Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2017 | Apr. 30, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | HZO | |
Entity Registrant Name | MARINEMAX INC | |
Entity Central Index Key | 1,057,060 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 26,219,307 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 245,018 | $ 199,566 | $ 471,893 | $ 369,103 |
Cost of sales | 183,959 | 150,539 | 357,696 | 278,462 |
Gross profit | 61,059 | 49,027 | 114,197 | 90,641 |
Selling, general, and administrative expenses | 54,781 | 43,459 | 101,876 | 82,410 |
Income from operations | 6,278 | 5,568 | 12,321 | 8,231 |
Interest expense | 2,045 | 1,582 | 3,614 | 2,809 |
Income before income tax provision | 4,233 | 3,986 | 8,707 | 5,422 |
Income tax provision | 1,484 | 1,497 | 3,315 | 2,245 |
Net income | $ 2,749 | $ 2,489 | $ 5,392 | $ 3,177 |
Basic net income per common share | $ 0.11 | $ 0.10 | $ 0.22 | $ 0.13 |
Diluted net income per common share | $ 0.11 | $ 0.10 | $ 0.22 | $ 0.13 |
Weighted average number of common shares used in computing net income per common share: | ||||
Basic | 24,293,764 | 24,154,397 | 24,271,880 | 24,183,926 |
Diluted | 25,116,359 | 24,758,826 | 25,019,870 | 24,750,738 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Sep. 30, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 51,670 | $ 38,585 |
Accounts receivable, net | 36,941 | 24,583 |
Inventories, net | 404,686 | 321,978 |
Prepaid expenses and other current assets | 5,041 | 5,965 |
Total current assets | 498,338 | 391,111 |
Property and equipment, net of accumulated depreciation of $61,003 and $67,089 | 126,615 | 121,353 |
Goodwill and other long-term assets, net | 29,541 | 13,149 |
Deferred tax assets, net | 18,635 | 21,075 |
Total assets | 673,129 | 546,688 |
CURRENT LIABILITIES: | ||
Accounts payable | 24,927 | 9,597 |
Customer deposits | 25,896 | 30,129 |
Accrued expenses | 30,960 | 25,603 |
Short-term borrowings | 265,920 | 166,550 |
Total current liabilities | 347,703 | 231,879 |
Long-term liabilities | 4,635 | 2,336 |
Total liabilities | 352,338 | 234,215 |
SHAREHOLDERS' EQUITY: | ||
Preferred stock, $.001 par value, 1,000,000 shares authorized, none issued or outstanding as of September 30, 2016 and March 31, 2017 | ||
Common stock, $.001 par value, 40,000,000 shares authorized, 25,977,632 and 26,190,867 shares issued and 24,285,616 and 24,350,796 shares outstanding as of September 30, 2016 and March 31, 2017, respectively | 26 | 26 |
Additional paid-in capital | 246,326 | 241,058 |
Retained earnings | 108,604 | 103,212 |
Treasury stock, at cost, 1,692,016 and 1,840,071 shares held as of September 30, 2016 and March 31, 2017, respectively | (34,165) | (31,823) |
Total shareholders’ equity | 320,791 | 312,473 |
Total liabilities and shareholders’ equity | $ 673,129 | $ 546,688 |
Condensed Consolidated Balance4
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Sep. 30, 2016 |
Statement Of Financial Position [Abstract] | ||
Property and equipment, accumulated depreciation | $ 67,089 | $ 61,003 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 26,190,867 | 25,977,632 |
Common stock, shares outstanding | 24,350,796 | 24,285,616 |
Treasury stock, shares | 1,840,071 | 1,692,016 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - 6 months ended Mar. 31, 2017 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] |
Beginning Balance at Sep. 30, 2016 | $ 312,473 | $ 26 | $ 241,058 | $ 103,212 | $ (31,823) |
Beginning Balance, Shares at Sep. 30, 2016 | 25,977,632 | 25,977,632 | |||
Net income | $ 5,392 | 5,392 | |||
Purchase of treasury stock | (2,342) | (2,342) | |||
Shares issued pursuant to employee stock purchase plan | 435 | 435 | |||
Shares issued pursuant to employee stock purchase plan, Shares | 26,299 | ||||
Shares issued upon vesting of equity awards, net of minimum tax withholding | (87) | (87) | |||
Shares issued upon vesting of equity awards, net of minimum tax withholding, Shares | 9,087 | ||||
Shares issued upon exercise of stock options | 1,599 | 1,599 | |||
Shares issued upon exercise of stock options, Shares | 138,911 | ||||
Stock-based compensation | 3,321 | 3,321 | |||
Stock-based compensation, Shares | 38,938 | ||||
Ending Balance at Mar. 31, 2017 | $ 320,791 | $ 26 | $ 246,326 | $ 108,604 | $ (34,165) |
Ending Balance, Shares at Mar. 31, 2017 | 26,190,867 | 26,190,867 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 5,392 | $ 3,177 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 4,421 | 3,876 |
Deferred income tax provision | 2,440 | 2,151 |
Gain on sale of property and equipment and assets held for sale | (10) | (201) |
Stock-based compensation expense | 3,321 | 2,164 |
(Increase) decrease in — | ||
Accounts receivable, net | (12,014) | (13,125) |
Inventories, net | (60,492) | (71,604) |
Prepaid expenses and other assets | (145) | (2,040) |
Increase (decrease) in — | ||
Accounts payable | 15,330 | 13,342 |
Customer deposits | (4,477) | 6,620 |
Accrued expenses and long-term liabilities | 3,896 | 2,178 |
Net cash used in operating activities | (42,338) | (53,462) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (8,693) | (4,659) |
Net cash used in acquisition of businesses, primarily property and equipment and inventory | (18,725) | (9,288) |
Proceeds from sale of property and equipment and assets held for sale | 824 | 36 |
Net cash used in investing activities | (26,594) | (13,911) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net borrowings on short-term borrowings | 82,562 | 81,284 |
Net proceeds from issuance of common stock under incentive compensation and employee purchase plans | 2,034 | 610 |
Contingent acquisition consideration payments | (150) | |
Payments on tax withholdings for equity awards | (87) | (80) |
Purchase of treasury stock | (2,342) | (3,078) |
Net cash provided by financing activities | 82,017 | 78,736 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 13,085 | 11,363 |
CASH AND CASH EQUIVALENTS, beginning of period | 38,585 | 32,611 |
CASH AND CASH EQUIVALENTS, end of period | 51,670 | 43,974 |
Cash paid for: | ||
Interest | 3,808 | 2,819 |
Income taxes | $ 100 | 180 |
Non-cash items: | ||
Adjustment to retained earnings and deferred tax assets to adopt ASU 2016-09 | 5,197 | |
Exchange of equity interest for controlling interest | $ 2,860 |
Company Background
Company Background | 6 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Company Background | 1. COMPANY BACKGROUND: We are the largest recreational boat and yacht retailer in the United States. We engage primarily in the retail sale, brokerage, and service of new and used boats, motors, trailers, marine parts and accessories and offer slip and storage accommodations in certain locations. In addition, we arrange related boat financing, insurance, and extended service contracts. We also offer the charter of power and sailing yachts in the British Virgin Islands. As of March 31, 2017, we operated through 62 retail locations in 17 states, consisting of Alabama, California, Connecticut, Florida, Georgia, Maryland, Massachusetts, Minnesota, Missouri, New Jersey, New York, North Carolina, Ohio, Oklahoma, Rhode Island, South Carolina and Texas. Our MarineMax Vacations operation maintains a facility in Tortola, British Virgin Islands. We are the nation’s largest retailer of Sea Ray and Boston Whaler recreational boats and yachts, which are manufactured by Brunswick Corporation (“Brunswick”). Sales of new Brunswick boats accounted for approximately 40% of our revenue in fiscal 2016. Sales of new Sea Ray and Boston Whaler boats, both divisions of Brunswick, accounted for approximately 24% and 14%, respectively, of our revenue in fiscal 2016. Brunswick is a world leading manufacturer of marine products and marine engines. We believe we represented approximately 53% of Brunswick’s Sea Ray boat sales, during our fiscal 2016. We have dealership agreements with Sea Ray, Boston Whaler, Meridian, and Mercury Marine, all subsidiaries or divisions of Brunswick. We also have dealer agreements with Italy-based Azimut-Benetti Group’s product line for Azimut Yachts. These agreements allow us to purchase, stock, sell, and service these manufacturers’ boats and products. These agreements also allow us to use these manufacturers’ names, trade symbols, and intellectual property in our operations. We have multi-year dealer agreements with Brunswick covering