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; 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; 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

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.

Current wording

The following discussion compares the three and nine months ended June 30, 2026, with the three and nine months ended June 30, 2025, and should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements, including the related notes thereto, appearing elsewhere in this report.

Previous wording

Revenue. Revenue decreased $67.4 million, or 6.1%, to $1,032.6 million for the six months ended March 31, 2026, from $1,100.0 million for six months ended March 31, 2025. The decrease was due to a decrease of $47.2 million or 4.4% in comparable-store sales and a $20.2 million net decrease primarily from closed stores and manufacturing revenue that are not eligible for inclusion in comparable-store sales. The comparable-store decreases were primarily driven by decreases in new and used boat revenue as a result of the challenging retail environment, ongoing economic uncertainty, evolving trade policies and geopolitical tensions, including the Iran conflict.

Current wording

Revenue. Revenue decreased $45.9 million, or 7.0%, to $611.3 million for the three months ended June 30, 2026, from $657.2 million for three months ended June 30, 2025. The decrease was due to a decrease of $46.8 million or 7.1% in comparable-store sales, partially offset by a $0.9 million net increase primarily from manufacturing revenue that is not eligible for inclusion in comparable-store sales. The comparable-store decrease was primarily driven by decreases in new and used boat revenue, as a result of the challenging retail environment, ongoing economic uncertainty, evolving trade policies and geopolitical tensions, including the Iran conflict.

Previous 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.

Current wording

Gross Profit. Gross profit increased $18.5 million, or 9.3%, to $218.1 million for the three months ended June 30, 2026, from $199.6 million for the three months ended June 30, 2025. Gross profit as a percentage of revenue increased to 35.7% for the three months ended June 30, 2026, from 30.4% for the three months ended June 30, 2025. The increase in gross profit as a percentage of revenue was attributable to a greater mix of sales, improvements in our higher-margin businesses, and to a lesser degree tariff refunds received related to current and previous boat sales.

Previous 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.

Current wording

Interest Expense. Interest expense decreased $2.6 million to $14.3 million for the three months ended June 30, 2026, from $16.9 million for the three months ended June 30, 2025. The decrease in interest expense was primarily the result of decreased borrowings from lower inventory levels and lower interest rates.

Previous 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.

Current wording

Income Taxes. Income tax increased $13.8 million to a provision of $7.3 million for the three months ended June 30, 2026, from a benefit of $6.5 million for the three months ended June 30, 2025. The effective income tax rate for the three months ended June 30, 2026 and 2025 was 31.7% and 11.1%, respectively. The primary driver of the change in the effective tax rate was the Company's increased profitability. The Company generated pre-tax income for the three months ended June 30, 2026, compared to a pre-tax loss for the three months ended June 30, 2025.

Previous wording

Revenue. Revenue decreased $104.1 million, or 16.5%, to $527.4 million for the three months ended March 31, 2026, from $631.5 million for three months ended March 31, 2025. The decrease was due to a decrease of $95.7 million or 15.4% in comparable-store sales and a $8.4 million net decrease primarily from closed stores and manufacturing revenue that are not eligible for inclusion in comparable-store sales. The comparable-store decreases were primarily driven by decreases in new and used boat revenue as a result of the challenging retail environment, ongoing economic uncertainty, evolving trade policies and geopolitical tensions, including the Iran conflict.

Current wording

Revenue. Revenue decreased $113.3 million, or 6.4%, to $1,643.8 million for the nine months ended June 30, 2026, from $1,757.1 million for nine months ended June 30, 2025. The decrease was due to a decrease of $93.9 million or 5.4% in comparable-store sales and a $19.4 million net decrease primarily from closed stores and manufacturing revenue that are not eligible for inclusion in comparable-store sales. The comparable-store decrease was primarily driven by decreases in new and used boat revenue as a result of the challenging retail environment, ongoing economic uncertainty, evolving trade policies and geopolitical tensions, including the Iran conflict.

Previous wording

Gross Profit. Gross profit decreased $17.4 million, or 4.8%, to $341.8 million for the six months ended March 31, 2026, from $359.2 million for the six months ended March 31, 2025. Gross profit as a percentage of revenue increased to 33.1% for the six months ended March 31, 2026, from 32.7% for the six months ended March 31, 2025. The increase in gross profit as a percentage of revenue was attributable to a greater mix of sales and improvements in our higher-margin businesses.

Current wording

Gross Profit. Gross profit increased $1.0 million, or 0.2%, to $559.8 million for the nine months ended June 30, 2026, from $558.8 million for the nine months ended June 30, 2025. Gross profit as a percentage of revenue increased to 34.1% for the nine months ended June 30, 2026, from 31.8% for the nine months ended June 30, 2025. The increase in gross profit as a percentage of revenue was attributable to a greater mix of sales, improvements in our higher-margin businesses, and to a lesser degree tariff refunds received related to boat sales.

