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Item 1. Financial Statements

2022-07-28 compared with 2022-05-03 · 112 added, 100 removed, 527 unchanged (29% of the section changed)

5 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Cost of sales

14 unchanged sentences

Three Months Ended

Six Months Ended

Other comprehensive (loss) income, net of tax:

Nine Months Ended

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments

Interest rate swap contract

Total other comprehensive (loss) income, net of tax

Total other comprehensive income (loss), 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 March 31, 2022

as of September 30, 2021 and June 30, 2022

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

28,798,700 shares issued and 21,821,842 and 21,531,679 shares outstanding as of

September 30, 2021 and March 31, 2022, respectively

September 30, 2021 and June 30, 2022, respectively

Additional paid-in capital

Accumulated other comprehensive income

Accumulated other comprehensive income (loss)

Retained earnings

Treasury stock, at cost, 6,767,021 and 7,267,021 shares held as of September 30, 2021

and March 31, 2022, respectively

and June 30, 2022, respectively

Total shareholders’ equity

7 unchanged sentences

Shareholders’

Income (loss)

BALANCE, September 30, 2021

13 unchanged sentences

BALANCE, March 31, 2022

Shares issued pursuant to employee stock purchase plan

Purchase of treasury stock

Shares issued upon vesting of equity awards,

net of minimum tax withholding

Stock-based compensation

Other comprehensive loss

BALANCE, June 30, 2022

See accompanying Notes to Condensed Consolidated Financial Statements.

MARINEMAX, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Shareholders’ Equity

(Amounts in thousands, except share data)

Comprehensive

Shareholders’

Income (loss)

BALANCE, September 30, 2020

12 unchanged sentences

BALANCE, March 31, 2021

Purchase of treasury stock

Shares issued pursuant to employee stock purchase plan

Shares issued upon exercise of stock options

Stock-based compensation

Other comprehensive income

BALANCE, June 30, 2021

See accompanying Notes to Condensed Consolidated Financial Statements

3 unchanged sentences

(Amounts in thousands)

Six Months Ended March 31,

Nine Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

1 unchanged sentence

Depreciation and amortization

Deferred income tax provision

Loss (gain) on sale of property and equipment

Deferred income tax provision, net of effects of acquisitions

Gain on sale of property and equipment

Proceeds from insurance settlements

2 unchanged sentences

Accounts receivable, net

Inventories, net

Prepaid expenses and other assets

24 unchanged sentences

Effect of exchange rate changes on cash

NET DECREASE IN CASH AND CASH EQUIVALENTS

NET INCREASE IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS, beginning of period

13 unchanged sentences

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

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.

As of June 30, 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.

29 unchanged sentences

Unfavorable local, regional, national, or global economic developments or uncertainties regarding future economic prospects could reduce consumer spending in the markets we serve and adversely affect our business.

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.

Economic conditions in areas in which we operate locations, 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 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.

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

The operating results for the nine months ended June 30, 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.

2 unchanged sentences

Effective May 2, 2021, our reportable segments changed as a result of the Company’s acquisition of Cruisers Yachts, which changed management’s reporting structure and operating activities.

We now report our operations through two new reportable segments:

We now report our operations through two reportable segments:

Retail Operations and Product Manufacturing.

2 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 March 31, 2022 (the “acquired dealers,” and together with the brokerage and repair operations, “operating subsidiaries” or the “acquired companies”).

and the 32 recreational boat dealers, five boat brokerage operations, two full-service yacht repair operations, and two manufacturers acquired as of June 30, 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.

3 unchanged sentences

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, which requires contract assets and contract liabilities (i.e., unearned revenue) acquired in a business combination to be recognized and measured in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers.

This guidance is effective for interim and annual periods beginning after December 15, 2022.

We are currently evaluating the impact that this standard will have on our consolidated financial statements.

The Company has early adopted ASU 2021-08 as of October 1, 2021, on a prospective basis.

The impact of the adoption of ASU 2021-08 had an immaterial impact on the Company’s Unaudited Condensed Consolidated Financial Statements as of June 30, 2022.

FAIR VALUE MEASUREMENTS:

6 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:

March 31, 2022

June 30, 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 six months ended March 31, 2021 and 2022.

There were no transfers between the valuation hierarchy Levels 1, 2, and 3 for the nine months ended June 30, 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 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:

The following tables set forth the changes in fair value of our contingent consideration liabilities, which reflect Level 3 inputs, for the nine months ended June 30, 2021 and 2022:

Contingent Consideration Liabilities

4 unchanged sentences

Change in fair value and net present value of contingency

Ending balance - March 31, 2022

Ending balance - June 30, 2022

Contingent Consideration Liabilities

4 unchanged sentences

Change in fair value and net present value of contingency

Ending balance - March 31, 2021

Ending balance - June 30, 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.