Sea Ray products that appoint us as the exclusive dealer of Sea Ray boats in our geographic markets. We are the exclusive dealer for Boston Whaler through multi-year dealer agreements for many of our geographic markets. In addition, we are the exclusive dealer for Azimut Yachts for the entire United States through a multi-year dealer agreement. Sales of new Azimut boats accounted for approximately 11% of our revenue in fiscal 2016. We believe non-Brunswick brands offer a migration for our existing customer base or fill a void in our product offerings, and accordingly, do not compete with the business generated from our other prominent brands. As is typical in the industry, we deal with most of our manufacturers, other than Sea Ray, Boston Whaler, Meridian, and Azimut Yachts, under renewable annual dealer agreements, each of which gives us the right to sell various makes and models of boats within a given geographic region. Any change or termination of these agreements, or the agreements discussed above, for any reason, or changes in competitive, regulatory, or marketing practices, including rebate or incentive programs, could adversely affect our results of operations. Although there are a limited number of manufacturers of the type of boats and products that we sell, we believe that adequate alternative sources would be available to replace any manufacturer other than Sea Ray and Azimut as a product source. These alternative sources may not be available at the time of any interruption, and alternative products may not be available at comparable terms, which could affect operating results adversely. General economic conditions and consumer spending patterns can negatively impact our operating results. 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 52%, 53%, and 55% of our revenue during fiscal 2014, 2015, and 2016, respectively, can have a major impact on our operations. Local influences, such as corporate downsizing, military base closings, inclement weather such as Hurricane Sandy, 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. Consumer spending on luxury goods also may decline as a result of lower consumer confidence levels, even if prevailing economic conditions are favorable. As a result, an economic downturn could impact us more than certain of our competitors due to our strategic focus on a higher end of our market. Although we have expanded our operations during periods of stagnant or modestly declining industry trends, the cyclical nature of the recreational boating industry or the lack of industry growth may adversely affect our business, financial condition, and results of operations. Any period of adverse economic conditions or low consumer confidence is likely to have a negative effect on our business. Lower consumer spending resulting from a downturn in the housing market and other economic factors adversely affected our business in fiscal 2007, and continued weakness in consumer spending and depressed economic conditions had a substantial negative effect on our business and industry for several years after fiscal 2007. These conditions caused us to substantially reduce our acquisition program, delay new store openings, reduce our inventory purchases, engage in inventory reduction efforts, close a number of our retail locations, reduce our headcount, and amend and replace our credit facility. Acquisitions and new store openings remain important strategies to our company, and we have recently closed on certain acquisitions, and we plan to accelerate our growth through these strategies as economic conditions continue to improve. However, we cannot predict the length of unfavorable economic or industry conditions or the extent to which they will continue to adversely affect our operating results nor can we predict the effectiveness of the measures we have taken to address this environment. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 2. BASIS OF PRESENTATION: These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information, the instructions to Quarterly Report on Form 10-Q, and Rule 10-01 of Regulation S-X and should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended September 30, 2016. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. All adjustments, consisting of only normal recurring adjustments considered necessary for fair presentation, have been reflected in these unaudited condensed consolidated financial statements. As of March 31, 2017, our financial instruments consisted of cash and cash equivalents, accounts receivable, accounts payable, customer deposits, and short-term borrowings. The carrying amounts of our financial instruments reported on the balance sheet as of March 31, 2017, approximated fair value due either to length to maturity or existence of variable interest rates, which approximate prevailing market rates. The operating results for the three and six months ended March 31, 2017, 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. Significant estimates made by us in the accompanying unaudited condensed consolidated financial statements include valuation allowances, valuation of goodwill and intangible assets, valuation of long-lived assets, and valuation of accruals. Actual results could differ from those estimates. Unless the context otherwise requires, all references to “MarineMax” mean MarineMax, Inc. prior to its acquisition of five previously independent recreational boat dealers in March 1998 (including their related real estate companies) and all references to the “Company,” “our company,” “we,” “us,” and “our” mean, as a combined company, MarineMax, Inc. and the 27 recreational boat dealers, two boat brokerage operations, and two full-service yacht repair operations acquired as of March 31, 2017 (the “acquired dealers,” and together with the brokerage and repair operations, “operating subsidiaries” or the “acquired companies”). In order to provide comparability between periods presented, certain amounts have been reclassified from the previously reported unaudited condensed consolidated financial statements to conform to the unaudited condensed consolidated financial statement presentation for the current period. The unaudited condensed consolidated financial statements include our accounts and the accounts of our subsidiaries, all of which are wholly owned. All significant intercompany transactions and accounts have been eliminated. |
New Accounting Pronouncements
New Accounting Pronouncements | 6 Months Ended |
Mar. 31, 2017 | |
Accounting Changes And Error Corrections [Abstract] | |
New Accounting Pronouncements | 3. NEW ACCOUNTING PRONOUNCEMENTS: In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-9”), a converged standard on revenue recognition. The new pronouncement requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also specifies the accounting for some costs to obtain or fulfill a contract with a customer, as well as enhanced disclosure requirements. ASU 2014-9 is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. While we are continuing to evaluate the impact the adoption of ASU 2014-09 will have on our unaudited condensed consolidated financial statements, we currently do not believe the adoption of this standard will have a material impact on our unaudited condensed consolidated financial statements, or will cause a significant change to our current accounting policies or internal controls over financial reporting for revenue recognition on boat, motor, and trailer sales, parts and service operations, brokerage commissions, slip and storage services, charter rentals, and fee income generated from finance and insurance products. In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330)” (“ASU 2015-11”). The pronouncement was issued to simplify the measurement of inventory and change the measurement from lower of cost or market to lower of cost and net realizable value. This pronouncement is effective for reporting periods beginning after December 15, 2016. We elected to early adopt the new guidance in the first quarter of fiscal 2017. