MARINEMAX INC

Previous wording

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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; 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; inclement weather and our ability to mitigate impacts of adverse weather conditions through geographic diversity; certain specific and isolated events; our future estimates, assumptions and judgments, including statements regarding whether such estimates, assumptions and judgments could have a material adverse effect on our operating results; the impact of changes in accounting policy and standards; the impact of our core strengths and retailing strategies on our growth and earnings potential; impacts of steps taken to counteract weak market conditions; our plans to accelerate our growth through acquisitions and new store openings; our belief that our existing capital resources will be sufficient to finance our operations for at least the next 12 months, and thereafter for the foreseeable future, except for possible significant acquisitions; the seasonality and cyclicality of our business and the effect of such seasonality and cyclicality on our business, financial results and inventory levels; and the Company’s ability to manage growth effectively. Actual results could differ materially from those currently anticipated as a result of a number of factors, including those set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

Current wording

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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; 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; inclement weather and our ability to mitigate impacts of adverse weather conditions through geographic diversity; certain specific and isolated events; our future estimates, assumptions and judgments, including statements regarding whether such estimates, assumptions and judgments could have a material adverse effect on our operating results; the impact of changes in accounting policy and standards; the impact of our core strengths and retailing strategies on our growth and earnings potential; impacts of steps taken to counteract weak market conditions; our plans to accelerate our growth through acquisitions; our belief that our existing capital resources will be sufficient to finance our operations for at least the next 12 months, and thereafter for the foreseeable future, except for possible significant acquisitions; the seasonality and cyclicality of our business and the effect of such seasonality and cyclicality on our business, financial results and inventory levels; and the Company’s ability to manage growth effectively. Actual results could differ materially from those currently anticipated as a result of a number of factors, including those set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

Previous wording

In October 2023, we acquired AGY, a luxury charter management agency based in Athens, Greece. In March 2024, we acquired Williams, a premier distributor and retailer for UK-based Williams Jet Tenders Ltd., the world’s leading manufacturer of rigid inflatable jet tenders for the luxury yacht market. In March 2024, we also acquired Native Marine, a boat dealer based in Islamorada, Florida. In October 2024, our Cruisers Yachts subsidiary assumed the rights to MasterCraft's Aviara brand of luxury dayboats. In January 2025, we acquired the service and parts departments at our retail location in Panama City Beach, Florida. In March 2025, we acquired Shelter Bay Marina in Marathon, Florida.

Current wording

In October 2024, our Cruisers Yachts subsidiary assumed the rights to MasterCraft's Aviara brand of luxury dayboats. In January 2025, we acquired the service and parts departments at our retail location in Panama City Beach, Florida. In March 2025, we acquired Shelter Bay Marina in Marathon, Florida.

Previous wording

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

Current wording

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.

Previous wording

Gross Profit. Gross profit decreased $9.2 million, or 5.4%, to $160.5 million for the three months ended December 31, 2025, from $169.7 million for the three months ended December 31, 2024. Gross profit as a percentage of revenue decreased to 31.8% for the three months ended December 31, 2025, from 36.2% for the three months ended December 31, 2024. The decrease in gross profit as a percentage of revenue was attributable to the increased promotional environment due to challenging retail conditions and mix of sales, partially offset by increased contributions from our higher-margin businesses.

Current wording

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.

Previous wording

Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased $24.9 million, or 19.1% to $155.6 million for the three months ended December 31, 2025, from $130.7 million for the three months ended December 31, 2024. The increase in selling, general, and administrative expenses was primarily the result of changes in the fair value of contingent consideration liabilities which lowered selling, general, and administrative expenses for the three months ended December 31, 2024. Excluding changes in the fair value of contingent consideration, hurricane and tornado expenses, intangible amortization, restructuring charges, and transaction and other costs, selling, general and administrative expenses increased $1.6 million for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024.

Current wording

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.

Previous wording

Interest Expense. Interest expense decreased $2.8 million to $15.9 million for the three months ended December 31, 2025, from $18.7 million for the three months ended December 31, 2024. The decrease in interest expense was primarily the result of decreased borrowings from lower inventory levels and lower interest rates.

Current wording

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

Previous wording

Income Taxes. Income tax decreased $4.9 million to benefit of $2.8 million, for the three months ended December 31, 2025, from a provision of $2.1 million for the three months ended December 31, 2024. The effective income tax rate for the three months ended December 31, 2025 and 2024 was 26.0% and 10.4%, respectively. The increase in the effective income tax rate is due mainly to non-cash tax benefits related to the change in tax status of certain foreign entities recorded during the three months ended December 31, 2024.