1 unchanged sentence

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 March 31, 2022:

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

September 30, 2021

March 31, 2022

June 30, 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 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 base the chargeback allowance, which was not material to the Unaudited Condensed Consolidated Financial Statements taken as a whole as of June 30, 2022, 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 $ 6.3 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.

At the time of acceptance, the dealer is able to direct the use of, and obtain substantially all of the benefits of, the yacht.

We have elected to record shipping and handling activities that occur after the dealer has obtained control of the yacht as a fulfillment activity.

Contract assets, recorded in prepaid expenses and other current assets, totaled approximately $ 5.7 million and $ 6.9 million as of September 30, 2021 and June 30, 2022, respectively.

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

At the time of acceptance, the dealer or customer is able to direct the use of, and obtain substantially all of the benefits of, the yacht.

We have elected to record shipping and handling activities that occur after the dealer or customer has obtained control of the yacht as a fulfillment activity.

Contract liabilities primarily consist of customer deposits.

2 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 and six months ended March 31,

The following table sets forth percentages on the timing of revenue recognition for the three and nine months ended June 30,

Retail Operations

6 unchanged sentences

Product Manufacturing

Six Months Ended

Nine Months Ended

Goods and services transferred at a point in time

4 unchanged sentences

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

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 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.

As of June 30, 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 right-of-use (“ROU”) assets and operating lease liabilities in the accompanying Unaudited Condensed Consolidated Balance Sheets.

For the three months ended June 30, 2021 and 2022, operating lease expenses recorded in selling, general, and administrative expenses were approximately $ 6.0 million and $ 6.0 million, respectively.

For the nine months ended June 30, 2021 and 2022, operating lease expenses recorded in selling, general, and administrative expenses were approximately $ 18.3 million and $ 17.6 million, respectively.

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

We do not have any significant leases that have not yet commenced but that create significant rights and obligations for us.

We have elected the practical expedient under ASC 842 to not separate lease and nonlease components.

We do not have any significant leases that have

not yet commenced but that create significant rights and obligations for us.

We have elected the practical expedient under ASC Topic 842 to not separat e lease and nonlease components.

Our real estate and equipment leases often require that we pay maintenance in addition to rent.

11 unchanged sentences

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 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:

As of June 30, 2022, the weighted-average discount rate used was approximately 5.5 %.

As of June 30, 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:

Six Months Ended

Nine Months Ended

(Amounts in thousands)

11 unchanged sentences

We utilize our historical experience, the aging of the inventories, and our consideration of current market trends as the basis for determining a lower of cost or net realizable value.

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 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.

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 the lower of cost or net realizable value.

If events occur and market conditions change, the net realizable value of our inventories could change.

Inventories, net consisted of the following as of:

September 30, 2021

March 31, 2022

June 30, 2022

(Amounts in thousands)

New and used boats, motors, and trailers

In transit inventory and deposits

Parts, accessories, and other

2 unchanged sentences

Inventories, net

IMPAIRMENT OF LONG-LIVED ASSETS:

FASB ASC 360-10-40, “Property, Plant, and Equipment — Impairment or Disposal of Long-Lived Assets” (“ASC 360-10-40”), requires that long-lived assets, such as property and equipment and purchased intangibles subject to amortization, be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of the asset (or asset group) is measured by comparison of its carrying amount to undiscounted future net cash flows the asset (or asset group) is expected to generate over the remaining life of the asset (or asset group).

If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset (or asset group) exceeds its fair market value.

Estimates of expected future cash flows represent our best estimate based on currently available information and reasonable and supportable assumptions.

Our impairment loss calculations contain uncertainties because they require us to make assumptions and to apply judgment in order to estimate expected future cash flows.

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 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”).

For business combinations, the excess of the purchase price over the estimated fair value of net assets acquired in a business combination is recorded as goodwill.

In April 2022, through Northrop & Johnson, we acquired Superyacht Management, S.A.R.L., better known as SYM, a superyacht management company based in Golfe-Juan, France.

In November 2021, we completed acquisitions for Intrepid, a premier manufacturer of powerboats, and Texas MasterCraft, a watersports dealer in Northern Texas, for aggregate consideration of approximately $ 67.2 million (net of cash acquired of $ 9.4 million), including estimated contingent consideration of $ 6.0 million.