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). This update requires organizations to recognize lease assets and lease liabilities on the balance sheet and also disclose key information about leasing arrangements. ASU 2016-02 is effective for annual reporting periods beginning on or after December 15, 2018, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual period. While we are continuing to evaluate the impact of the adoption of ASU 2016-02 on our unaudited condensed consolidated financial statements, we believe the adoption of ASU 2016-02 may have a significant and material impact to our unaudited condensed consolidated balance sheet given our current lease agreements for our leased retail locations. We are currently evaluating the impact the adoption of ASU 2016-02 will have on our other unaudited condensed consolidated financial statements. Based on a preliminary assessment, we expect that most of our operating lease commitments will be subject to the new guidance and recognized as operating lease liabilities and right-of-use assets upon adoption, resulting in a material increase in the assets and liabilities recorded on our unaudited condensed consolidated balance sheet. We are continuing our assessment, which may identify additional impacts this standard will have on our unaudited condensed consolidated financial statements and related disclosures and internal controls over financial reporting. In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718)” (“ASU 2016-09”). This update was issued as part of the FASB’s simplification initiative and affects all entities that issue share-based payment awards to their employees. The amendments in this update cover such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. This update is effective for annual and interim periods beginning after December 15, 2016. We elected to early adopt the new guidance in the fourth quarter of fiscal 2016 which requires us to reflect any adjustments as of October 1, 2015, the beginning of the annual period that includes the interim period of adoption. The primary effect of adoption was the recognition of excess tax benefits in our provision for income taxes rather than paid-in capital for all periods in fiscal 2016. This early adoption resulted in an approximately $5.2 million increase in deferred tax assets and retained earnings as of October 1, 2015, the beginning of fiscal 2016. The adoption in the fourth quarter of fiscal 2016 of ASU 2016-09 resulted in additional income tax benefit of $67,000 for the three months ended March 31, 2016 and an additional income tax expense of $134,000 for the months ended March 31, 2016 from the previously reported income tax provisions in the condensed consolidated statements of operations for the second quarter and six months ended March 31, 2016 during fiscal 2016 In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment (Topic 350)” (“ASU 2017-04”). This update removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. As a result, under ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the impairment loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This guidance is effective prospectively for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. The adoption of ASU 2017-04 is not expected to have a significant impact on the Company’s unaudited condensed consolidated financial position, results of operations, or internal controls. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Mar. 31, 2017 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 4. REVENUE RECOGNITION: We recognize revenue from boat, motor, and trailer sales, and parts and service operations at the time the boat, motor, trailer, or part is delivered to or accepted by the customer or the service is completed. We recognize deferred revenue from service operations and slip and storage services on a straight-line basis over the term of the contract or when service is completed. We recognize commissions earned from a brokerage sale at the time the related brokerage transaction closes. We recognize income from the rentals of chartering power and sailing yachts on a straight-line basis over the term of the contract or when service is completed. We recognize commissions earned by us for placing notes with financial institutions in connection with customer boat financing when we recognize the related boat sales. We recognize marketing fees earned on credit, life, accident, disability, gap, and hull insurance products sold by third-party insurance companies at the later of customer acceptance of the insurance product as evidenced by contract execution or when the related boat sale is recognized. Pursuant to negotiated agreements with financial and insurance institutions, we are charged back for a portion of these fees should the customer terminate or default on the related finance or insurance 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 March 31, 2017, on our experience with repayments or defaults on the related finance or insurance contracts. We also recognize commissions earned on extended warranty service contracts sold on behalf of third-party insurance companies at the later of customer acceptance of the service contract terms as evidenced by contract execution or recognition of the related boat sale. We are charged back for a portion of these commissions should the customer terminate or default on the service contract prior to its scheduled maturity. We determined the chargeback allowance, which was not material to the unaudited condensed consolidated financial statements taken as a whole as of March 31, 2017, based upon our experience with terminations or defaults on the service contracts. |
Inventories
Inventories | 6 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | 5. INVENTORIES: Inventory costs consist of the amount paid to acquire inventory, net of vendor consideration and purchase discounts, the cost of equipment added, reconditioning costs, and transportation costs relating to acquiring inventory for sale. We state new and used boat, motor, and trailer inventories at the lower of cost, determined on a specific-identification basis, or net realizable value. We state parts and accessories at the lower of cost, determined on an average cost basis, or net realizable value. 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 valuation allowance. As of September 30, 2016 and March 31, 2017, our lower of cost or net realizable value valuation allowance for new and used boat, motor, and trailer inventories was $1.0 million and $1.5 million, respectively. If events occur and market conditions change, causing the fair value to fall below carrying value, the lower of cost or net realizable value valuation allowance could increase. |
Impairment of Long-Lived Assets
Impairment of Long-Lived Assets | 6 Months Ended |
Mar. 31, 2017 | |
Asset Impairment Charges [Abstract] | |
Impairment of Long-Lived Assets | 6. IMPAIRMENT OF LONG-LIVED ASSETS: FASB Accounting Standards Codification 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 is measured by comparison of its carrying amount to undiscounted future net cash flows the asset is expected to generate. 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 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. Any impairment recognized in accordance with ASC 360-10-40 is permanent and may not be restored. The analysis is performed at a regional level for indicators of permanent impairment given the geographical interdependencies among our locations. Based upon our most recent analysis, which excludes fixed assets classified as held for sale which are recorded at fair value, we believe no impairment of long-lived assets existed as of March 31, 2017. |
Income Taxes
Income Taxes | 6 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. INCOME TAXES: We account for income taxes in accordance with FASB Accounting Standards Codification 740, “Income Taxes” (“ASC 740”). 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 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. As of September 30, 2016 and March 31, 2017, we had a valuation allowance on our deferred tax assets of $454,000. During the three months ended March 31, 2016 and March 31, 2017 we recognized an income tax provision of $1.5 million. During the six months ended March 31, 2016 and March 31, 2017 we recognized an income tax provision of $2.2 million and $3.3 million, respectively. The effective income tax rate for the three months ended March 31, 2016 and March 31, 2017 was 37.6% and 35.1%, respectively. The effective income tax rate for the six months ended March 31, 2016 and March 31, 2017 was 41.4% and 38.1%, respectively. The adoption in the fourth quarter of fiscal 2016 of ASU 2016-09 resulted in a decrease in income tax expense of $67,000 for the three months ended March 31, 2016, and an increase in income tax expense of $134,000 for the months ended March 31, 2016. |