Current wording

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.

Previous wording

For the three months ended December 31 2025, cash provided by operating activities was approximately $16.9 million. For the three months ended December 31 2024, cash used in operating activities was approximately $146.1 million. For the three months ended December 31, 2025, cash provided by operating activities was primarily related to our net loss adjusted for non-cash expenses and gains such as depreciation and amortization expense, deferred income tax benefit, and stock-based compensation expense, decreases in accounts receivable, decreases in prepaid expenses and other assets, and increases in contract in contract liabilities (customer deposits), partially offset by decreases in accounts payable and decreases in accrued expenses and other liabilities. For the three months ended December 31, 2024, cash used in operating activities was primarily related to increases in inventory, decreases in accounts payable, decreases in contract liabilities (customer deposits), partially offset by our net income adjusted for non-cash expenses and gains such as depreciation and amortization expense, deferred income tax provision, and stock-based compensation expense.

Current wording

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.

Previous wording

For the three months ended December 31, 2025, cash provided by investing activities was approximately $2.6 million. For the three months ended December 31, 2024, cash used in investing activities was approximately $6.5 million. For the three months ended December 31, 2025, cash provided by investing activities was primarily from proceeds from the sale of property and equipment and other assets, partially offset by the purchase property and equipment associated with improving existing retail facilities. For the three months ended December 31, 2024, cash used in investing activities was primarily used to purchase property and equipment associated with improving existing retail facilities, partially offset by proceeds from the sale of property and equipment and other assets and proceeds from the acquisition of a trade name.

Current wording

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.

Previous wording

For the three months ended December 31, 2025, cash used in financing activities was approximately $25.2 million. For the three months ended December 31, 2024, cash provided by financing activities was approximately $74.7 million. For the three months ended December 31, 2025, cash used in financing activities was primarily attributable to net decreases in short-term borrowings, which solely consisted of the Floor Plan, payments on long-term debt and payments on tax withholdings for equity awards, partially offset by net proceeds from issuance of common stock under incentive compensation and employee purchase plans. For the three months ended December 31, 2024, cash provided by financing activities was primarily attributable to net increases in short-term borrowings, which solely consisted of the Floor Plan, and net proceeds from issuance of common stock under incentive compensation and employee purchase plans, partially offset by payments on long-term debt and payments on tax withholdings for equity awards.

Current wording

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.

Previous wording

As of December 31, 2025, our indebtedness associated with our short-term borrowings, which solely consisted of the Floor Plan, and our long-term debt, totaled approximately $702.7 million and $347.5 million, respectively. As of December 31, 2025, short-term borrowings, which solely consisted of the Floor Plan, and long-term debt recorded on the Unaudited Condensed Consolidated Balance Sheets included unamortized debt issuance costs of approximately $0.7 million and $1.2 million, respectively. 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.

Current wording

As of March 31, 2026, our indebtedness associated with our short-term borrowings, which solely consisted of the Floor Plan, and our long-term debt, totaled approximately $689.9 million and $338.7 million, respectively. As of March 31, 2026, short-term borrowings, which solely consisted of the Floor Plan, and long-term debt recorded on the Unaudited Condensed Consolidated Balance Sheets included unamortized debt issuance costs of approximately $0.6 million and $1.0 million, respectively. Refer to Note 10 of the Notes to the Consolidated Financial Statements for disclosure of borrowing availability, interest rates, and terms of our short-term borrowings (Floor Plan) and long-term debt.

Previous wording

Except as specified in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the Unaudited Condensed Consolidated Financial Statements in the “Financial Statements (Unaudited)”, we have no material commitments for capital for the next 12 months. Based on the information currently available to us (including the potential re-emergence of or increase in inflation, the effects of potentially higher interest rates, the effects of new, increased or reciprocal tariffs and potential recession, all of which are uncertain), we believe that the cash generated from sales and our existing capital resources will be adequate to meet our liquidity and capital requirements for at least the next 12 months, and thereafter for the foreseeable future, except in the case of possible significant acquisitions.

Current wording

Except as specified in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the Unaudited Condensed Consolidated Financial Statements in the “Financial Statements (Unaudited)”, we have no material commitments for capital for the next 12 months. Based on the information currently available to us (including the potential re-emergence of or increase in inflation, the effects of potentially higher interest rates, the effects of new, increased or reciprocal tariffs, the effects of the Iranian conflict and potential recession, all of which are uncertain), we believe that the cash generated from sales and our existing capital resources will be adequate to meet our liquidity and capital requirements for at least the next 12 months, and thereafter for the foreseeable future, except in the case of possible significant acquisitions.