456 shares at the time of approval of the 2011 Plan;

(ii) the number of shares with respect to which awards granted under the 2011 Plan and the 2007 Plan terminate without the issuance of the shares or where the shares are forfeited or repurchased;

(iii) with respect to awards granted under the 2011 Plan and the 2007 Plan, the number of shares that are not issued as a result of the award being settled for cash or otherwise not issued in connection with the exercise or payment of

and (iv) the number of shares that are surrendered or withheld in payment of the exercise price of any award or any tax withholding requirements in connection with any award granted under the 2011 Plan or the 2007 Plan.

The total number of shares of our common stock that may be subject to awards under the 2021 Plan is equal to 1,000,000 shares, plus:

(i) any shares available for issuance and not subject to an award under the 2007 Plan or the 2011 Plan, which was 545,729 in aggregate at the time of the approval of the 2021 Plan;

(ii) the number of shares with respect to which awards granted under the 2021 Plan, the 2011 Plan or the 2007 Plan terminate without the issuance of the shares or where the shares are forfeited or repurchased;

(iii) with respect to awards granted under the 2021 Plan, the 2011 Plan and the 2007 Plan, the number of shares that are not issued as a result of the award being settled for cash or otherwise not issued in connection with the exercise or payment of the award;

The 2021 Plan terminates in February 2032 , and awards may be granted at any time during the life of the 2021 Plan.

5 unchanged sentences

To date, we have not settled or been under any obligation to settle any awards in cash.

The following table summarizes activity from our incentive stock plans from September 30, 2021 through December 31, 2021:

The following table summarizes activity from our incentive stock plans from September 30, 2021 through March 31, 2022:

Options Outstanding

3 unchanged sentences

Balance as of September 30, 2021

Shares authorized

Options cancelled/forfeited/expired

3 unchanged sentences

Additional shares of stock issued

Balance as of December 31, 2021

Exercisable as of December 31, 2021

No options were granted for the three months ended December 31, 2020 and 2021.

The total intrinsic value of options exercised during the three months ended December 31, 2020 and 2021, was $ 1.1 million.

Balance as of March 31, 2022

Exercisable as of March 31, 2022

No options were granted for the six months ended March 31, 2021 and 2022.

The total intrinsic value of options exercised during the six months ended March 31, 2021 and 2022, was $ 1.6 million and $ 1.1 million, respectively.

We used the Black-Scholes model to estimate the fair value of options granted.

19 unchanged sentences

Three Months Ended

Six Months Ended

Dividend yield

1 unchanged sentence

Expected life

As of December 31, 2021, we have issued 1,161,946 shares of common stock under our Stock Purchase Plan since its inception.

As of March 31, 2022, we have issued 1,161,946 shares of common stock under our Stock Purchase Plan since its inception.

RESTRICTED STOCK AWARDS:

We have granted non-vested (restricted) stock awards (“restricted stock”) and restricted stock units (“RSUs”) to employees, directors, and officers pursuant to the 2011 Plan and the 2007 Plan.

We have granted non-vested (restricted) stock awards (“restricted stock”) and restricted stock units (“RSUs”) to employees, directors, and officers pursuant to the 2021 Plan, the 2011 Plan and the 2007 Plan.

The restricted stock awards and RSUs have varying vesting periods, but generally become fully vested between two and four years after the grant date, depending on the specific award, performance targets met for performance-based awards granted to officers, and vesting period for time-based awards.

2 unchanged sentences

Accordingly, the fair value of the restricted stock awards, including performance-based awards, is measured on the grant date and recognized in earnings over the requisite service period for each separately vesting portion of the award.

The following table summarizes restricted stock award activity from September 30, 2021 through December 31, 2021:

The following table summarizes restricted stock award activity from September 30, 2021 through March 31, 2022:

Shares/ Units

6 unchanged sentences

Awards forfeited

Non-vested balance as of December 31, 2021

As of December 31, 2021, we had approximately $ 28.2 million of total unrecognized compensation cost, assuming applicable performance conditions are met, related to non-vested restricted stock awards.

Non-vested balance as of March 31, 2022

As of March 31, 2022, we had approximately $ 24.6 million of total unrecognized compensation cost, assuming applicable performance conditions are met, related to non-vested restricted stock awards.

We expect to recognize that cost over a weighted average period of 2.4 years.

2 unchanged sentences

Three Months Ended

Six Months Ended

Weighted average common shares outstanding used in

3 unchanged sentences

used in calculating diluted net income per share

For the three months ended December 31, 2020 and 2021, there were 30,807 and 328,185 weighted average shares of options and non-vested restricted stock outstanding, respectively, that were not included in the computation of diluted net income per share because the options’ exercise prices or non-vested restricted stock prices were greater than the average market price of our common stock, and therefore, their effect would be anti-dilutive.

For the three months ended March 31, 2021 and 2022, there were no weighted average shares of options and non-vested restricted stock outstanding and 153,825 weighted average shares of options and non-vested restricted stock outstanding, respectively, that were not included in the computation of diluted net income per share because the options’ exercise prices or non-vested restricted stock prices were greater than the average market price of our common stock, and therefore, their effect would be anti-dilutive.

For the six months ended March 31, 2021 and 2022, there were 104 and 63,924 weighted average shares of options and non-vested restricted stock outstanding, respectively, that were not included in the computation of diluted net income per share because the options’ exercise prices or non-vested restricted stock prices were greater than the average market price of our common stock, and therefore, their effect would be anti-dilutive.

COMMITMENTS AND CONTINGENCIES:

We are party to various legal actions arising in the ordinary course of business.

While it is not feasible to determine the actual outcome of these actions as of December 31, 2021, we believe that these matters should not have a material adverse effect on our unaudited condensed consolidated financial condition, results of operations, or cash flows.

While it is not feasible to determine the actual outcome of these actions as of March 31, 2022, we believe that these matters should not have a material adverse effect on our unaudited condensed consolidated financial condition, results of operations, or cash flows.

SEGMENT INFORMATION:

10 unchanged sentences

Retail Operations.

As of December 31, 2021, the Retail Operations segment includes the sale of new and used recreational boats, including pleasure and fishing boats, with a focus on premium brands in each segment.

As of March 31, 2022, the Retail Operations segment includes the sale of 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.

1 unchanged sentence

we arrange related boat financing, insurance, and extended service contracts;

and we offer boat and yacht brokerage sales;

and yacht charter services.

we offer boat and yacht brokerage sales;

and we offer yacht charter services.

In the British Virgin Islands we offer the charter of catamarans, through MarineMax Vacations.

2 unchanged sentences

Product Manufacturing.

As of December 31, 2021, the Product Manufacturing segment includes activity of Cruisers Yachts and Intrepid.

As of March 31, 2022, the Product Manufacturing segment includes activity of Cruisers Yachts and Intrepid.

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

4 unchanged sentences

The Product Manufacturing segment supplies our Retail Operations segment along with various independent dealers.

The following table sets forth revenue and income from operations for each of the Company’s reportable segments for the three months ended December 31,

The following table sets forth revenue and income from operations for each of the Company’s reportable segments for the three and six months ended March 31,

Three Months Ended

Six Months Ended

(Amounts in thousands)

8 unchanged sentences

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 1. Financial Statements