XML 46 R32.htm IDEA: XBRL DOCUMENT
v3.24.3

Significant Accounting Policies (Policies) | 12 Months Ended
--- | ---
Sep. 30, 2024
Accounting Policies [Abstract] |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Vendor Consideration Received | Vendor Consideration Received We classify interest assistance received from manufacturers as a reduction of inventory cost and related cost of sales. Amounts received by us under our co-op assistance programs from our manufacturers are netted against related advertising expenses. Our consideration received from our vendors contains uncertainties because the calculation requires management to make assumptions and to apply judgment regarding a number of factors, including our ability to collect amounts due from vendors and the ability to meet certain criteria stipulated by our vendors. We do not believe there is a reasonable likelihood that there will be a change in the future estimates or assumptions we use to calculate our vendor considerations which would result in a material effect on our operating results.
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. The cost of inventories purchased from our vendors consist of the amount paid to acquire the inventory, net of vendor consideration and purchase discounts, the cost of equipment added, reconditioning costs, inventory deposits, and transportation costs relating to acquiring inventory for sale. Trade-in used boats are initially recorded at fair value and adjusted for reconditioning and other costs. The cost of inventories that are manufactured by the Company consist of material, labor, and manufacturing overhead. Unallocated overhead and abnormal costs are expensed as incurred. New and used boats, motors, and trailers inventories are accounted for on a specific identification basis. Raw materials and parts, accessories, and other inventories are accounted for on an average cost basis. We utilize our historical experience, the aging of the inventories, and our consideration of current market trends as the basis for determining a lower of cost or net realizable value. We do not believe there is a reasonable likelihood that there will be a change in the future estimates or assumptions we use to calculate the lower of cost or net realizable value. If events occur and market conditions change, the net realizable value of our inventories could change.
Property and Equipment | Property and Equipment We record property and equipment at cost, net of accumulated depreciation, and depreciate property and equipment over their estimated useful lives using the straight-line method. We capitalize and amortize leasehold improvements over the lesser of the life of the lease or the estimated useful life of the asset. Useful lives for purposes of computing depreciation are as follows:
|  | Years
Buildings and improvements |  | 5-40
Machinery and equipment |  | 3-10
Furniture and fixtures |  | 5-10
Vehicles |  | 3-5
We remove the cost of property and equipment sold or retired and the related accumulated depreciation from the accounts at the time of disposition and include any resulting gain or loss in the accompanying Consolidated Statements of Operations. We charge maintenance, repairs, and minor replacements to operations as incurred, and we capitalize and amortize major replacements and improvements over their useful lives.
Assets Held for Sale | Assets Held for Sale We classify assets as held for sale when a plan for disposal is developed and approved, the asset is available for immediate sale, an active program to locate a buyer at a price reasonable in relation to current fair value is initiated, and transfer of the asset is expected to be completed within one year. We cease the depreciation and amortization of the assets when all of these criteria have been met and generally reflect balances within Prepaid expenses and other current assets on our Consolidated Balance Sheets. We had approximately $12.0 million of assets classified as held for sale as of September 30, 2024 and no assets classified as held for sale as of September 30, 2023.
Goodwill | Goodwill We account for acquisitions in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, “Business Combinations” (“ASC 805”), and goodwill in accordance with ASC 350, “Intangibles — Goodwill and Other” (“ASC 350”). For business combinations, the excess of the purchase price over the estimated fair value of net assets acquired in a business combination is recorded as goodwill. In accordance with ASC 350, we test goodwill for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Our annual impairment test is performed during the third fiscal quarter. If the carrying amount of a reporting unit’s goodwill exceeds its fair value we recognize an impairment loss in accordance with ASC 350. Based upon our most recent analysis, we determined through our qualitative assessment that it is not “more likely than not” that the fair values of our reporting units are less than their carrying values. As a result, we were not required to perform a quantitative goodwill impairment test.
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets FASB ASC 360-10-40, “Property, Plant, and Equipment — Impairment or Disposal of Long-Lived Assets” (“ASC 360-10-40”), requires that long-lived assets, such as property and equipment and purchased intangibles subject to amortization, be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the asset (or asset group) is measured by comparison of its carrying amount to undiscounted future net cash flows the asset (or asset group) is expected to generate over the remaining life of the asset (or asset group). If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset (or asset group) exceeds its fair market value. Estimates of expected future cash flows represent our best estimate based on currently available information and reasonable and supportable assumptions. Our impairment loss calculations contain uncertainties because they require us to make assumptions and to apply judgment in order to estimate expected future cash flows. Any impairment recognized in accordance with ASC 360-10-40 is permanent and may not be restored. Based upon our most recent analysis, we believe no impairment of long-lived assets existed as of September 30, 2024.
Insurance | Insurance We retain varying levels of risk relating to the insurance policies we maintain, most significantly, workers’ compensation insurance and employee medical benefits. We are responsible for the claims and losses incurred under these programs, limited by per occurrence deductibles and paid claims or losses up to pre-determined maximum exposure limits. Our third-party insurance carriers pay any losses above the pre-determined exposure limits. We estimate our liability for incurred but not reported losses using our historical loss experience, our judgment, and industry information.
Revenue Recognition | Revenue Recognition The majority of our revenue is from contracts with customers for the sale of boats, motors, and trailers. We recognize revenue from boat, motor, and trailer sales upon transfer of control of the boat, motor, or trailer to the customer, which is generally upon acceptance of the boat, motor, and trailer by the customer and the satisfaction of our performance obligations. The transaction price is determined with the customer at the time of sale. Customers may trade in a used boat to apply toward the purchase of a new or used boat. The trade-in is a type of noncash consideration measured at fair value, based on external and internal observable and unobservable market data and applied as payment to the contract price for the purchased boat. At the time of acceptance, the customer is able to direct the use of, and obtain substantially all of the benefits of the boat, motor, or trailer. We recognize commissions earned from a brokerage sale when the related brokerage transaction closes upon transfer of control of the boat, motor, or trailer to the customer, which is generally upon acceptance by the customer. We do not directly finance our customers’ boat, motor, or trailer purchases. In many cases, we assist with third-party financing for boat, motor, and trailer sales. 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. Pursuant to negotiated agreements with financial institutions, we are charged back for a portion of these fees should the customer terminate or default on the related finance contract before it is outstanding for a stipulated minimum period of time. We base the chargeback allowance, which was not material to the consolidated financial statements taken as a whole as of September 30, 2023 and 2024, on our experience with repayments or defaults on the related finance contracts. We recognize variable consideration from commissions earned on extended warranty service contracts sold on behalf of third-party insurance companies at generally the later of customer acceptance of the service contract terms as evidenced by contract execution or recognition of the related boat sale. We also recognize marketing fees earned on insurance products sold on behalf of 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. We recognize revenue from parts and service operations (boat maintenance and repairs) over time as services are performed. Each boat maintenance and repair service is a single performance obligation that includes both the parts and labor associated with the service. Payment for boat maintenance and repairs is typically due upon the completion of the service, which is generally completed within a short period of time from contract inception. We satisfy our performance obligations, transfer control, and recognize revenue over time for parts and service operations