Short-Term Borrowings
Short-Term Borrowings | 6 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Short-Term Borrowings | 8. SHORT-TERM BORROWINGS: In June 2016, we entered into an amendment to our Inventory Financing Agreement (the “Amended Credit Facility”), originally entered into in June 2010, as subsequently amended, with Wells Fargo Commercial Distribution Finance LLC (formerly GE Commercial Distribution Finance Corporation). The June 2016 amendment extended the maturity date of the Credit Facility to October 2019, and the Amended Credit Facility includes two additional one-year extension periods, with lender approval. The June 2016 amendment, among other things, modified the amount of borrowing availability and maturity date of the Credit Facility. The Amended Credit Facility provides a floor plan financing commitment of up to $300.0 million, an increase from the previous limit of $260.0 million, subject to borrowing base availability resulting from the amount and aging of our inventory. The Amended Credit Facility has certain financial covenants as specified in the agreement. The covenants include provisions that our leverage ratio must not exceed 2.75 to 1.0 and that our current ratio must be greater than 1.2 to 1.0. The interest rate for amounts outstanding under the Amended Credit Facility is 345 basis points above the one-month London Inter-Bank Offering Rate (“LIBOR”). There is an unused line fee of ten basis points on the unused portion of the Amended Credit Facility. Advances under the Amended Credit Facility are initiated by the acquisition of eligible new and used inventory or are re-advances 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 after six months. The curtailment schedule varies based on the type and value of the inventory. The collateral for the Amended Credit Facility is all of our personal property with certain limited exceptions. None of our real estate has been pledged for collateral for the Amended Credit Facility. As of March 31, 2017, our indebtedness associated with financing our inventory and working capital needs totaled approximately $265.9 million. As of March 31, 2016 and March 31, 2017 , the interest rate on the outstanding short-term borrowings was approximately 3.9% and 4.2%, respectively. As of March 31, 2017, our additional available borrowings under our Amended Credit Facility were approximately $34.1 million based upon the outstanding borrowing base availability. As is common in our industry, we receive interest assistance directly from boat manufacturers, including Brunswick. The interest assistance programs vary by manufacturer, but generally include periods of free financing or reduced interest rate programs. The interest assistance may be paid directly to us or our lender depending on the arrangements the manufacturer has established. We classify interest assistance received from manufacturers as a reduction of inventory cost and related cost of sales as opposed to netting the assistance against our interest expense incurred with our lenders. The availability and costs of borrowed funds can adversely affect our ability to obtain adequate boat inventory and the holding costs of that inventory as well as the ability and willingness of our customers to finance boat purchases. As of March 31, 2017, we had no long-term debt. However, we rely on our Amended Credit Facility to purchase our inventory of boats. The aging of our inventory limits our borrowing capacity as defined curtailments reduce the allowable advance rate as our inventory ages. Our access to funds under our Amended Credit Facility also depends upon the ability of our lenders to meet their funding commitments, particularly if they experience shortages of capital or experience excessive volumes of borrowing requests from others during a short period of time. Unfavorable economic conditions, weak consumer spending, turmoil in the credit markets, and lender difficulties, among other potential reasons, could interfere with our ability to utilize our Amended Credit Facility to fund our operations. Any inability to utilize our Amended Credit Facility could require us to seek other sources of funding to repay amounts outstanding under the credit agreements or replace or supplement our credit agreements, which may not be possible at all or under commercially reasonable terms. Similarly, decreases in the availability of credit and increases in the cost of credit adversely affect the ability of our customers to purchase boats from us and thereby adversely affect our ability to sell our products and impact the profitability of our finance and insurance activities. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 9. STOCK-BASED COMPENSATION: We account for our stock-based compensation plans following the provisions of FASB Accounting Standards Codification 718, “Compensation — Stock Compensation” (“ASC 718”). In accordance with ASC 718, we use the Black-Scholes valuation model for valuing all stock-based compensation and shares purchased under our Employee Stock Purchase Plan. We measure compensation for restricted stock awards and restricted stock units at fair value on the grant date based on the number of shares expected to vest and the quoted market price of our common stock. We recognize compensation cost for all awards in operations, net of estimated forfeitures, 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, 2016 and March 31, 2017, we recognized stock-based compensation expense of approximately $905,000 and $1.3 million, respectively, and for the six months ended March 31, 2016 and March 31, 2017, we recognized stock-based compensation expense of approximately $2.2 million and $3.3 million, respectively, in selling, general, and administrative expenses in the unaudited condensed consolidated statements of operations. Cash received from option exercises under all share-based compensation arrangements for the three months ended March 31, 2016 and March 31, 2017, was approximately $133,000 and $1.2 million, respectively, and for the six months ended March 31, 2016 and March 31, 2017, was approximately $610,000 and $2.0 million, respectively. We currently expect to satisfy share-based awards with registered shares available to be issued. |
The Incentive Stock Plans
The Incentive Stock Plans | 6 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
The Incentive Stock Plans | 10. THE INCENTIVE STOCK PLANS: During February 2017, our shareholders approved a proposal to amend the 2011 Stock-Based Compensation Plan (“2011 Plan”) to increase the 2,200,456 share threshold by 1,000,000 shares to 3,200,456 shares. During January 2011, our shareholders approved a proposal to authorize our 2011 Plan, which replaced our 2007 Incentive Compensation Plan (“2007 Plan”). Our 2011 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 2011 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 2017 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 3,000,000 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 the award; 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 2011 Plan terminates in January 2021, and awards may be granted at any time during the life of the 2011 Plan. The dates on which awards vest are determined by the Board of Directors or the Plan Administrator. The Board of Directors has appointed the Compensation Committee as the Plan Administrator. The exercise prices of options are determined by the Board of Directors or the Plan Administrator and are at least equal to the fair market value of shares of common stock on the date of grant. The term of options under the 2011 Plan may not exceed ten years. The options granted have varying vesting periods. 