Tangible assets acquired, net of liabilities and cash acquired, totaled approximately $ 20.3 million;

Tangible assets acquired, net of liabilities assumed and cash acquired, totaled approximately $ 20.3 million;

intangible assets acquired totaled $ 7.3 million;

6 unchanged sentences

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 $ 246.3 million in goodwill and other intangible assets as of September 30, 2021 and March 31, 2022, respectively.

In total, current and previous acquisitions have resulted in the recording of $ 201.1 million and $ 248.2 million in goodwill and other intangible assets as of September 30, 2021 and June 30, 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 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 six months ended March 31, 2022:

As of June 30, 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 did not perform a quantitative goodwill impairment .

The following table sets forth the changes in carrying amount of goodwill by reportable segment during the nine months ended June 30, 2022:

Retail Operations

4 unchanged sentences

Foreign currency translation

Balance as of March 31, 2022

Balance as of June 30, 2022

INCOME TAXES:

3 unchanged sentences

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 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 .

During the three months ended June 30, 2021 and 2022, we recognized an income tax provision of $ 20.7 million and $ 24.1 million, respectively.

During the nine months ended June 30, 2021 and 2022, we recognized an income tax provision of $ 40.6 million and $ 52.4 million, respectively.

The effective income tax rate for the three months ended June 30, 2021 and 2022 was 25.7 % and 25.6 %, respectively .

The effective income tax rate for the nine months ended June 30, 2021 and 2022 was 24.9 % and 24.7 %, 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 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.

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

As of June 30, 2022, 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 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 of June 30, 2022, our indebtedness associated with financing our inventory and working capital needs totaled approximately $ 107.5 million and included unamortized debt issuance costs of approximately $ 0.3 million.

As of June 30, 2021 and 2022, the interest rate on the outstanding short-term borrowings was approximately 4.2 %.

As of June 30, 2022, our additional available borrowings under our Credit Facility were approximately $ 62.9 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

March 31, 2022

June 30, 2022

(Amounts in thousands)

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

Mortgage facility payable to Flagship Bank bearing interest at 3.0 % as of June 30,

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 3.38 % as of

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

June 30, 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 3.38 % as of

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

June 30, 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 March 31, 2022 ( base minus 25 basis points with a floor of 3.00 % ).

4.50 % as of June 30, 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 $ 25.3 million at March 31, 2022.

were approximately $ 24.9 million at June 30, 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 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.

During the three months ended June 30, 2021 and 2022, we recognized stock-based compensation expense of approximately $ 2.5 million and $ 3.9 million, respectively, and for the nine months ended June 30, 2021 and 2022, we recognized stock-based compensation expense of approximately $ 6.9 million and $ 11.1 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 June 30, 2021 and 2022, was approximately $ 0.9 million and $ 1.0 million, respectively.

Cash received from option exercises under all share-based compensation arrangements for the nine months ended June, 2021 and 2022, was approximately $ 2.6 million and $ 2.1 million, respectively.

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

15 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 March 31, 2022:

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

Options Outstanding

9 unchanged sentences

Additional shares of stock issued

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.

Balance as of June 30, 2022

Exercisable as of June 30, 2022

No options were granted for the nine months ended June 30, 2021 and 2022.

The total intrinsic value of options exercised during the nine months ended June 30, 2021 and 2022, was $ 1.8 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

Nine Months Ended

Dividend yield

1 unchanged sentence

Expected life

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

As of June 30, 2022, we have issued 1,191,779 shares of common stock under our Stock Purchase Plan since its inception.

RESTRICTED STOCK AWARDS:

4 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 March 31, 2022:

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

Shares/ Units

6 unchanged sentences

Awards forfeited

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.

Non-vested balance as of June 30, 2022

As of June 30, 2022, we had approximately $ 21.0 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 2.2 years.

2 unchanged sentences

Three Months Ended

Six Months Ended

Nine 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 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.

For the three months ended June 30, 2021 and 2022, there were no weighted average shares of options and non-vested restricted stock outstanding and 89,518 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 nine months ended June 30, 2021 and 2022, there were 578 and 71,455 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 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.

While it is not feasible to determine the actual outcome of these actions as of June 30, 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:

1 unchanged sentence

Effective May 2, 2021, our operating segments changed as a result of the Company’s acquisition of Cruisers Yachts, which changed management’s reporting structure and operating activities.

We now report our operations through two new operating segments, which are also reporting segments:

We now report our operations through two operating segments, which are also reporting segments:

Retail Operations and Product Manufacturing.

6 unchanged sentences

Retail Operations.

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.

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.

7 unchanged sentences

Product Manufacturing.

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

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 and six months ended March 31,

The following table sets forth revenue and income from operations for each of the Company’s reportable segments for the three and nine months ended June 30,

Three Months Ended

Six Months Ended

Nine 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