because we are creating a contract asset with no alternative use and we have an enforceable right to payment for performance completed to date. Contract assets primarily relate to our right to consideration for work in process not yet billed at the reporting date associated with maintenance and repair services. We use an input method to recognize revenue and measure progress based on labor hours expended to satisfy the performance obligation at average labor rates. We have determined labor hours expended to be the relevant measure of work performed to complete the maintenance and repair service for the customer. As a practical expedient, because repair and maintenance service contracts have an original duration of one year or less, we do not consider the time value of money, and we do not disclose estimated revenue expected to be recognized in the future for performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period or when we expect to recognize such revenue. Contract assets, recorded in prepaid expenses and other current assets, totaled approximately $5.3 million and $5.7 million as of September 30, 2023 and September 30, 2024, respectively. We recognize revenue from the sale of our manufactured boats and yachts when control of the boat or yacht is transferred to the dealer or customer which is generally upon acceptance by the dealer or customer. At the time of acceptance, the dealer or customer is able to direct the use of, and obtain substantially all of the benefits of the boat or yacht. We have elected to record shipping and handling activities that occur after the dealer or customer has obtained control of the boat or yacht as a fulfillment activity. We recognize lessor common area charges, utility sales, food and beverage sales and other ancillary goods and services. Performance obligations include performing common area maintenance and providing utilities, food and beverages, and other ancillary goods and services when goods are transferred or services are performed. Payment terms typically align with when the goods and services are provided. Contract liabilities primarily consist of customer deposits. We recognize contract liabilities (customer deposits) as revenue at the time of acceptance and the transfer of control to the customers. Total contract liabilities of approximately $126.1 million recorded as of September 30, 2022 were recognized in revenue during the fiscal year ended September 30, 2023. Total contract liabilities of approximately $74.4 million recorded as of September 30, 2023 were recognized in revenue during the fiscal year ended September 30, 2024. We recognize revenue from service operations and slip and storage rentals over time on a straight-line basis over the term of the contract as our performance obligations are met. We recognize revenue from the rentals of chartering power yachts over time on a straight-line basis over the term of the contract as our performance obligations are met. The following table sets forth percentages on the timing of revenue recognition by reportable segment for the fiscal years ended September 30,
| Retail Operations |  |  | Product Manufacturing |
| 2022 |  |  | 2023 |  |  |  | 2024 |  |  | 2022 |  |  |  | 2023 |  |  |  | 2024 |
Goods and services transferred at a point in time |  | 90.9 | % |  |  | 87.2 | % |  |  | 87.6 | % |  |  | 100.0 | % |  |  | 100.0 | % |  |  | 100.0 | %
Goods and services transferred over time |  | 9.1 | % |  |  | 12.8 | % |  |  | 12.4 | % |  |  | — |  |  |  | — |  |  |  | — |
Revenue |  | 100.0 | % |  |  | 100.0 | % |  |  | 100.0 | % |  |  | 100.0 | % |  |  | 100.0 | % |  |  | 100.0 | %
The following tables set forth our revenue disaggregated into categories that depict the nature, amount, timing, and uncertainty of revenue and cash flows affected by economic factors for the fiscal years ended September 30,
|  | 2024 |
|  | Retail Operations |  |  | Product Manufacturing |  |  | Total |
New boat sales |  |  | 66.2 | % |  |  | 98.8 | % |  |  | 66.6 | %
Used boat sales |  |  | 9.8 | % |  |  | — |  |  |  | 9.7 | %
Maintenance and repair services |  |  | 4.5 | % |  |  | — |  |  |  | 4.5 | %
Storage and charter rentals |  |  | 7.2 | % |  |  | — |  |  |  | 6.9 | %
Finance and insurance products |  |  | 3.1 | % |  |  | — |  |  |  | 3.1 | %
Parts and accessories |  |  | 4.5 | % |  |  | 1.2 | % |  |  | 4.5 | %
Brokerage sales |  |  | 4.7 | % |  |  | — |  |  |  | 4.7 | %
Revenue |  |  | 100.0 | % |  |  | 100.0 | % |  |  | 100.0 | %
|  | 2023 |
|  | Retail Operations |  |  | Product Manufacturing |  |  | Total |
New boat sales |  |  | 67.3 | % |  |  | 95.8 | % |  |  | 68.7 | %
Used boat sales |  |  | 8.3 | % |  |  | 2.8 | % |  |  | 7.9 | %
Maintenance and repair services |  |  | 4.6 | % |  |  | — |  |  |  | 4.4 | %
Storage and charter rentals |  |  | 7.1 | % |  |  | — |  |  |  | 6.7 | %
Finance and insurance products |  |  | 2.9 | % |  |  | — |  |  |  | 2.8 | %
Parts and accessories |  |  | 4.9 | % |  |  | 0.8 | % |  |  | 4.7 | %
Brokerage sales |  |  | 4.9 | % |  |  | 0.6 | % |  |  | 4.8 | %
Revenue |  |  | 100.0 | % |  |  | 100.0 | % |  |  | 100.0 | %
|  | 2022 |
|  | Retail Operations |  |  | Product Manufacturing |  |  | Total |
New boat sales |  |  | 71.9 | % |  |  | 95.0 | % |  |  | 73.2 | %
Used boat sales |  |  | 7.7 | % |  |  | 3.8 | % |  |  | 7.3 | %
Maintenance and repair services |  |  | 4.7 | % |  |  | — |  |  |  | 4.1 | %
Storage and charter rentals |  |  | 3.0 | % |  |  | — |  |  |  | 3.3 | %
Finance and insurance products |  |  | 3.1 | % |  |  | — |  |  |  | 3.0 | %
Parts and accessories |  |  | 3.5 | % |  |  | 0.7 | % |  |  | 3.3 | %
Brokerage sales |  |  | 6.1 | % |  |  | 0.5 | % |  |  | 5.8 | %
Revenue |  |  | 100.0 | % |  |  | 100.0 | % |  |  | 100.0 | %
The following table sets forth our maintenance, repair, storage, rental, charter services and parts and accessories revenue for our Retail Operations by location type.
|  | 2022 |  |  | 2023 |  |  | 2024 |
|  | (Amounts in thousands) |
Marina/storage locations |  | $ | 143,189 |  |  | $ | 265,847 |  |  | $ | 267,296 |
Locations without marina/storage |  |  | 103,102 |  |  |  | 114,353 |  |  |  | 117,156 |
Maintenance, repair, storage, rental, charter services, parts and accessories revenue |  | $ | 246,291 |  |  | $ | 380,200 |  |  | $ | 384,452 |
Cost of Sales | Cost of Sales Cost of sales primarily includes cost of products sold, transportation costs from manufacturers to our retail stores, and vendor consideration. Cost of sales includes depreciation of property and equipment from our product manufacturing segment (manufacturing overhead).
Selling, General, and Administrative expenses | Selling, General, and Administrative expenses Selling, general, and administrative expenses primarily include salaries and incentive-based compensation, sales commissions, brokerage commissions, advertising, insurance, utilities, the majority of depreciation and amortization, and other customary operating expenses. Stock-Based Compensation We account for our stock-based compensation plans following the provisions of FASB ASC 718, “Compensation — Stock Compensation” (“ASC 718”). In accordance with ASC 718, we use the Black-Scholes valuation model for estimating the fair value of stock option grants 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 on the grant date. 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. Foreign Currency Transactions For the Company’s foreign subsidiaries that use a currency other than the U.S. dollar as their functional currency, the assets and liabilities are translated at exchange rates in effect at the balance sheet date, and revenues and expenses are translated at the weighted average exchange rate for the period. The effects of these translation adjustments are reported in accumulated other comprehensive income. Gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved are included in operating income. No amounts were reclassified out of accumulated other comprehensive income in fiscal 2024. Advertising and Promotional Cost We expense advertising and promotional costs as incurred and include them in selling, general and administrative expenses in the accompanying Consolidated Statements of Operations. We net amounts received by us under our co-op assistance programs from our manufacturers against the related advertising expenses. Total advertising and promotional expenses approximated $25.8 million, $36.0 million and $37.2 million, net of related co-op assistance, which was not material to the consolidated financial statements, for the fiscal years ended September 30, 2022, 2023, and 2024, respectively. Income Taxes We account for income taxes in accordance with FASB ASC 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. Concentrations of Credit Risk Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash and cash equivalents and accounts receivable. Concentrations of credit risk with respect to our cash and cash equivalents are limited primarily to amounts held with financial institutions. Concentrations of credit risk arising from our receivables are limited primarily to amounts due from manufacturers and financial institutions. Use of Estimates and Assumptions The preparation of 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 at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates made by us in the accompanying consolidated financial statements include valuation allowances, valuation of goodwill and intangible assets, valuation of long-lived assets, and valuation of contingent consideration liabilities. Actual results could differ materially from those estimates. Segment Reporting We report our operations through two reportable segments: Retail Operations and Product Manufacturing. See Note 21.