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, 2016 through March 31, 2017: Shares Available for Grant Options Outstanding Aggregate Intrinsic (in thousands) Weighted Average Exercise Price Weighted Average Remaining Contractual Life Balance as of September 30, 2016 732,103 1,451,102 $ 12,397 $ 12.33 6.0 Options authorized 1,000,000 - - Options granted - - - Options cancelled/forfeited/expired 43,667 (43,667 ) 25.83 Options exercised - (138,911 ) 11.51 Restricted stock awards issued (358,342 ) - - Restricted stock awards forfeited 1,000 - - Additional shares of stock issued (38,938 ) - - Balance as of March 31, 2017 1,379,490 1,268,524 $ 12,242 $ 11.95 5.8 Exercisable as of March 31, 2017 1,015,023 $ 10,787 $ 10.97 5.3 No options were granted for the six months ended March 31, 2016 or March 31, 2017. The total intrinsic value of options exercised during the six months ended March 31, 2016 and March 31, 2017 was $603,000 and $1.4 million, respectively. As of March 31, 2016 and March 31, 2017, there was approximately $1.6 million and $373,000, respectively, of unrecognized compensation costs related to non-vested options that are expected to be recognized over a weighted average period of 1.1 years and 0.5 years, respectively. The total fair value of options vested during the six months ended March 31, 2016 and March 31, 2017 was approximately $141,000 and $2.5 million, respectively. We used the Black-Scholes model to estimate the fair value of options granted. The expected term of options granted is derived from the output of the option pricing model and represents the period of time that options granted are expected to be outstanding. Volatility is based on the historical volatility of our common stock. The risk-free rate for periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of grant. |
Employee Stock Purchase Plan
Employee Stock Purchase Plan | 6 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Employee Stock Purchase Plan | 11. EMPLOYEE STOCK PURCHASE PLAN: During February 2012, our shareholders approved a proposal to amend our 2008 Employee Stock Purchase Plan (“Stock Purchase Plan”) to increase the number of shares available under that plan by 500,000 shares. The Stock Purchase Plan as amended provides for up to 1,000,000 shares of common stock to be available for purchase by our regular employees who have completed at least one year of continuous service. In addition, there were 52,837 shares of common stock available under our 1998 Employee Stock Purchase Plan, which have been made available for issuance under our Stock Purchase Plan. The Stock Purchase Plan provides for implementation of up to 10 annual offerings beginning on the first day of October starting in 2008, with each offering terminating on September 30 of the following year. Each annual offering may be divided into two six-month offerings. For each offering, the purchase price per share will be the lower of: (i) 85% of the closing price of the common stock on the first day of the offering or (ii) 85% of the closing price of the common stock on the last day of the offering. The purchase price is paid through periodic payroll deductions not to exceed 10% of the participant’s earnings during each offering period. However, no participant may purchase more than $25,000 worth of common stock annually. We used the Black-Scholes model to estimate the fair value of options granted to purchase shares issued pursuant to the Stock Purchase Plan. The expected term of options granted is derived from the output of the option pricing model and represents the period of time that options granted are expected to be outstanding. Volatility is based on the historical volatility of our common stock. The risk-free rate for periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of grant. The following are the weighted average assumptions used for each respective period: Three Months Ended Six Months Ended March 31, March 31, 2016 2017 2016 2017 Dividend yield 0.0% 0.0% 0.0% 0.0% Risk-free interest rate 0.1% 0.5% 0.1% 0.5% Volatility 47.6% 34.7% 47.6% 34.7% Expected life Six months Six months Six months Six months As of March 31, 2017, we had issued 767,950 shares of common stock under our Stock Purchase Plan. |
Restricted Stock Awards
Restricted Stock Awards | 6 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Restricted Stock Awards | 12. RESTRICTED STOCK AWARDS: We have granted non-vested (restricted) stock awards (“restricted stock”) and restricted stock units (“RSUs”) to employees and executive officers pursuant to 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 level of achievement for performance based awards granted to executive officers, and vesting period for time based awards. Executive officer performance based awards are granted at the target amount of shares that may be earned and the actual amount of the award earned generally could range from 0% to 200% of the target number of shares based on the actual specified performance target met. We accounted for the restricted stock awards granted using the measurement and recognition provisions of ASC 718. 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, 2016 through March 31, 2017: Shares/ Units Weighted Average Grant Date Fair Value Non-vested balance as of September 30, 2016 330,905 $ 16.07 Changes during the period Awards granted 358,342 $ 17.30 Awards vested (14,119 ) $ 19.24 Awards forfeited (1,000 ) $ 15.01 Non-vested balance as of March 31, 2017 674,128 $ 16.59 As of March 31, 2017, we had approximately $8.4 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 2.6 years. |
Net Income Per Share
Net Income Per Share | 6 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | 13. NET INCOME PER SHARE: The following is a reconciliation of the shares used in the denominator for calculating basic and diluted net income per share: Three Months Ended Six Months Ended March 31, March 31, 2016 2017 2016 2017 Weighted average common shares outstanding used in calculating basic income per share 24,154,397 24,293,764 24,183,926 24,271,880 Effect of dilutive options and non-vested restricted stock awards 604,429 822,595 566,812 747,990 Weighted average common and common equivalent shares used in calculating diluted income per share 24,758,826 25,116,359 24,750,738 25,019,870 For the three months ended March 31, 2016 and March 31, 2017, there were 1,246,371 and 7,417 weighted average shares related to options outstanding, respectively, that were not included in the computation of diluted income per share because the options’ exercise prices were greater than the average market price of our common stock, and therefore, would have an anti-dilutive effect. For the months ended March 31, 2016 and March 31, 2017, there were 1,223,292 and 15,918 weighted average shares related to options outstanding, respectively, that were not included in the computation of diluted income per share because the options’ exercise prices were greater than the average market price of our common stock, and therefore, would have an anti-dilutive effect. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. 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, 2017, 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. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Fair Value of Financial Instruments | The carrying amounts of our financial instruments reported on the balance sheet as of March 31, 2017, approximated fair value due either to length to maturity or existence of variable interest rates, which approximate prevailing market rates. |
Use of Estimates | 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. Significant estimates made by us in the accompanying unaudited condensed consolidated financial statements include valuation allowances, valuation of goodwill and intangible assets, valuation of long-lived assets, and valuation of accruals. Actual results could differ from those estimates. |
Consolidation | In order to provide comparability between periods presented, certain amounts have been reclassified from the previously reported unaudited condensed consolidated financial statements to conform to the unaudited condensed consolidated financial statement presentation for the current period. The unaudited condensed consolidated financial statements include our accounts and the accounts of our subsidiaries, all of which are wholly owned. All significant intercompany transactions and accounts have been eliminated. |