Previous wording

Interest Expense. Interest expense decreased $6.4 million to $30.5 million for the six months ended March 31, 2026, from $36.9 million for the six months ended March 31, 2025. The decrease in interest expense was primarily the result of decreased borrowings from lower inventory levels and lower interest rates.

Current wording

Interest Expense. Interest expense decreased $9.1 million to $44.8 million for the nine months ended June 30, 2026, from $53.9 million for the nine months ended June 30, 2025. The decrease in interest expense was primarily the result of decreased borrowings from lower inventory levels and lower interest rates.

Previous wording

These cash needs historically have been financed with cash generated from operations and borrowings under the Amended Credit Facility (described below). Our ability to utilize the Amended Credit Facility to fund operations depends upon the collateral levels and compliance with the covenants of the Amended Credit Facility. Any turmoil in the credit markets and weakness in the retail markets may interfere with our ability to remain in compliance with the covenants of the Amended Credit Facility and therefore affect our ability to utilize the Amended Credit Facility to fund operations. As of March 31, 2026, we were in compliance with all covenants under the Amended Credit Facility. We currently depend upon dividends and other payments from our businesses and the Amended Credit Facility to fund our current operations and meet our cash needs. As the majority owner of each of our businesses, we determine the amounts of such distributions subject to applicable law, and currently, no agreements exist that restrict this flow of funds from our businesses.

Current wording

These cash needs historically have been financed with cash generated from operations and borrowings under the New Credit Facility (described below). Our ability to utilize the New Credit Facility to fund operations depends upon the collateral levels and compliance with the covenants of the New Credit Facility. Any turmoil in the credit markets and weakness in the retail markets may interfere with our ability to remain in compliance with the covenants of the New Credit Facility and therefore affect our ability to utilize the New Credit Facility to fund operations. As of June 30, 2026, we were in compliance with all covenants under the New Credit Facility. We currently depend upon dividends and other payments from our businesses and the New Credit Facility to fund our current operations and meet our cash needs. As the majority owner of each of our businesses, we determine the amounts of such distributions subject to applicable law, and currently, no agreements exist that restrict this flow of funds from our businesses. We believe that we have access to additional funds, if needed, through the capital markets or private placements to obtain financing under the current market conditions.

Previous 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.

Current wording

For the nine months ended June 30, 2026 and 2025, cash provided by operating activities was approximately $157.6 million and $11.4 million, respectively. For the nine months ended June 30, 2026, cash provided by operating activities was primarily related to our net income adjusted for non-cash expenses and gains such as depreciation and amortization expense, and stock-based compensation expense, decreases in accounts receivable, decreases in inventory, decreases in prepaid expenses and other assets and increases in contract in contract liabilities (customer deposits), and increases in accrued expenses and other liabilities, partially offset by decreases in accounts payable. For the nine months ended June 30, 2025, cash provided by operating activities was primarily related to net income adjusted for non-cash expenses and gains such as depreciation and amortization expense, changes in fair value of contingent consideration, goodwill impairment, and stock-based compensation expense, partially offset by increases in inventory, increases in accounts receivable, decreases in accounts payable, decreases in contract liabilities (customer deposits) and decreases in accrued expenses and other liabilities.

Previous 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.

Current wording

For the nine months ended June 30, 2026 and 2025, cash used in investing activities was approximately $13.3 million and $42.1 million, respectively. For the nine months ended June 30, 2026, cash used in investing activities was primarily used to purchase property and equipment associated with improving existing retail facilities, partially offset by proceeds from the sale of property and equipment and other assets, and proceeds from insurance settlements. For the nine months ended June 30, 2025, cash used in investing activities was primarily used to purchase property and equipment associated with improving existing retail facilities, acquisitions, and issuance of notes receivable, partially offset by proceeds from the sale of property and equipment and other assets, proceeds from the acquisition of a trade name, and proceeds from insurance settlements.

Previous 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.

Current wording

For the nine months ended June 30, 2026 and 2025, cash used in financing activities was approximately $139.2 million and $43.1 million, respectively. For the nine months ended June 30, 2026, cash used in financing activities was primarily attributable to net decreases in short-term borrowings, which solely consisted of the Floor Plan, payments on long-term debt, payments of debt issuance, debt extinguishments and other financing costs and payments on tax withholdings for equity awards, partially offset by net proceeds from issuance of common stock under incentive compensation and employee purchase plans. For the nine months ended June 30, 2025, cash used in financing activities was primarily attributable to payments on long-term debt, payments on tax withholdings for equity awards, contingent consideration payments from acquisitions, and purchases of treasury stock, partially offset by net increases in short-term borrowings, which solely consisted of the Floor Plan, proceeds from long-term debt, and net proceeds from issuance of common stock under incentive compensation and employee purchase plans.