|  | 2023 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
|  | (Amounts in thousands) |
Assets: |  |  |  |  |  |  |  |  |  |  |  |
Interest rate swap contract |  | $ | — |  |  | $ | 1,409 |  |  | $ | — |  |  | $ | 1,409 |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Contingent consideration liabilities |  | $ | — |  |  | $ | — |  |  | $ | 86,059 |  |  | $ | 86,059 |
There were no transfers between the valuation hierarchy Levels 1, 2, and 3 for the fiscal years ended September 30, 2023 and 2024. The fair value of the Company’s interest rate swap contract is calculated as the present value of expected future cash flows, determined on the basis of forward interest rates and present value factors. The inputs to the fair value measurements reflect Level 2 inputs. The interest rate swap contract balance is included in other long-term assets in the accompanying Consolidated Balance Sheets. The interest rate swap contract is designated as a cash flow hedge with changes in fair value reported in other comprehensive income in the accompanying Consolidated Statements of Comprehensive Income. The fair value of the Company's contingent consideration liabilities is based on the present value of the expected future payments to be made to the sellers of the acquired entities in accordance with the provisions outlined in the respective purchase agreements, which is a Level 3 fair value measurement. In determining fair value, we estimated the acquired entity’s future performance using financial projections developed by management for the acquired entity and market participant assumptions that were derived for revenue growth and/or profitability. We estimated future payments using the earnout formula and performance targets specified in each purchase agreement and the financial projections just described. The risk associated with the financial projections was evaluated using a Monte Carlo simulation analysis, pursuant to which the projections were discounted to present value using a discount rate that takes into consideration market-based rates of return, and then simulated to reflect the ability of the acquired entity to achieve the earnout targets. Such calculated earnout payments were further discounted at our estimated cost of debt, to account for counterparty risk. Actual results, changes in financial projections, market participant assumptions for revenue growth and/or profitability, or market risk factors, result in a change in the fair value of recorded earnout obligations. The following table summarizes ranges for significant quantitative unobservable inputs we utilized in our fair value measurements with respect to contingent consideration liabilities:
Unobservable Input: |  | September 30, 2024
Earnout projected growth (including net operating income) |  | 23% - 25%
Discount rate |  | 11.0%
The contingent consideration liabilities balance is included in accrued expenses and other long-term liabilities in the accompanying Consolidated Balance Sheets. Contingent consideration liabilities, recorded in accrued expenses, totaled approximately $5.4 million and $77.4 million as of September 30, 2023 and September 30, 2024, respectively. Contingent consideration liabilities, recorded in other long-term liabilities, totaled approximately $80.7 million and $3.9 million as of September 30, 2023 and September 30, 2024, respectively. Changes in fair value and net present value of the contingent consideration liabilities are included in selling, general, and administrative expenses in the accompanying Consolidated Statements of Operations. The following table sets forth the changes in fair value of our contingent consideration liabilities, which reflect Level 3 inputs, for the fiscal the years ended September 30, 2023 and 2024:
|  | Contingent Consideration Liabilities |
|  | (Amounts in thousands) |
Balance as of September 30, 2022 |  | $ | 15,207 |
Additions from business acquisitions |  |  | 77,380 |
Settlement of contingent consideration liabilities |  |  | (8,900 | )
Change in fair value and net present value of contingency |  |  | 2,372 |
Balance as of September 30, 2023 |  | $ | 86,059 |
Additions from business acquisitions |  |  | 1,313 |
Settlement of contingent consideration liabilities |  |  | (3,032 | )
Change in fair value and net present value of contingency |  |  | (3,029 | )
Balance as of September 30, 2024 |  | $ | 81,311 |
We determined the carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, short-term borrowings, and the revolving mortgage facility approximate their fair values because of the nature of their terms and current market rates of these instruments. The fair value of our mortgage facilities and term loan, which are not carried at fair value in the accompanying Consolidated Balance Sheets, was determined using Level 2 inputs based on the discounted cash flow method. We estimate the fair value of our mortgage facilities using a present value technique based on current market interest rates for similar types of financial instruments that reflect Level 2 inputs. The following table summarizes the carrying value and fair value of our mortgage facilities and term loan as of September 30,
|  | 2023 |  |  | 2024 |
|  | Fair Value |  |  | Carrying Value |  |  | Fair Value |  |  | Carrying Value |
|  | (Amounts in thousands) |
Mortgage facility payable to Flagship Bank |  | $ | 6,027 |  |  | $ | 5,907 |  |  | $ | 5,501 |  |  | $ | 5,411 |
Mortgage facility payable to Seacoast National Bank |  |  | 17,223 |  |  |  | 16,735 |  |  |  | 15,467 |  |  |  | 15,378 |
Mortgage facility payable to Hancock Whitney Bank |  |  | 24,171 |  |  |  | 23,279 |  |  |  | 21,781 |  |  |  | 21,366 |
Term loan payable to M&T Bank |  |  | 379,650 |  |  |  | 377,500 |  |  |  | 347,250 |  |  |  | 347,500 |
5. ACCOUNTS RECEIVABLE: Trade receivables consist primarily of receivables from financial institutions, which provide funding for customer boat financing and amounts due from financial institutions earned from arranging financing with our customers. We normally collect these receivables within 30 days of the sale. Trade receivables also include amounts due from customers on the sale of boats, parts, service, and storage. Amounts due from manufacturers represent receivables for various manufacturer programs and parts and service work performed pursuant to the manufacturers’ warranties. Accounts receivable are presented net of an allowance for expected credit losses. The allowance for expected credit losses, which was not material to the consolidated financial statements as of September 30, 2023 or 2024, was based on our consideration of past collection experience, current information, and reasonable and supportable forecasts. Accounts receivable, net consisted of the following as of September 30,
|  | 2023 |  |  | 2024 |
|  | (Amounts in thousands) |
Trade receivables, net |  | $ | 70,752 |  |  | $ | 84,120 |
Amounts due from manufacturers |  |  | 13,555 |  |  |  | 19,937 |
Other receivables |  |  | 1,473 |  |  |  | 2,352 |
Accounts receivable, net |  | $ | 85,780 |  |  | $ | 106,409 |
6. INVENTORIES: Inventories consisted of the following as of September 30,
|  | 2023 |  |  | 2024 |
|  | (Amounts in thousands) |
New and used boats, motors, and trailers |  | $ | 625,287 |  |  | $ | 784,152 |
In transit inventory and deposits |  |  | 115,879 |  |  |  | 60,470 |
Parts, accessories, and other |  |  | 18,712 |  |  |  | 14,569 |
Work-in-process |  |  | 22,340 |  |  |  | 24,996 |
Raw materials |  |  | 30,612 |  |  |  | 22,454 |
Inventories |  | $ | 812,830 |  |  | $ | 906,641 |
7. PROPERTY AND EQUIPMENT: Property and equipment, net consisted of the following as of September 30,
|  | 2023 |  |  | 2024 |
|  | (Amounts in thousands) |
Land |  | $ | 124,605 |  |  | $ | 124,975 |
Buildings and improvements |  |  | 413,688 |  |  |  | 435,665 |
Machinery and equipment |  |  | 100,517 |  |  |  | 105,070 |
Furniture and fixtures |  |  | 8,153 |  |  |  | 7,378 |
Vehicles |  |  | 24,848 |  |  |  | 26,930 |
Gross property and equipment |  |  | 671,811 |  |  |  | 700,018 |
Less: accumulated depreciation and amortization |  |  | (144,259 | ) |  |  | (167,252 | )
Property and equipment, net |  | $ | 527,552 |  |  | $ | 532,766 |
Depreciation expense on property and equipment, which includes amounts allocated to cost of sales, totaled approximately $16.7 million, $32.3 million and $35.7 million, for the fiscal years ended September 30, 2022, 2023, and 2024, respectively. 8. LEASES: Lessee Substantially all of the leases that we enter into are real estate leases. We lease numerous facilities relating to our operations, including showrooms, display lots, marinas, service facilities, slips, offices, equipment and our corporate headquarters. Leases for real property have terms, including renewal options, ranging from one to in excess of twenty-five years. In addition, we lease certain charter boats for our yacht charter business. As of September 30, 2024, the weighted-average remaining lease term for our leases was approximately 21 years. All of our leases are classified as operating leases, which are included as right-of-use ("ROU") assets and operating lease liabilities in the accompanying Consolidated Balance Sheets. For the fiscal years ended September 30, 2022, 2023, and 2024, operating lease expenses recorded in selling, general, and administrative expenses were approximately $23.5 million, $30.4 million, and $33.8 million, of which approximately $0.6 million, $0.7 million, and $0.7 million, related to variable lease expenses, respectively. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We do not have any significant leases that have not yet commenced but that create significant rights and obligations for us. We have elected the practical expedient under ASC Topic 842 to not separate lease and nonlease components. Our real estate and equipment leases often require that we pay maintenance in addition to rent. Additionally, our real estate leases generally require payment of real estate taxes and insurance. Maintenance, real estate taxes, and insurance payments are generally variable and based on actual costs incurred by the lessor. Therefore, these amounts are not included in the consideration of the contract when determining the ROU asset and lease liability, but are reflected as variable lease expenses. Substantially all of our lease agreements include fixed rental payments. Certain of our lease agreements include fixed rental payments that are adjusted periodically by a fixed rate or changes in an index. The fixed payments, including the effects of changes in the fixed rate or amount, and renewal options reasonably certain to be exercised, are included in the measurement of the related lease liability. Most of our real estate leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more. The exercise of lease renewal options is at our sole discretion. If it is reasonably certain that we will exercise such options, the periods covered by such options are included in the lease term and are recognized as part of our right of use assets and lease liabilities. The depreciable life of assets and leasehold improvements are limited by the expected lease term, which includes renewal options reasonably certain to be exercised. For our incremental borrowing rate, we generally use a portfolio approach to determine the discount rate for leases with similar characteristics. We determine discount rates based upon our hypothetical credit rating, taking into consideration our short-term borrowing rates, and then adjusting as necessary for the appropriate lease term. As of September 30, 2024, the weighted-average discount rate used was approximately 6.5%. As of September 30, 2024, maturities of lease liabilities by fiscal year are summarized as follows:
|  | (Amounts in thousands) |
2025 |  | $ | 16,134 |
2026 |  |  | 16,935 |
2027 |  |  | 15,525 |
2028 |  |  | 14,918 |
2029 |  |  | 13,451 |
Thereafter |  |  | 258,513 |
Total lease payments |  |  | 335,476 |
Less: interest |  |  | (201,189 | )
Present value of lease liabilities |  | $ | 134,287 |
The following table sets forth supplemental cash flow information related to leases for the fiscal years ended September 30,
| 2022 |  |  | 2023 |  |  | 2024 |
| (Amounts in thousands) |
Cash paid for amounts included in the measurement of lease liabilities: |  |  |  |  |  |  |  |
Operating cash flows from operating leases | $ | 16,039 |  |  | $ | 17,474 |  |  | $ | 18,358 |
Right-of-use assets obtained in exchange for lease obligations: |  |  |  |  |  |  |  |
Operating leases | $ | 4,588 |  |  | $ | 42,488 |  |  | $ | 5,548 |
The Company reports the amortization of ROU assets and the change in operating lease liabilities on a net basis in accrued expenses and other liabilities in the accompanying Consolidated Statements of Cash Flows. Lessor The Company enters into certain agreements as a lessor under which it rents buildings to third parties. Initial terms of our real estate leases are generally three to five years, exclusive of options to renew, which are generally exercisable at our sole discretion for one term of five years. These leases meet all of the criteria of an operating lease and are accordingly recognized straight line over the lease term. The following table summarizes the amount of operating lease income and other income included in total revenues in the accompanying consolidated statements of operations:
| 2023 |  |  | 2024 |
| (Amounts in thousands) |
Operating leases: |  |  |  |  |
Operating lease income | $ | 9,780 |  |  | $ | 10,065 |
Variable lease income |  | 526 |  |  |  | 1,008 |
Total rental income | $ | 10,306 |  |  | $ | 11,073 |
As of September 30, 2024, future minimum payments to be received during the next five years and thereafter are as follows:
|  | (Amounts in thousands) |
2025 |  | $ | 7,696 |
2026 |  |  | 6,073 |
2027 |  |  | 4,082 |
2028 |  |  | 2,261 |
2029 |  |  | 828 |
Thereafter |  |  | — |
Total lease payments |  | $ | 20,940 |
9. GOODWILL, OTHER INTANGIBLE ASSETS, AND OTHER LONG-TERM ASSETS: In March 2024, we acquired Williams Tenders USA, a premier distributor and retailer for UK-based Williams Jet Tenders Ltd., the world’s leading manufacturer of rigid inflatable jet tenders for the luxury yacht market. In March 2024, we also acquired Native Marine, a boat dealer based in Islamorada, Florida. In October 2023, we acquired a controlling interest of AGY, a luxury charter management agency based in Athens, Greece. In June 2023, we acquired C&C Boat Works, a full-service boat dealer based in Crosslake, Minnesota. In January 2023, we acquired Boatzon, a boat and marine digital retail platform, through our technology entity, New Wave Innovations. In December 2022, we acquired Midcoast Marine Group, a leading full-service marine construction Company based on Central Florida's Gulf Coast. These three acquisitions completed in fiscal year 2023 were purchased for an aggregate consideration of approximately $49.0 million (net of cash acquired of $0.1 million), including estimated contingent consideration of $9.7 million. Tangible assets acquired, net of liabilities assumed and cash acquired, totaled approximately $20.3 million; intangible assets acquired totaled $1.9 million; and total goodwill recognized was approximately $26.8 million. The goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisitions. Approximately $13.6 million of goodwill related to these acquisitions is deductible for tax purposes. In October 2022, we purchased all of the outstanding equity of IGY Marinas for an aggregate consideration of approximately $552.9 million (net of cash acquired of $28.1 million), including estimated contingent consideration of $67.7 million. Tangible assets acquired, net of liabilities assumed and cash acquired, totaled approximately $259.4 million; intangible assets acquired totaled $30.4 million; and total goodwill recognized was approximately $293.5 million. The goodwill represents the future economic benefits resulting from the acquisition. Approximately $193.3 million of goodwill related to this acquisition is deductible for tax purposes. In April 2022, through Northrop & Johnson, we acquired Superyacht Management, S.A.R.L., better known as SYM, a superyacht management company based in Golfe-Juan, France. In total, goodwill and other intangible assets increased, primarily due to acquisitions, by $353.1 million and $30.2 million, for the fiscal years ended September 30, 2023 and 2024, respectively. These acquisitions have resulted in the recording of goodwill deductible for tax purposes of $216.0 million and $0.7 million, for the fiscal years ended September 30, 2023 and 2024, respectively. Current and previous acquisitions have resulted in the recording of $559.8 million and $592.3 million in goodwill and $39.7 million and $37.5 million in other intangible assets as of September 30, 2023 and 2024, respectively. The following table sets forth the changes in carrying amount of goodwill by reportable segment for the fiscal years ended September 30, 2023 and 2024:
|  | Retail Operations |  |  | Product Manufacturing |  |  | Total |
|  | (Amounts in thousands) |
Balance as of September 30, 2022 |  | $ | 166,551 |  |  | $ | 69,034 |  |  | $ | 235,585 |
Goodwill acquired |  |  | 321,166 |  |  |  | — |  |  |  | 321,166 |
Foreign currency translation |  |  | 3,069 |  |  |  | — |  |  |  | 3,069 |
Balance as of September 30, 2023 |  | $ | 490,786 |  |  | $ | 69,034 |  |  | $ | 559,820 |
Goodwill acquired |  |  | 29,335 |  |  |  | — |  |  |  | 29,335 |
Foreign currency translation |  |  | 3,138 |  |  |  | — |  |  |  | 3,138 |
Balance as of September 30, 2024 |  | $ | 523,259 |  |  | $ | 69,034 |  |  | $ | 592,293 |
Other intangible assets, net, at September 30, consisted of the following:
|  | 2023 |  |  | 2024 |
|  | (Amounts in thousands) |
Trade names — indefinite-lived |  | $ | 17,712 |  |  | $ | 18,270 |
Other intangible assets, primarily customer relationships |  |  | 25,929 |  |  |  | 32,818 |
|  |  | 43,641 |  |  |  | 51,088 |
Less: accumulated amortization |  |  | (3,928 | ) |  |  | (13,630 | )
Intangible assets, net |  | $ | 39,713 |  |  | $ | 37,458 |
The weighted average amortization period for other intangible assets is 4.1 years and they have no expected residual value. The following table sets forth the aggregate amortization expense for each of the five succeeding fiscal years:
|  | (Amounts in thousands) |
2025 |  | $ | 9,154 |
2026 |  |  | 5,801 |
2027 |  |  | 4,214 |
2028 |  |  | 19 |
2029 |  |  | — |
Total |  | $ | 19,188 |
10. ACCRUED EXPENSES: Accrued expenses consisted of the following as of September 30,
|  | 2023 |  |  | 2024 |
|  | (Amounts in thousands) |
Payroll accruals |  | $ | 43,273 |  |  | $ | 46,652 |
Customer and storage accruals |  |  | 28,829 |  |  |  | 31,161 |
Sales and other taxes payable |  |  | 9,673 |  |  |  | 8,297 |
Contingent consideration |  |  | 5,317 |  |  |  | 77,379 |
Other accruals |  |  | 25,654 |  |  |  | 33,806 |
Accrued expenses |  | $ | 112,746 |  |  | $ | 197,295 |
11. SHORT-TERM BORROWINGS AND LONG-TERM DEBT: In July 2023, we executed the Amended Credit Facility with Manufacturers and Traders Trust Company ("M&T Bank") 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”). The Amended Credit Facility provides the Company short-term borrowing in the form of 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). The Amended Credit Facility also provides long-term debt in the form of 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. As of September 30, 2024, our available borrowings under the delayed draw mortgage loan facility were approximately $100 million, and our available borrowings under the revolving credit facility were approximately $86 million. 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. The Amended Credit Agreement has certain financial covenants as specified in the agreement. The covenants include provisions that our leverage ratio must not exceed 3.35 to 1.0 and that our consolidated fixed charge coverage ratio must be greater than 1.10 to 1.0. As of September 30, 2024, we were in compliance with all covenants under the Amended Credit Agreement. The Amended Credit Agreement is secured by the Company’s personal property assets, including inventory and related accounts receivable. The mortgage loans will also be secured by the real estate pledged as collateral for such loans. In August 2022, we entered into a Credit Agreement with M&T Bank as Administrative Agent, Swingline Lender, and Issuing Bank, Wells Fargo Commercial Distribution Finance, LLC, as Floor Plan Agent, and the lenders party thereto (the “2022 Credit Agreement”). The 2022 Credit Agreement provided the Company short-term borrowing (the "2022 Floor Plan") in the form of a line of credit with asset based borrowing availability of up to $750 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). The 2022 Credit Agreement also provided long-term debt in the form of 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 was to have been August 2027. The 2022 Credit Agreement was replaced by the Amended Credit Facility in July 2023. As of September 30, 2024, our outstanding short term borrowings under the Floor Plan associated with financing our inventory and working capital needs totaled approximately $709.0 million. As of September 30, 2024, our short-term borrowings, which solely consisted of the Floor Plan, included unamortized debt issuance costs of approximately $1.3 million. As of September 30, 2023, our short term borrowings under the Floor Plan totaled approximately $537.1 million, and included unamortized debt issuance costs of approximately $1.6 million. As of September 30, 2023 and 2024, the interest rate on the outstanding short-term borrowings, which solely consisted of the Floor Plan, was approximately 8.8% and 8.7%, respectively. As of September 30, 2024, our additional available Floor Plan borrowings under our Amended Credit Facility were approximately $1.5 million based upon the outstanding borrowing base availability. As of September 30, 2024, no amounts were withdrawn on the revolving credit facility or the delayed draw mortgage loan facility. As of September 30, 2024, we had approximately $14.1 million in letters of credit that reduced the available borrowings under the revolving credit facility. 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. 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. However, we rely on our Amended Credit Agreement 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 Agreement also depends upon the ability of our lenders to meet their funding commitments, particularly if they experience shortages of capital, experience excessive volumes of borrowing requests from others during a short period of time or otherwise experience liquidity issues of their own as other lending institutions have recently experienced. 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 Agreement to fund our operations. Any inability to utilize our Amended Credit Agreement 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. Long-term Debt The below table summarizes the Company’s long-term debt.