New Accounting Pronouncements | In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-9”), a converged standard on revenue recognition. The new pronouncement requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also specifies the accounting for some costs to obtain or fulfill a contract with a customer, as well as enhanced disclosure requirements. ASU 2014-9 is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. While we are continuing to evaluate the impact the adoption of ASU 2014-09 will have on our unaudited condensed consolidated financial statements, we currently do not believe the adoption of this standard will have a material impact on our unaudited condensed consolidated financial statements, or will cause a significant change to our current accounting policies or internal controls over financial reporting for revenue recognition on boat, motor, and trailer sales, parts and service operations, brokerage commissions, slip and storage services, charter rentals, and fee income generated from finance and insurance products. In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330)” (“ASU 2015-11”). The pronouncement was issued to simplify the measurement of inventory and change the measurement from lower of cost or market to lower of cost and net realizable value. This pronouncement is effective for reporting periods beginning after December 15, 2016. We elected to early adopt the new guidance in the first quarter of fiscal 2017. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). This update requires organizations to recognize lease assets and lease liabilities on the balance sheet and also disclose key information about leasing arrangements. ASU 2016-02 is effective for annual reporting periods beginning on or after December 15, 2018, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual period. While we are continuing to evaluate the impact of the adoption of ASU 2016-02 on our unaudited condensed consolidated financial statements, we believe the adoption of ASU 2016-02 may have a significant and material impact to our unaudited condensed consolidated balance sheet given our current lease agreements for our leased retail locations. We are currently evaluating the impact the adoption of ASU 2016-02 will have on our other unaudited condensed consolidated financial statements. Based on a preliminary assessment, we expect that most of our operating lease commitments will be subject to the new guidance and recognized as operating lease liabilities and right-of-use assets upon adoption, resulting in a material increase in the assets and liabilities recorded on our unaudited condensed consolidated balance sheet. We are continuing our assessment, which may identify additional impacts this standard will have on our unaudited condensed consolidated financial statements and related disclosures and internal controls over financial reporting. In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718)” (“ASU 2016-09”). This update was issued as part of the FASB’s simplification initiative and affects all entities that issue share-based payment awards to their employees. The amendments in this update cover such areas as the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. This update is effective for annual and interim periods beginning after December 15, 2016. We elected to early adopt the new guidance in the fourth quarter of fiscal 2016 which requires us to reflect any adjustments as of October 1, 2015, the beginning of the annual period that includes the interim period of adoption. The primary effect of adoption was the recognition of excess tax benefits in our provision for income taxes rather than paid-in capital for all periods in fiscal 2016. This early adoption resulted in an approximately $5.2 million increase in deferred tax assets and retained earnings as of October 1, 2015, the beginning of fiscal 2016. The adoption in the fourth quarter of fiscal 2016 of ASU 2016-09 resulted in additional income tax benefit of $67,000 for the three months ended March 31, 2016 and an additional income tax expense of $134,000 for the months ended March 31, 2016 from the previously reported income tax provisions in the condensed consolidated statements of operations for the second quarter and six months ended March 31, 2016 during fiscal 2016 In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment (Topic 350)” (“ASU 2017-04”). This update removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. As a result, under ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the impairment loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This guidance is effective prospectively for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. The adoption of ASU 2017-04 is not expected to have a significant impact on the Company’s unaudited condensed consolidated financial position, results of operations, or internal controls. |
Revenue Recognition | We recognize revenue from boat, motor, and trailer sales, and parts and service operations at the time the boat, motor, trailer, or part is delivered to or accepted by the customer or the service is completed. We recognize deferred revenue from service operations and slip and storage services on a straight-line basis over the term of the contract or when service is completed. We recognize commissions earned from a brokerage sale at the time the related brokerage transaction closes. We recognize income from the rentals of chartering power and sailing yachts on a straight-line basis over the term of the contract or when service is completed. We recognize commissions earned by us for placing notes with financial institutions in connection with customer boat financing when we recognize the related boat sales. We recognize marketing fees earned on credit, life, accident, disability, gap, and hull insurance products sold by third-party insurance companies at the later of customer acceptance of the insurance product as evidenced by contract execution or when the related boat sale is recognized. Pursuant to negotiated agreements with financial and insurance institutions, we are charged back for a portion of these fees should the customer terminate or default on the related finance or insurance 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 March 31, 2017, on our experience with repayments or defaults on the related finance or insurance contracts. We also recognize commissions earned on extended warranty service contracts sold on behalf of third-party insurance companies at the later of customer acceptance of the service contract terms as evidenced by contract execution or recognition of the related boat sale. We are charged back for a portion of these commissions should the customer terminate or default on the service contract prior to its scheduled maturity. We determined the chargeback allowance, which was not material to the unaudited condensed consolidated financial statements taken as a whole as of March 31, 2017, based upon our experience with terminations or defaults on the service contracts. |
Inventories | Inventory costs consist of the amount paid to acquire inventory, net of vendor consideration and purchase discounts, the cost of equipment added, reconditioning costs, and transportation costs relating to acquiring inventory for sale. We state new and used boat, motor, and trailer inventories at the lower of cost, determined on a specific-identification basis, or net realizable value. We state parts and accessories at the lower of cost, determined on an average cost basis, or net realizable value. 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 valuation allowance. As of September 30, 2016 and March 31, 2017, our lower of cost or net realizable value valuation allowance for new and used boat, motor, and trailer inventories was $1.0 million and $1.5 million, respectively. If events occur and market conditions change, causing the fair value to fall below carrying value, the lower of cost or net realizable value valuation allowance could increase. |
Property Plant and Equipment Impairment or Disposal of Long Lived Assets | FASB Accounting Standards Codification 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 is measured by comparison of its carrying amount to undiscounted future net cash flows the asset is expected to generate. 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 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. Any impairment recognized in accordance with ASC 360-10-40 is permanent and may not be restored. The analysis is performed at a regional level for indicators of permanent impairment given the geographical interdependencies among our locations. Based upon our most recent analysis, which excludes fixed assets classified as held for sale which are recorded at fair value, we believe no impairment of long-lived assets existed as of March 31, 2017. |