Previous wording

We are party to the Amended Credit Facility with Manufacturers and Traders Trust Company as Administrative Agent, Swingline Lender, and Issuing Bank, Wells Fargo Commercial Distribution Finance, LLC, as Floor Plan Agent, and the lenders party thereto. The Amended Credit Facility provides the Company a line of credit with asset based borrowing availability (the "Floor Plan") of up to $950 million and establishes a revolving credit facility in the maximum amount of $100 million (including a $20 million swingline facility and a $20 million letter of credit sublimit), a delayed draw term loan facility to finance the acquisition of IGY Marinas in the maximum amount of $400 million, and a $100 million delayed draw mortgage loan facility. The maturity of each of the facilities is August 2027.

Current wording

We are party to the New Credit Facility with Manufacturers and Traders Trust Company as Administrative Agent, Swingline Lender, and Issuing Bank, Wells Fargo Commercial Distribution Finance, LLC, as Floor Plan Agent, and the lenders party thereto. The New Credit Facility provides the Company a line of credit with asset based borrowing availability (the "Floor Plan") of up to $950 million and establishes a revolving credit facility in the maximum amount of $150 million (including a $20 million swingline facility and a $20 million letter of credit sublimit). The maturity of each of the facilities is June 2031.

Previous wording

The interest rate is (a) for amounts outstanding under the Floor Plan, 3.45% above the one month secured term rate as administered by the CME Group Benchmark Administration Limited (CBA) (“SOFR”), (b) for amounts outstanding under the revolving credit facility or the term loan facility, a range of 1.50% to 2.0%, depending on the total net leverage ratio, above the one month, three month, or six month term SOFR rate, and (c) for amounts outstanding under the mortgage loan facility, 2.20% above the one month, three month, or six month term SOFR rate. The alternate base rate with a margin is available for amounts outstanding under the revolving credit, term, and mortgage loan facilities and the Euro Interbank Offered Rate plus a margin is available for borrowings in Euro or other currencies other than dollars under the revolving credit facility.

Current wording

The interest rate is (a) for amounts outstanding under the Floor Plan, 3.25% above the one month secured term rate as administered by the CME Group Benchmark Administration Limited (CBA) (“SOFR”), (b) for amounts outstanding under the revolving credit facility or the term loan facility, a range of 1.50% to 2.0%, depending on the total net leverage ratio, above the one month, three month, or six month term SOFR rate, and (c) for amounts outstanding under the mortgage loan facility, 2.20% above the one month, three month, or six month term SOFR rate. The alternate base rate with a margin is available for amounts outstanding under the revolving credit, term, and mortgage loan facilities, and the Euro Interbank Offered Rate plus a margin is available for borrowings in Euro under the revolving credit facility. Borrowings, if any, in other currencies approved as alternative currencies under the revolving credit facility bear interest at a separately designated benchmark rate plus a margin, as approved by the administrative agent and the lenders in connection with the approval of such currency.

Previous wording

Advances under the Floor Plan are initiated by the acquisition of eligible new and used inventory or are re-advanced against eligible new and used inventory that have been partially paid-off. Advances on new inventory will generally mature 1,080 days from the original invoice date. Advances on used inventory will mature 361 days from the date we acquire the used inventory. Each advance is subject to a curtailment schedule, which requires that we pay down the balance of each advance on a periodic basis starting six months after receiving such advance. The curtailment schedule varies based on the type and value of the inventory. The collateral for the Amended Credit Facility is primarily the Company’s inventory that is financed through the Amended Credit Facility and related accounts receivable. None of our real estate has been pledged for collateral for the Amended Credit Facility.

Current wording

Advances under the Floor Plan are initiated by the acquisition of eligible new and used inventory or are re-advanced against eligible new and used inventory that have been partially paid-off. Advances on new inventory will generally mature 1,080 days from the original invoice date. Advances on used inventory will mature 361 days from the date we acquire the used inventory. Each advance is subject to a curtailment schedule, which requires that we pay down the balance of each advance on a periodic basis starting six months after receiving such advance. The curtailment schedule varies based on the type and value of the inventory. The collateral for the New Credit Facility is primarily the Company’s inventory that is financed through the New Credit Facility and related accounts receivable. Certain of our real estate has been pledged for collateral under the mortgage loan facility component of the New Credit Facility.

Previous 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.

Current wording

As of June 30, 2026, our indebtedness associated with our short-term borrowings, which solely consisted of the Floor Plan, and our long-term debt, totaled approximately $608.3 million and $335.2 million, respectively. As of June 30, 2026, short-term borrowings, which solely consisted of the Floor Plan, and long-term debt recorded on the Unaudited Condensed Consolidated Balance Sheets included unamortized debt issuance costs of approximately $2.2 million and $1.7 million, respectively. Refer to Note 10 of the Notes to the Consolidated Financial Statements for disclosure of borrowing availability, interest rates, and terms of our short-term borrowings (Floor Plan) and long-term debt.