|  | September 30, 2024 |
|  | (Amounts in thousands) |
Mortgage facility payable to Flagship Bank bearing interest at 7.00% (prime minus 100 basis points with a floor of 2.00%). Requires monthly principal and interest payments with a balloon payment of approximately $4.0 million due August 2027. |  | $ | 5,411 |
Mortgage facility payable to Seacoast National Bank bearing interest at 7.09% (SOFR plus 220 basis points). Requires monthly interest payments for the first year and then monthly principal and interest payments with a balloon payment of approximately $10.0 million due September 2031. |  |  | 15,378 |
Mortgage facility payable to Hancock Whitney Bank bearing interest at 7.38% (prime minus 62.5 basis points with a floor of 2.25%). Requires monthly principal and interest payments with a balloon payment of approximately $15.5 million due November 2027. 50% of the outstanding borrowings are hedged with an interest rate swap contract with a fixed rate of 3.20%. |  |  | 21,366 |
Revolving mortgage facility with FineMark National Bank & Trust bearing interest at 7.75% (prime minus 25 basis points with a floor of 3.00%). Facility matures in October 2027. Current available borrowings under the facility were approximately $21.0 million at September 30, 2024. |  |  | — |
Term loan payable to M&T Bank bearing interest at 6.67%. Requires quarterly principal and interest payments. Facility matures in August 2027. |  |  | 347,500 |
Loan payable to TRANSPORT S.a.s di Taula Vittorio & C. bearing interest at 7.21%. Requires quarterly principal and interest payments. Facility matures in December 2030. |  |  | 1,531 |
Total long-term debt |  |  | 391,186 |
Less: current portion |  |  | (33,766 | )
Less: unamortized portion of debt issuance costs |  |  | (1,514 | )
Long-term debt, net current portion and unamortized debt issuance costs |  | $ | 355,906 |
|  | September 30, 2023 |
|  | (Amounts in thousands) |
Mortgage facility payable to Flagship Bank bearing interest at 7.50% (prime minus 100 basis points with a floor of 2.00%). Requires monthly principal and interest payments with a balloon payment of approximately $4.0 million due August 2027. |  | $ | 5,907 |
Mortgage facility payable to Seacoast National Bank bearing interest at 7.88% (SOFR plus 220 basis points). Requires monthly interest payments for the first year and then monthly principal and interest payments with a balloon payment of approximately $10.0 million due September 2031. |  |  | 16,735 |
Mortgage facility payable to Hancock Whitney Bank bearing interest at 7.88% (prime minus 62.5 basis points with a floor of 2.25%). Requires monthly principal and interest payments with a balloon payment of approximately $15.5 million due November 2027. 50% of the outstanding borrowings are hedged with an interest rate swap contract with a fixed rate of 3.20%. |  |  | 23,279 |
Revolving mortgage facility with FineMark National Bank & Trust bearing interest at 8.25% (prime minus 25 basis points with a floor of 3.00%). Facility matures in October 2027. Current available borrowings under the facility were approximately $22.7 million at September 30, 2023. |  |  | — |
Term loan payable to M&T Bank bearing interest at 6.83%. Requires quarterly principal and interest payments. Facility matures in August 2027. |  |  | 377,500 |
Loan payable to TRANSPORT S.a.s di Taula Vittorio & C. bearing interest at 7.08%. Requires quarterly principal and interest payments. Facility matures in December 2030. |  |  | 1,478 |
Total long-term debt |  |  | 424,899 |
Less: current portion |  |  | (33,767 | )
Less: unamortized portion of debt issuance costs |  |  | (1,901 | )
Long-term debt, net current portion and unamortized debt issuance costs |  | $ | 389,231 |
As of September 30, 2024, the aggregate maturities of long-term debt by fiscal year are summarized as follows:
|  | (Amounts in thousands) |
2025 |  | $ | 33,766 |
2026 |  |  | 33,766 |
2027 |  |  | 295,191 |
2028 |  |  | 16,983 |
2029 |  |  | 1,357 |
Thereafter |  |  | 10,123 |
Total long-term debt |  | $ | 391,186 |
12. INCOME TAXES: Income before income tax provision consisted of the following components for the fiscal years ended September 30,
|  | 2022 |  |  | 2023 |  |  | 2024 |
|  | (Amounts in thousands) |
Income before income tax provision: |  |  |  |  |  |  |  |  |
United States |  | $ | 254,052 |  |  | $ | 130,535 |  |  | $ | 42,218 |
Other |  |  | 7,869 |  |  |  | 16,900 |  |  |  | 12,113 |
Total |  | $ | 261,921 |  |  | $ | 147,435 |  |  | $ | 54,331 |
The components of our provision from income taxes consisted of the following for the fiscal years ended September 30,
|  | 2022 |  |  | 2023 |  |  | 2024 |
|  | (Amounts in thousands) |
Current provision: |  |  |  |  |  |  |  |  |
Federal |  | $ | 49,380 |  |  | $ | 9,315 |  |  | $ | 6,074 |
Foreign |  |  | 1,739 |  |  |  | 3,204 |  |  |  | 2,888 |
State |  |  | 11,004 |  |  |  | 2,307 |  |  |  | 2,644 |
Total current provision |  | $ | 62,123 |  |  | $ | 14,826 |  |  | $ | 11,606 |
Deferred provision: |  |  |  |  |  |  |  |  |
Federal |  | $ | 1,650 |  |  | $ | 18,723 |  |  | $ | 5,733 |
Foreign |  |  | — |  |  |  | — |  |  |  | (3,238 | )
State |  |  | 159 |  |  |  | 4,408 |  |  |  | 1,492 |
Total deferred provision |  |  | 1,809 |  |  |  | 23,131 |  |  |  | 3,987 |
Total income tax provision |  | $ | 63,932 |  |  | $ | 37,957 |  |  | $ | 15,593 |
Below is a reconciliation of the statutory federal income tax rate to our effective tax rate for the fiscal years ended September 30,
|  | 2022 |  |  | 2023 |  |  | 2024 |
Federal tax provision |  |  | 21.0 | % |  |  | 21.0 | % |  |  | 21.0 | %
State taxes, net of federal benefit |  |  | 3.4 | % |  |  | 3.6 | % |  |  | 3.0 | %
Stock-based compensation |  |  | (0.6 | )% |  |  | (0.2 | )% |  |  | 4.2 | %
Foreign rate differential |  |  | — |  |  |  | 0.2 | % |  |  | (2.0 | )%
US tax on foreign earnings |  |  | — |  |  |  | 1.4 | % |  |  | 1.5 | %
Equity investment |  |  | — |  |  |  | (0.9 | )% |  |  | — |
Other |  |  | 0.6 | % |  |  | 0.6 | % |  |  | 1.0 | %
Effective tax rate |  |  | 24.4 | % |  |  | 25.7 | % |  |  | 28.7 | %
The impact of stock-based compensation on the effective tax rate is driven by changes in our stock price from when equity awards are granted as compared to when the awards vest and non-deductible awards. Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax purposes. The tax effects of these temporary differences representing the components of deferred tax assets as of September 30,
|  | 2023 |  |  | 2024 |
|  | (Amounts in thousands) |
Deferred tax assets: |  |  |  |  |  |
Inventories |  | $ | 1,010 |  |  | $ | 2,994 |
Operating lease liabilities |  |  | 31,103 |  |  |  | 31,280 |
Accrued expenses |  |  | 1,069 |  |  |  | 2,214 |
Stock-based compensation |  |  | 5,508 |  |  |  | 5,756 |
Interest deductions |  |  | 2,413 |  |  |  | 520 |
US tax effect of foreign taxes |  |  | 4,908 |  |  |  | 3,999 |
Tax loss carryforwards |  |  | 2,919 |  |  |  | 3,315 |
Other |  |  | 1,826 |  |  |  | 2,724 |
Valuation allowance |  |  | (556 | ) |  |  | — |
Total long-term deferred tax assets |  | $ | 50,200 |  |  | $ | 52,802 |
Deferred tax liabilities: |  |  |  |  |  |
Depreciation and amortization |  |  | (69,904 | ) |  |  | (72,133 | )
Operating lease right-of-use assets |  |  | (31,392 | ) |  |  | (33,225 | )
Equity method investments |  |  | (3,835 | ) |  |  | (3,531 | )
Other |  |  | (1,996 | ) |  |  | (4,230 | )
Total long-term deferred tax liabilities |  | $ | (107,127 | ) |  | $ | (113,119 | )
Net deferred tax liabilities |  | $ | (56,927 | ) |  | $ | (60,317 | )
Pursuant to ASC 740, we must consider all positive and negative evidence regarding the realization of deferred tax assets. ASC 740 provides four possible sources of taxable income to realize deferred tax assets: 1) taxable income in prior carryback years, 2) reversals of existing deferred tax liabilities, 3) tax planning strategies and 4) projected future taxable income. As of September 30, 2024, we have no available taxable income in prior carryback years and have not identified prudent and feasible tax planning strategies. Therefore, the recoverability of our deferred tax assets is dependent upon the reversal of existing deferred tax liabilities and generating future taxable income. It is more likely than not that we will generate sufficient taxable income to realize the deferred tax asset not offset by reversing deferred tax liabilities. As of September 30, 2024, the Company has NOL carryforwards of approximately $4.5 million and $9.1 million for state and foreign income tax purposes, respectively, which resulted in a deferred tax asset of $3.3 million, and expire at various dates beginning in 2025. Significant judgment is required in evaluating our uncertain tax positions. Although we believe our tax return positions are sustainable, we recognize tax benefits from uncertain tax positions in the consolidated financial statements only when it is more likely than not that the positions will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits and a consideration of the relevant taxing authority’s administrative practices and precedents. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as the related net interest and penalties. As of September 30, 2023 and 2024, we had approximately $5.8 million and $4.1 million, respectively of gross unrecognized tax benefits. The reconciliation of the total amount recorded for unrecognized tax benefits at the beginning and end of the fiscal years ended September 30, 2023 and 2024 is as follows:
|  | 2023 |  |  | 2024 |
|  | (Amounts in thousands) |
Unrecognized tax benefits at the beginning of the year |  | $ | — |  |  | $ | 5,833 |
Increases in tax positions for prior years |  |  | 5,837 |  |  |  | — |
Decreases in tax positions for prior years |  |  | (4 | ) |  |  | (1,748 | )
Unrecognized tax benefits at the end of the year |  | $ | 5,833 |  |  | $ | 4,085 |
Consistent with our prior practices, we recognize interest and penalties related to uncertain tax positions as a component of income tax expense. As of September 30, 2023 and 2024, interest and penalties represented approximately $1.4 million of the gross unrecognized tax benefits. We are subject to tax by federal, state, and foreign taxing authorities. Until the respective statutes of limitations expire, we are subject to income tax audits in the jurisdictions in which we operate. We are no longer subject to U.S. federal tax assessments for fiscal years prior to 2021, we are not subject to assessments prior to the 2018 fiscal year for the majority of the State jurisdictions and we are not subject to assessments prior to the 2019 calendar year for the majority of the foreign jurisdictions. 13. SHAREHOLDERS’ EQUITY: The Company maintains a stock repurchase plan authorizing the Company to purchase up to $100 million of its common stock through March 2026. Under the plan, we may buy back common stock from time to time in the open market or in privately negotiated blocks, dependent upon various factors, including price and availability of the shares, and general market conditions. Through September 30, 2024 we had purchased an aggregate of 7,354,237 shares of common stock under the current and historical share repurchase plans for an aggregate purchase price of approximately $150.8 million. Based on our closing stock price of $35.27 as of September 30, 2024, approximately 2.8 million shares remained available for future purchases under the current share repurchase program. 14. STOCK-BASED COMPENSATION: We account for our stock-based compensation plans following the provisions of FASB ASC 718, “Compensation — Stock Compensation” (“ASC 718”). In accordance with ASC 718, we use the Black-Scholes valuation model for valuing all options granted (Note 15) and shares purchased under our Amended 2008 Employee Stock Purchase Plan (“Stock Purchase Plan”). We measure compensation for restricted stock awards and restricted stock units (Note 17) 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 on a straight-line basis over the requisite service period for each separately vesting portion of the award. Stock-based compensation expense recorded in selling, general, and administrative expenses was approximately $16.0 million, $21.7 million, and $24.0 million, for the fiscal years ended September 30, 2022, 2023, and 2024, respectively. Cash received from option exercises under all share-based compensation arrangements for the fiscal years ended September 30, 2022, 2023 and 2024 was approximately $2.2 million, $2.4 million, and $2.6 million, respectively. We currently expect to satisfy share-based awards with registered shares available to be issued from the Stock Purchase Plan. 15. THE INCENTIVE STOCK PLANS: In February 2023, our shareholders approved a proposal to amend our 2021 Plan, to increase the total number of available shares by 1,300,000. In February 2022, our shareholders approved a proposal to authorize our 2021 Stock-Based Compensation Plan (“2021 Plan”), which replaced our 2011 Stock-Based Compensation Plan (“2011 Plan”). Our 2021 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, stock units, bonus stock, dividend equivalents, other stock related awards, and performance awards (collectively “awards”), that may be settled in cash, stock, or other property. Our 2021 Plan is designed to attract, motivate, retain, and reward our executives, employees, officers, directors, and independent contractors by providing such persons with annual and long-term performance incentives to expend their maximum efforts in the creation of shareholder value. The total number of shares of our common stock that may be subject to awards under the 2021 Plan is equal to 2,300,000 shares, plus: (i) any shares available for issuance and not subject to an award under the 2007 Plan or the 2011 Plan, which was 545,729 in aggregate at the time of the approval of the 2021 Plan; (ii) the number of shares with respect to which awards granted under the 2021 Plan, the 2011 Plan or the 2007 Plan terminate without the issuance of the shares or where the shares are forfeited or repurchased; (iii) with respect to awards granted under the 2021 Plan, the 2011 Plan and the 2007 Plan, the number of shares that are not issued as a result of the award being settled for cash or otherwise not issued in connection with the exercise or payment of the award; 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 2021 Plan, the 2011 Plan or the 2007 Plan. The 2021 Plan terminates in February 2032, and awards may be granted at any time during the life of the 2021 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 2021 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, 2023 through September 30, 2024:
|  | Shares Available for Grant |  |  | Options Outstanding |  |  | Aggregate Intrinsic Value (Amounts in thousands) |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Life |
Balance as of September 30, 2023 |  |  | 1,984,588 |  |  |  | 54,750 |  |  | $ | 746 |  |  | $ | 20.96 |  |  |  | 2.5 |
Options granted |  |  | (5,000 | ) |  |  | 5,000 |  |  |  |  |  |  | — |  |  |  |
Options cancelled/forfeited/expired |  |  | 21,000 |  |  |  | (21,000 | ) |  |  |  |  |  | 15.80 |  |  |  |
Options exercised |  |  | — |  |  |  | (8,000 | ) |  |  |  |  |  | 16.01 |  |  |  |
Restricted stock awards granted |  |  | (726,903 | ) |  |  | — |  |  |  |  |  |  | — |  |  |  |
Restricted stock awards forfeited |  |  | 79,040 |  |  |  | — |  |  |  |  |  |  | — |  |  |  |
Additional shares of stock issued |  |  | (57,661 | ) |  |  | — |  |  |  |  |  |  | — |  |  |  |
Balance as of September 30, 2024 |  |  | 1,295,064 |  |  |  | 30,750 |  |  | $ | 296 |  |  | $ | 26.97 |  |  |  | 5.0 |
Exercisable as of September 30, 2024 |  |  |  |  |  | 25,750 |  |  | $ | 287 |  |  | $ | 28.10 |  |  |  | 4.2 |
During the fiscal years ended September 30, 2023 and 2024, 5,000 options were granted each year. We used the Black-Scholes model to estimate the fair value of options granted. The expected term of options granted is estimated based on historical experience. 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 16. EMPLOYEE STOCK PURCHASE PLAN: In February 2019, our shareholders approved a proposal to amend our 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 1,500,000 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 annual offerings beginning on the first day of October in each of the years 2008 through 2027, 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. 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 the fiscal years ended September 30,
|  | 2022 |  | 2023 |  | 2024
Dividend yield |  | 0.0% |  | 0.0% |  | 0.0%
Risk-free interest rate |  | 0.7% |  | 4.4% |  | 5.4%
Volatility |  | 49.0% |  | 47.1% |  | 45.3%
Expected life |  | Six months |  | Six months |  | Six months
As of September 30, 2024, we had issued 1,381,608 shares of common stock under our Stock Purchase Plan 17. RESTRICTED STOCK AWARDS: We have granted non-vested (restricted) stock awards (“restricted stock”) and restricted stock units (“RSUs”) to employees, directors, and officers pursuant to the 2021 Plan, 2011 Plan, and the 2007 Plan. The restricted stock awards and RSUs have varying vesting periods, but generally become fully vested between two and four years after the grant date, depending on the specific award, performance targets met for performance-based awards granted to officers, and vesting period for time-based awards. 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 175% 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, 2023 through September 30, 2024:
|  | Shares/ Units |  |  | Weighted Average Grant Date Fair Value |
Non-vested balance as of September 30, 2023 |  |  | 1,341,151 |  |  | $ | 35.02 |
Changes during the period: |  |  |  |  |  |
Awards granted |  |  | 726,903 |  |  | $ | 31.09 |
Awards vested |  |  | (535,785 | ) |  | $ | 38.05 |
Awards forfeited |  |  | (79,040 | ) |  | $ | 33.09 |
Non-vested balance as of September 30, 2024 |  |  | 1,453,229 |  |  | $ | 32.04 |
As of September 30, 2024, we had approximately $21.9 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 1.7 years. 18. NET INCOME PER SHARE: The following table presents shares used in the calculation of basic and diluted net income per share for the fiscal years ended September 30,
|  | 2022 |  |  | 2023 |  |  | 2024 |
Weighted average common shares outstanding used in calculating basic net income per share |  |  | 21,706,225 |  |  |  | 21,852,425 |  |  |  | 22,271,580 |
Effect of dilutive options and non-vested restricted stock awards |  |  | 692,984 |  |  |  | 576,956 |  |  |  | 742,628 |
Weighted average common and common equivalent shares used in calculating diluted net income per share |  |  | 22,399,209 |  |  |  | 22,429,381 |  |  |  | 23,014,208 |
For the fiscal years ended September 30, 2022, 2023, and 2024 there were 71,976, 10,963 and 6,325 weighted average shares of options outstanding and non-vested restricted stock outstanding, respectively, that were not included in the computation of diluted net income per share because the options’ exercise prices or non-vested restricted stock prices were greater than the average market price of our common stock, and therefore, their effect would be anti-dilutive 19. 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 September 30, 2024, we believe that these matters should not have a material adverse effect on our consolidated financial condition, results of operations or cash flows. In connection with certain of our workers’ compensation insurance policies, we maintain standby letters of credit and surety bonds for our insurance carriers in the amount of $2.3 million relating primarily to retained risk on our workers compensation claims. In connection with our equity investment in Cannes, France, we maintain standby letters of credit of approximately $11.8 million. We are subject to federal and state environmental regulations, including rules relating to air and water pollution and the storage and disposal of gasoline, oil, other chemicals and waste. We believe that we are in compliance with such regulations. 20. EMPLOYEE 401(k) PROFIT SHARING PLANS: Employees are eligible to participate in our 401(k) Profit Sharing Plan (the “Plan”) following their 90-day introductory period starting either April 1 or October 1, provided that they are 18 years of age. Under the Plan, we matched 50% of participants’ contributions, up to a maximum of 6% of each participant’s compensation. We contributed, under the Plan, or pursuant to previous similar plans, approximately $6.1 million, $7.1 million, and $7.6 million for the fiscal years ended September 30, 2022, 2023 and 2024, respectively. 21. SEGMENT INFORMATION: Reportable Segments The Company’s segments are defined by management’s reporting structure and operating activities. Our chief operating decision maker (“CODM”) is our Chief Executive Officer. Our CODM reviews operational income statement information by segment for purposes of making operating decisions, assessing financial performance, and allocating resources. The CODM is not provided asset information by segment. The Company’s reportable segments are the following: Retail Operations. The Retail Operations segment includes the sale of new and used recreational boats, including pleasure and fishing boats, with a focus on premium brands in each segment. We also sell related marine products, including engines, trailers, parts, and accessories. In addition, we provide repair, maintenance, and slip and storage rentals; we arrange related boat financing, insurance, and extended service contracts; we offer boat and yacht brokerage sales; and we offer yacht charter services. In the British Virgin Islands, we offer the charter of catamarans through MarineMax Vacations. Fraser Yachts Group and Northrop & Johnson, leading superyacht brokerage and luxury yacht services companies with operations in multiple countries, are also included in this segment. We also maintain a network of strategically positioned luxury marinas situated in yachting and sport fishing destinations around the world through IGY Marinas, which is also included in this segment. The Retail Operations segment includes the majority of all corporate costs. Product Manufacturing. The Product Manufacturing segment includes activity of Cruisers Yachts and Intrepid Powerboats. Cruisers Yachts, a wholly-owned MarineMax subsidiary, manufacturing sport yacht and yachts with sales through our select retail dealership locations and through independent dealers. Cruisers Yachts is recognized as one of the world’s premier manufacturers of premium sport yacht and yachts, producing models from 33’ to 60’ feet. Intrepid Powerboats, also a wholly-owned MarineMax subsidiary, is recognized as a world class producer of customized boats, carefully reflecting the unique desires of each individual owner. Intrepid Powerboats follows a direct-to-consumer distribution model and has received many awards and accolades for its innovations and high-quality craftsmanship that create industry leading products in their categories. Intersegment revenue represents yachts that were manufactured in our Product Manufacturing segment and were sold to our Retail Operations segment. The Product Manufacturing segment supplies our Retail Operations segment along with various independent dealers. The following table sets forth depreciation and amortization for each of the Company’s reportable segments for the fiscal years ended September 30,
|  | 2022 |  |  | 2023 |  |  | 2024 |
|  | (Amounts in thousands) |
Depreciation: |  |  |  |  |  |  |  |  |
Retail Operations |  | $ | 16,577 |  |  | $ | 28,172 |  |  | $ | 30,952 |
Product Manufacturing |  |  | 131 |  |  |  | 4,138 |  |  |  | 4,748 |
Depreciation |  | $ | 16,708 |  |  | $ | 32,310 |  |  | $ | 35,700 |
Amortization: |  |  |  |  |  |  |  |  |
Retail Operations |  | $ | 857 |  |  | $ | 7,096 |  |  | $ | 8,494 |
Product Manufacturing |  |  | 1,853 |  |  |  | 1,626 |  |  |  | 293 |
Amortization |  | $ | 2,710 |  |  | $ | 8,722 |  |  | $ | 8,787 |
The following table sets forth revenue and income from operations for each of the Company’s reportable segments for the fiscal years ended September 30,
|  | 2022 |  |  | 2023 |  |  | 2024 |
|  | (Amounts in thousands) |
Revenue: |  |  |  |  |  |  |  |  |
Retail Operations |  | $ | 2,212,922 |  |  | $ | 2,294,362 |  |  | $ | 2,417,941 |
Product Manufacturing |  |  | 176,273 |  |  |  | 222,289 |  |  |  | 154,753 |
Elimination of intersegment revenue |  |  | (81,097 | ) |  |  | (121,945 | ) |  |  | (141,686 | )
Revenue |  | $ | 2,308,098 |  |  | $ | 2,394,706 |  |  | $ | 2,431,008 |
Income from operations: |  |  |  |  |  |  |  |  |
Retail Operations |  | $ | 249,186 |  |  | $ | 192,487 |  |  | $ | 122,863 |
Product Manufacturing |  |  | 20,258 |  |  |  | 23,420 |  |  |  | 431 |
Intersegment adjustments |  |  | (4,240 | ) |  |  | (15,105 | ) |  |  | 4,932 |
Income from operations |  | $ | 265,204 |  |  | $ | 200,802 |  |  | $ | 128,226 |
Intersegment adjustments represent eliminations of intersegment income from sales of boats from Product Manufacturing to Retail Operations and additional income recognized when manufactured boats are sold to the customer through the Retail Operations segment. 22. RELATED PARTIES: Through one of the subsidiaries that it acquired in the IGY Marinas acquisition, the Company has an investment in certain entities that own a marina asset in Cannes, France, which is accounted for under the equity method, as well as a series of notes receivable due from these entities, with a total notes receivable balance of approximately $7.0 million as of September 30, 2024. In October 2020 we acquired Skipper Marine Holdings, Inc. and certain affiliates (collectively, "SkipperBud’s") and retained the previous management of SkipperBud’s. As a result of the acquisition, certain SkipperBud’s locations were leased by MarineMax from the SkipperBud’s sellers and management. Total lease payments to the management of SkipperBud’s were approximately $5.7 million and $5.9 million for fiscal years 2023 and 2024.