Income Taxes | INCOME TAXES: We account for income taxes in accordance with FASB Accounting Standards Codification 740, “Income Taxes” (“ASC 740”). 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 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. As of September 30, 2016 and March 31, 2017, we had a valuation allowance on our deferred tax assets of $454,000. During the three months ended March 31, 2016 and March 31, 2017 we recognized an income tax provision of $1.5 million. During the six months ended March 31, 2016 and March 31, 2017 we recognized an income tax provision of $2.2 million and $3.3 million, respectively. The effective income tax rate for the three months ended March 31, 2016 and March 31, 2017 was 37.6% and 35.1%, respectively. The effective income tax rate for the six months ended March 31, 2016 and March 31, 2017 was 41.4% and 38.1%, respectively. The adoption in the fourth quarter of fiscal 2016 of ASU 2016-09 resulted in a decrease in income tax expense of $67,000 for the three months ended March 31, 2016, and an increase in income tax expense of $134,000 for the months ended March 31, 2016. |
The Incentive Stock Plans (Tabl
The Incentive Stock Plans (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Incentive Stock Plans Activity | The following table summarizes activity from our incentive stock plans from September 30, 2016 through March 31, 2017: Shares Available for Grant Options Outstanding Aggregate Intrinsic (in thousands) Weighted Average Exercise Price Weighted Average Remaining Contractual Life Balance as of September 30, 2016 732,103 1,451,102 $ 12,397 $ 12.33 6.0 Options authorized 1,000,000 - - Options granted - - - Options cancelled/forfeited/expired 43,667 (43,667 ) 25.83 Options exercised - (138,911 ) 11.51 Restricted stock awards issued (358,342 ) - - Restricted stock awards forfeited 1,000 - - Additional shares of stock issued (38,938 ) - - Balance as of March 31, 2017 1,379,490 1,268,524 $ 12,242 $ 11.95 5.8 Exercisable as of March 31, 2017 1,015,023 $ 10,787 $ 10.97 5.3 |
Employee Stock Purchase Plan (T
Employee Stock Purchase Plan (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Weighted Average Assumptions of Employee Stock Purchase Plan | The following are the weighted average assumptions used for each respective period: Three Months Ended Six Months Ended March 31, March 31, 2016 2017 2016 2017 Dividend yield 0.0% 0.0% 0.0% 0.0% Risk-free interest rate 0.1% 0.5% 0.1% 0.5% Volatility 47.6% 34.7% 47.6% 34.7% Expected life Six months Six months Six months Six months |
Restricted Stock Awards (Tables
Restricted Stock Awards (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Restricted Stock Award Activity | The following table summarizes restricted stock award activity from September 30, 2016 through March 31, 2017: Shares/ Units Weighted Average Grant Date Fair Value Non-vested balance as of September 30, 2016 330,905 $ 16.07 Changes during the period Awards granted 358,342 $ 17.30 Awards vested (14,119 ) $ 19.24 Awards forfeited (1,000 ) $ 15.01 Non-vested balance as of March 31, 2017 674,128 $ 16.59 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income Per Share | The following is a reconciliation of the shares used in the denominator for calculating basic and diluted net income per share: Three Months Ended Six Months Ended March 31, March 31, 2016 2017 2016 2017 Weighted average common shares outstanding used in calculating basic income per share 24,154,397 24,293,764 24,183,926 24,271,880 Effect of dilutive options and non-vested restricted stock awards 604,429 822,595 566,812 747,990 Weighted average common and common equivalent shares used in calculating diluted income per share 24,758,826 25,116,359 24,750,738 25,019,870 |
Company Background - Additional
Company Background - Additional Information (Detail) | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2017StoreState | |
Concentration Risk [Line Items] | ||||
Number of retail locations | Store | 62 | |||
Number of states wherein retail locations are established | State | 17 | |||
Product Concentration Risk [Member] | Brunswick [Member] | Sales [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue percentage from sale of boats | 40.00% | |||
Product Concentration Risk [Member] | Brunswick Sea Ray Boat [Member] | Brunswick [Member] | Sales [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue percentage from sale of boats | 24.00% | |||
Product Concentration Risk [Member] | Brunswick Boston Whaler Boats [Member] | Brunswick [Member] | Sales [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue percentage from sale of boats | 14.00% | |||
Product Concentration Risk [Member] | Azimut Benetti Groups | Sales [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue percentage from sale of boats | 11.00% | |||
Supplier Concentration Risk [Member] | Brunswick [Member] | Sales [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue percentage from sale of boats | 53.00% | |||
Geographic Concentration Risk [Member] | Sales [Member] | Florida [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue percentage from sale of boats | 55.00% | 53.00% | 52.00% |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) | 6 Months Ended |
Mar. 31, 2017DealerOperations | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Previously independent recreational boat dealers | Dealer | 5 |
Recreational boat dealers | Dealer | 27 |
Boat brokerage operations | Operations | 2 |
Full-service yacht repair operations | Operations | 2 |
New Accounting Pronouncements -
New Accounting Pronouncements - Additional Information (Detail) - USD ($) | Oct. 01, 2015 | Mar. 31, 2016 | Mar. 31, 2016 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Increase in deferred tax assets and retained earnings | $ 5,197,000 | ||
New Accounting Pronouncement, Early Adoption, Effect [Member] | Accounting Standards Update 2016-09 [Member] | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Increase in deferred tax assets and retained earnings | $ 5,200,000 | ||
Additional income tax expense | $ 134,000 | ||
Additional income tax benefit | $ 67,000 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Sep. 30, 2016 |
Inventory Disclosure [Abstract] | ||
Inventories valuation allowance, net realizable value | $ 1.5 | $ 1 |
Impairment of Long-Lived Asse30
Impairment of Long-Lived Assets - Additional Information (Detail) | 6 Months Ended |
Mar. 31, 2017USD ($) | |
Asset Impairment Charges [Abstract] | |
Impairment of long-lived assets | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2016 | |
Income Taxes [Line Items] | |||||
Valuation allowance on deferred tax assets | $ 454,000 | $ 454,000 | $ 454,000 | ||
Income tax provision | $ 1,484,000 | $ 1,497,000 | $ 3,315,000 | $ 2,245,000 | |
Effective income tax rate | 35.10% | 37.60% | 38.10% | 41.40% | |
Accounting Standards Update 2016-09 [Member] | |||||
Income Taxes [Line Items] | |||||
Increase (decrease) in income tax expense | $ (67,000) | $ 134,000 |
Short-Term Borrowings - Additio
Short-Term Borrowings - Additional Information (Detail) - USD ($) | 6 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Jun. 30, 2016 | Oct. 31, 2015 | |
Line Of Credit Facility [Line Items] | ||||
Additional borrowings | $ 34,100,000 | |||
Long-term debt | $ 0 | |||
Minimum [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Current ratio | 1.20% | |||
Borrowing Base Amount and Aging Inventory [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Inventory and working capital needs | $ 265,900,000 | |||
Interest rate on short-term borrowings | 4.20% | 3.90% | ||
Amended Credit Facility [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Additional extension for two one-year periods | Oct. 31, 2019 | |||
Interest rate for amounts outstanding under the Amended Credit Facility | 3.45% | |||
Amended Credit Facility [Member] | Borrowing Base Amount and Aging Inventory [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Amount of borrowing availability | $ 300,000,000 | $ 260,000,000 | ||
Line of Credit Facility, Description | The June 2016 amendment extended the maturity date of the Credit Facility to October 2019, and the Amended Credit Facility includes two additional one-year extension periods, with lender approval. | |||
Leverage ratio | 2.75% | |||
Credit Facility interest rate description | The interest rate for amounts outstanding under the Amended Credit Facility is 345 basis points above the one-month London Inter-Bank Offering Rate (“LIBOR”). | |||
Debt instrument, covenant compliance | The covenants include provisions that our leverage ratio must not exceed 2.75 to 1.0 and that our current ratio must be greater than 1.2 to 1.0. | |||
Unused line fee on the unused portion of the amended Credit Facility | 0.10% | |||
Advances on new inventory mature date | 1080 days | |||
Advances on used inventory maturity period | 361 days | |||
Advance is subject to a curtailment schedule, periodic basis | 6 months | |||
Real estate property pledged for collateral | $ 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Net proceeds from issuance of common stock under incentive compensation and employee purchase plans | $ 1,200,000 | $ 133,000 | $ 2,034,000 | $ 610,000 |
Selling, General, and Administrative Expenses [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense, approximately | $ 1,300,000 | $ 905,000 | $ 3,300,000 | $ 2,200,000 |
The Incentive Stock Plans - Add
The Incentive Stock Plans - Additional Information (Detail) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Feb. 28, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Jan. 31, 2011 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted average grant fair value of options granted | $ 0 | $ 0 | ||
Total intrinsic value of options exercised | $ 1,400,000 | $ 603,000 | ||
Unrecognized compensation costs related to non-vested options | 373,000 | 1,600,000 | ||
Fair value of options vested | $ 2,500,000 | $ 141,000 | ||
Incentive Stock Plan 2011 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock, shares authorized | 2,200,456 | |||
Additional Common Shares Authorized | 1,000,000 | |||
Expiration of Plan 2011 | 2021-01 | |||
Contractual term of plan 2011 | 10 years | |||
Incentive Stock Plan 2011 [Member] | Subject To Award [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock, shares authorized | 3,000,000 | |||
Incentive Stock Plan 2007 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Common stock shares available | 200,456 | |||
Incentive Stock Plans [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted average period unrecognized compensation costs related to non-vested options are expected to be recognized | 6 months | 1 year 1 month 6 days | ||
Maximum [Member] | Incentive Stock Plan 2011 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock, shares authorized | 3,200,456 |
The Incentive Stock Plans - Inc
The Incentive Stock Plans - Incentive Stock Plans Activity (Detail) - Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Sep. 30, 2016 | Mar. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Shares Available for Grant, Beginning Balance | 732,103 | |
Options authorized, Shares Available for Grant | 1,000,000 | |
Options cancelled/forfeited/expired, Shares Available for Grant | 43,667 | |
Restricted stock awards issued, Shares Available for Grant | (358,342) | |
Restricted stock awards forfeited, Shares Available for Grant | 1,000 | |
Additional shares of stock issued, Shares Available for Grant | (38,938) | |
Shares Available for Grant, Ending Balance | 732,103 | 1,379,490 |
Options Outstanding, Beginning Balance | 1,451,102 | |
Options cancelled/forfeited/expired, Options Outstanding | (43,667) | |
Options exercised, Options Outstanding | (138,911) | |
Options Outstanding, Ending Balance | 1,451,102 | 1,268,524 |
Exercisable as of March 31, 2017, Options Outstanding | 1,015,023 | |
Aggregate Intrinsic Value | $ 12,397 | $ 12,242 |
Exercisable as of March 31, 2017, Aggregate Intrinsic Value | $ 10,787 | |
Weighted Average Exercise Price, Beginning Balance | $ 12.33 | |
Options cancelled/forfeited/expired, Weighted Average Exercise Price | 25.83 | |
Options exercised, Weighted Average Exercise Price | 11.51 | |
Weighted Average Exercise Price, Ending Balance | $ 12.33 | 11.95 |
Exercisable as of March 31, 2017, Weighted Average Exercise Price | $ 10.97 | |
Weighted Average Remaining Contractual Life | 6 years | 5 years 9 months 18 days |
Exercisable as of March 31, 2017, Weighted Average Remaining Contractual Life | 5 years 3 months 18 days |
Employee Stock Purchase Plan -
Employee Stock Purchase Plan - Additional Information (Detail) - USD ($) | 1 Months Ended | 6 Months Ended | |
Feb. 29, 2012 | Mar. 31, 2017 | Sep. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock, shares issued | 26,190,867 | 25,977,632 | |
Stock Purchase Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Additional Common Shares Authorized | 500,000 | ||
Additional Common Shares Authorized | 1,000,000 | ||
Stock Purchase Plan, requisite continuous service | 1 year | ||
Annual offerings description | implementation of up to 10 annual offerings beginning on the first day of October starting in 2008, with each offering terminating on September 30 of the following year. | ||
Closing price of common stock on the first and last day of the offering | 85.00% | ||
Percentage not exceeding to periodic payment of purchase price | 10.00% | ||
Maximum common stock value purchased by participant annually | $ 25,000 | ||
Common stock, shares issued | 767,950 | ||
1998 Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Additional Common Shares Authorized | 52,837 |
Employee Stock Purchase Plan 37
Employee Stock Purchase Plan - Weighted Average Assumptions of Employee Stock Purchase Plan (Detail) - Stock Purchase Plan [Member] | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 0.50% | 0.10% | 0.50% | 0.10% |
Volatility | 34.70% | 47.60% | 34.70% | 47.60% |
Expected life | 6 months | 6 months | 6 months | 6 months |
Restricted Stock Awards - Addit
Restricted Stock Awards - Additional Information (Detail) - Restricted Stock Awards [Member] $ in Millions | 6 Months Ended |
Mar. 31, 2017USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unrecognized compensation cost related to non-vested restricted stock awards | $ 8.4 |
Weighted average period unrecognized compensation costs related to non-vested restricted awards are expected to be recognized | 2 years 7 months 6 days |
Minimum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting periods of restricted stock award | 2 years |
Percentage of actual amount of award earned based on actual specified performance target met | 0.00% |
Maximum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting periods of restricted stock award | 4 years |
Percentage of actual amount of award earned based on actual specified performance target met | 200.00% |
Restricted Stock Awards - Restr
Restricted Stock Awards - Restricted Stock Award Activity (Detail) - Restricted Stock Awards [Member] | 6 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares/ Units, Non-vested beginning balance | shares | 330,905 |
Shares/ Units, Awards granted | shares | 358,342 |
Shares/ Units, Awards vested | shares | (14,119) |
Shares/ Units, Awards forfeited | shares | (1,000) |
Shares/ Units, Non-vested ending balance | shares | 674,128 |
Weighted Average Grant Date Fair Value, Non-vested beginning balance | $ / shares | $ 16.07 |
Weighted Average Grant Date Fair Value, Awards granted | $ / shares | 17.30 |
Weighted Average Grant Date Fair Value, Awards vested | $ / shares | 19.24 |
Weighted Average Grant Date Fair Value, Awards forfeited | $ / shares | 15.01 |
Weighted Average Grant Date Fair Value, Non-vested ending balance | $ / shares | $ 16.59 |
Net Income Per Share - Basic an
Net Income Per Share - Basic and Diluted Net Income Per Share (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||||
Weighted average common shares outstanding used in calculating basic income per share | 24,293,764 | 24,154,397 | 24,271,880 | 24,183,926 |
Effect of dilutive options and non-vested restricted stock awards | 822,595 | 604,429 | 747,990 | 566,812 |
Weighted average common and common equivalent shares used in calculating diluted income per share | 25,116,359 | 24,758,826 | 25,019,870 | 24,750,738 |
Net Income Per Share - Addition
Net Income Per Share - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Stock Options [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from earnings per share calculation | 7,417 | 1,246,371 | 15,918 | 1,223,292 |