Stock-Based Compensation | Stock-Based Compensation We account for our stock-based compensation plans following the provisions of FASB ASC 718, “Compensation — Stock Compensation” (“ASC 718”). In accordance with ASC 718, we use the Black-Scholes valuation model for estimating the fair value of stock option grants 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 on the grant date. 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.
Foreign Currency Transactions | Foreign Currency Transactions For the Company’s foreign subsidiaries that use a currency other than the U.S. dollar as their functional currency, the assets and liabilities are translated at exchange rates in effect at the balance sheet date, and revenues and expenses are translated at the weighted average exchange rate for the period. The effects of these translation adjustments are reported in accumulated other comprehensive income. Gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved are included in operating income. No amounts were reclassified out of accumulated other comprehensive income in fiscal 2024.
Advertising and Promotional Costs | Advertising and Promotional Cost We expense advertising and promotional costs as incurred and include them in selling, general and administrative expenses in the accompanying Consolidated Statements of Operations. We net amounts received by us under our co-op assistance programs from our manufacturers against the related advertising expenses. Total advertising and promotional expenses approximated $25.8 million, $36.0 million and $37.2 million, net of related co-op assistance, which was not material to the consolidated financial statements, for the fiscal years ended September 30, 2022, 2023, and 2024, respectively.
Income Taxes | Income Taxes We account for income taxes in accordance with FASB ASC 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.
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash and cash equivalents and accounts receivable. Concentrations of credit risk with respect to our cash and cash equivalents are limited primarily to amounts held with financial institutions. Concentrations of credit risk arising from our receivables are limited primarily to amounts due from manufacturers and financial institutions.
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of 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 at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates made by us in the accompanying consolidated financial statements include valuation allowances, valuation of goodwill and intangible assets, valuation of long-lived assets, and valuation of contingent consideration liabilities. Actual results could differ materially from those estimates.
Segment Reporting | Segment Reporting We report our operations through two reportable segments: Retail Operations and Product Manufacturing. See Note 21.

X
- Definition Assets held for sale. + References No definition available. + Details
Name: | hzo_AssetsHeldForSalePolicyTextBlock
Namespace Prefix: | hzo_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Insurance. + References No definition available. + Details
Name: | hzo_InsurancePolicyTextBlock
Namespace Prefix: | hzo_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Revenue recognition vendor consideration. + References No definition available. + Details
Name: | hzo_RevenueRecognitionVendorConsiderationPolicyTextBlock
Namespace Prefix: | hzo_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_AccountingPoliciesAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Disclosure of accounting policy for advertising cost. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -SubTopic 35 -Topic 720 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483406/720-35-50-1 + Details
Name: | us-gaap_AdvertisingCostsPolicyTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-1 + Details
Name: | us-gaap_CashAndCashEquivalentsPolicyTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Disclosure of accounting policy for credit risk. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 942 -SubTopic 825 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478898/942-825-50-1 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482861/275-10-50-1 + Details
Name: | us-gaap_ConcentrationRiskCreditRisk
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Disclosure of accounting policy for cost of product sold and service rendered. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Topic 705 -Publisher FASB -URI https://asc.fasb.org/705/tableOfContent + Details
Name: | us-gaap_CostOfSalesPolicyTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Disclosure of accounting policy for (1) transactions denominated in a currency other than the reporting enterprise's functional currency, (2) translating foreign currency financial statements that are incorporated into the financial statements of the reporting enterprise by consolidation, combination, or the equity method of accounting, and (3) remeasurement of the financial statements of a foreign reporting enterprise in a hyperinflationary economy. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/830/tableOfContent + Details
Name: | us-gaap_ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Disclosure of accounting policy for goodwill. This accounting policy also may address how an entity assesses and measures impairment of goodwill, how reporting units are determined, how goodwill is allocated to such units, and how the fair values of the reporting units are determined. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482548/350-20-55-24 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482573/350-20-50-2 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/350-20/tableOfContent + Details
Name: | us-gaap_GoodwillAndIntangibleAssetsGoodwillPolicy
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Disclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SAB Topic 5.CC) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480091/360-10-S99-2 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 05 -Paragraph 4 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482338/360-10-05-4 + Details
Name: | us-gaap_ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 20 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-20 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 19 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-19 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482525/740-10-45-25 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(h)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 17 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-17 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-9 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482525/740-10-45-28 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482765/220-10-50-1 + Details
Name: | us-gaap_IncomeTaxPolicyTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Disclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(6)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 330 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483080/330-10-50-1 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483489/210-10-50-1 Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483426/235-10-50-4 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 912 -SubTopic 330 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478411/912-330-50-1 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 330 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/330/tableOfContent Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 330 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483080/330-10-50-4 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 45 -Paragraph 6 -Subparagraph (a) -SubTopic 10 -Topic 270 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482989/270-10-45-6 + Details
Name: | us-gaap_InventoryPolicyTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Disclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482099/360-10-50-1 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(8)(a)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 6 -SubTopic 360 -Topic 958 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477798/958-360-50-6 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -SubTopic 360 -Topic 958 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477798/958-360-50-1 + Details
Name: | us-gaap_PropertyPlantAndEquipmentPolicyTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Disclosure of accounting policy for revenue. Includes revenue from contract with customer and from other sources. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483426/235-10-50-4 Reference 3: http://www.xbrl.org/2003/role/exampleRef -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (e) -SubTopic 10 -Topic 235 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483426/235-10-50-4 + Details
Name: | us-gaap_RevenueRecognitionPolicyTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Disclosure of accounting policy for segment reporting. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 41 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-41 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 47 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482785/280-10-55-47 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 29 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-29 Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 54 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482785/280-10-55-54 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 36 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-36 Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 47 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482785/280-10-55-47 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 29 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-29 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 29 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-29 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 29 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-29 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 29 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-29 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 29 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-29 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 29 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482810/280-10-50-29 + Details
Name: | us-gaap_SegmentReportingPolicyPolicyTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Disclosure of accounting policy for inclusion of significant items in the selling, general and administrative (or similar) expense report caption. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 720 -SubTopic 35 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483406/720-35-50-1 + Details
Name: | us-gaap_SellingGeneralAndAdministrativeExpensesPolicyTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Disclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2)(ii) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2)(v) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 14.C.Q3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479830/718-10-S99-1 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 14.D.1.Q5) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479830/718-10-S99-1 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 14.D.3.Q2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479830/718-10-S99-1 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 14.D.2.Q6) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479830/718-10-S99-1 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_ShareBasedCompensationOptionAndIncentivePlansPolicy
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482861/275-10-50-9 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482861/275-10-50-4 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482861/275-10-50-1 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (c) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482861/275-10-50-1 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 11 -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482861/275-10-50-11 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 12 -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482861/275-10-50-12 Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482861/275-10-50-8 + Details
Name: | us-gaap_UseOfEstimates
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration