Apex Marine results and going concern risk detailed in NextBoat (NXB) 8-K/A
Rhea-AI Filing Summary
NextBoat Inc. filed an amended report to add detailed financial statements and pro forma information for its acquisition of Apex Marine LLC and related entities. Apex generated $29.9 million in 2025 net revenue but recorded a net loss of $2.33 million and negative operating cash flow, leading the auditor to highlight substantial doubt about Apex’s ability to continue as a going concern.
At December 31, 2025, Apex reported total assets of $19.5 million and total liabilities of $14.7 million, including significant floor plan financing. For the three months ended March 31, 2026, Apex’s net revenues were $6.40 million with a net loss of $0.90 million, and total assets increased to $20.7 million.
Positive
- None.
Negative
- None.
Insights
Apex adds scale to NextBoat but brings losses, leverage and going‑concern risk.
The amended filing supplies full-year 2025 and Q1 2026 financials for Apex Marine, which NextBoat acquired for about $5.97 million in cash, stock and notes. Apex is a Florida marine dealer and service operator with $29.9 million 2025 revenue and sizable inventory.
Apex posted a 2025 net loss of $2.33 million and used $7.45 million in operating cash. Its auditor issued a going‑concern paragraph, citing recurring losses and negative cash flows. The balance sheet is highly reliant on floor plan financing of $11.2 million at year‑end and lease obligations of about $1.69 million.
Q1 2026 results show revenue of $6.40 million and a net loss of $0.90 million, with floor plan debt rising to $12.85 million and related‑party borrowings increasing to $0.70 million. Subsequent events note the joint venture at Haulover and closing of the NextBoat acquisition on May 13, 2026, which centralizes liquidity support at the parent level.
8-K Event Classification
Key Figures
Key Terms
going concern financial
floor plan notes payable financial
unaudited pro forma condensed combined financial information financial
non-controlling interest financial
right-of-use assets financial
Membership Interest Purchase Agreement financial
FAQ
What does NextBoat Inc.'s 8-K/A filing say about the Apex Marine acquisition?
How did Apex Marine perform financially in 2025 before joining NextBoat (NXB)?
What going concern issues are disclosed for Apex Marine in NextBoat's filing?
What does Apex Marine’s balance sheet look like at December 31, 2025?
How did Apex Marine perform in the three months ended March 31, 2026?
What consideration did NextBoat Inc. pay to acquire Apex Marine LLC?
What new operations are included in Apex Marine's 2026 interim financials?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Explanatory Note
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited combined financial statements of Apex Marine, LLC, Apex Marine Sales, LLC and Apex Marine Stuart, LLC as of and for the year ended December 31, 2025, together with the report of M&K CPAS, PLLC, independent registered public accounting firm, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and incorporated herein by reference.
The unaudited combined financial statements of Apex Marine, LLC, Apex Marine Sales, LLC and Apex Marine Stuart, LLC as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025 are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of NextBoat Inc. and Apex as of March 31, 2026 and for the three months ended March 31, 2026 and the year ended December 31, 2025 is filed as Exhibit 99.3 to this Current Report on Form 8-K/A and incorporated herein by reference.
(d) Exhibits.
| Exhibit Number | Exhibits | |
| 99.1 | Audited combined financial statements of Apex Marine, LLC, Apex Marine Sales, LLC and Apex Marine Stuart, LLC as of and for the year ended December 31, 2025, together with the report of M&K CPAS, PLLC, independent registered public accounting firm. | |
| 99.2 | Unaudited combined financial statements of Apex Marine, LLC, Apex Marine Sales, LLC and Apex Marine Stuart, LLC as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025. | |
| 99.3 | Unaudited pro forma condensed combined financial information of NextBoat Inc. and Apex as of March 31, 2026 and for the three months ended March 31, 2026 and the year ended December 31, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 29, 2026 | NextBoat Inc. | |
| By: | /s/ Brian John | |
| Name: | Brian John | |
| Title: | Chief Executive Officer | |
Exhibit
INDEX TO FINANCIAL STATEMENTS
| Page | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID Number 2738) | 2 |
| Combined Balance Sheet as of December 31, 2025 | 4 |
| Combined Statements of Operations for the Year Ended December 31, 2025 | 5 |
| Combined Statements of Changes in Members’ Equity for the Year Ended December 31, 2025 | 6 |
| Combined Statements of Cash Flows for the Year Ended December 31, 2025 | 7 |
| Notes to the Combined Financial Statements | 8 |
| 1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Members of Apex Marine Sales, LLC, Apex Marine Stuart, LLC, and Apex Marine, LLC
Opinion on the Financial Statements
We have audited the accompanying combined balance sheet of Apex Marine Sales, LLC, Apex Marine Stuart, LLC, and Apex Marine, LLC (the Company) as of December 31, 2025, and the related combined statements of operations, changes in members’ equity, and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the combined financial statements). In our opinion, the combined financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying combined financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the combined financial statements, the Company had a net loss from continuing operations and net cash used in operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are discussed in Note 2. The combined financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s combined financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the combined financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the combined financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
| 2 |
Revenue Recognition
As discussed in Note 2 to the combined financial statements, the Company has multiple types of revenue operations that involve differing methods of determining recognition.
Auditing management’s evaluation of agreements with customers involves significant judgment involving the determination of the performance obligations and the time in which they are satisfied.
To test the determination of performance obligations and the satisfaction of them, M&K selected a sample of various revenue amounts from the different streams and tested the contract and recognition of the revenues. M&K performed walkthroughs to gain an understanding of the operations and recognition policies for revenue streams that were determined to be significant.
To evaluate the appropriateness and accuracy of the assessment by management, we evaluated management’s assessment in relationship to the relevant agreements.
| /s/ M&K CPAS, PLLC | |
| We have served as the Company’s auditor since 2026. | |
| The Woodlands, TX | |
| 3 |
APEX MARINE LLC
Combined Balance Sheet
| December 31, 2025 | ||||
| ASSETS | ||||
| Current Assets: | ||||
| Cash and cash equivalents | $ | 1,467,865 | ||
| Accounts receivable, net | 248,939 | |||
| Inventory | 14,527,809 | |||
| Prepaid expenses | 394,905 | |||
| TOTAL CURRENT ASSETS | 16,639,518 | |||
| Non-Current Assets: | ||||
| Property, plant and equipment, net | 221,951 | |||
| Finance lease right-of-use assets, net | 62,141 | |||
| Right-of-use assets | 1,565,543 | |||
| Other assets | 1,011,537 | |||
| TOTAL NON-CURRENT ASSETS | 2,861,172 | |||
| TOTAL ASSETS | $ | 19,500,690 | ||
| LIABILITIES | ||||
| Current Liabilities: | ||||
| Accounts payable | $ | 240,836 | ||
| Accrued liabilities | 519,764 | |||
| Lease liabilities, current | 808,513 | |||
| Finance lease liabilities, current | 64,473 | |||
| Customer deposits | 445,570 | |||
| Floor plan notes payable | 11,202,462 | |||
| Current portion of long-term debt | 30,473 | |||
| Due to related party | 500,000 | |||
| TOTAL CURRENT LIABILITIES | 13,812,091 | |||
| Long-term Liabilities: | ||||
| Lease liabilities, noncurrent | 878,291 | |||
| Long-term debt, noncurrent | 27,551 | |||
| TOTAL LONG-TERM LIABILITIES | 905,842 | |||
| TOTAL LIABILITIES | $ | 14,717,933 | ||
| MEMBERS’ EQUITY | ||||
| TOTAL MEMBERS’ EQUITY | 4,782,757 | |||
| TOTAL LIABILITIES AND MEMBERS’ EQUITY | $ | 19,500,690 | ||
The accompanying notes are an integral part of these audited financial statements.
| 4 |
APEX MARINE LLC
Combined Statement of Operations
| Year Ended December 31, 2025 | ||||
| Net revenues | $ | 29,929,974 | ||
| Cost of revenues | 24,904,625 | |||
| Gross profit | 5,025,349 | |||
| OPERATING EXPENSES | ||||
| Depreciation and amortization | 313,374 | |||
| Selling, general and administrative | 2,071,715 | |||
| Advertising and marketing | 481,408 | |||
| Professional services | 196,870 | |||
| Salaries and wages | 2,315,257 | |||
| Rent expense | 1,396,753 | |||
| Total operating expenses | $ | 6,775,377 | ||
| Loss from operations | (1,750,028 | ) | ||
| OTHER INCOME / (EXPENSE) | ||||
| Interest expense, net | (634,904 | ) | ||
| Other income | 52,901 | |||
| Total other expense | $ | (582,003 | ) | |
| Loss before income taxes | (2,332,031 | ) | ||
| Income tax expense | - | |||
| Net Loss | $ | (2,332,031 | ) | |
The accompanying notes are an integral part of these audited financial statements.
| 5 |
APEX MARINE LLC
Combined Statement of Changes in Members’ Equity
| Members’ Equity | ||||
| Balance, December 31, 2024 | $ | 7,114,788 | ||
| Net Loss | (2,332,031 | ) | ||
| Balance, December 31, 2025 | $ | 4,782,757 | ||
The accompanying notes are an integral part of these audited financial statements.
| 6 |
APEX MARINE LLC
Combined Statements of Cash Flows
| Year Ended December 31, 2025 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net Loss | $ | (2,332,031 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Depreciation | 220,160 | |||
| Depreciation of right-of-use assets | 93,214 | |||
| Non-cash lease expense | 34,773 | |||
| Interest expense on finance lease | 9,380 | |||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable | 78,353 | |||
| Inventory | (5,362,587 | ) | ||
| Prepaid expenses and other current assets | 16,126 | |||
| Right-of-use assets | 1,191,704 | |||
| Other assets | 90,003 | |||
| Accounts payable | (56,759 | ) | ||
| Accrued liabilities | (37,061 | ) | ||
| Lease liabilities | (1,270,655 | ) | ||
| Customer deposits | (127,825 | ) | ||
| Net cash used in operating activities | $ | (7,453,205 | ) | |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Purchase of property, plant and equipment | $ | (1,209 | ) | |
| Net cash used in investing activities | $ | (1,209 | ) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Proceeds from floor plan | $ | 24,526,065 | ||
| Payments on floor plan | (18,398,970 | ) | ||
| Proceeds from related party note | 500,000 | |||
| Principal payments on debt | (28,932 | ) | ||
| Repayment for finance leases | (99,722 | ) | ||
| Net cash provided by financing activities | $ | 6,498,441 | ||
| Net change in cash and cash equivalents | $ | (955,973 | ) | |
| Cash and cash equivalents, beginning of year | 2,423,838 | |||
| Cash and cash equivalents, end of year | $ | 1,467,865 | ||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||
| Cash paid for interest | $ | 634,904 | ||
| Cash paid for income tax | $ | - | ||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS | ||||
| Establishment of right-of-use asset and lease liabilities | 426,388 | |||
The accompanying notes are an integral part of these audited financial statements.
| 7 |
APEX MARINE LLC
NOTES TO COMBINED FINANCIAL STATEMENTS
December 31, 2025
NOTE 1. NATURE OF BUSINESS AND ORGANIZATION
Apex Marine, LLC, Apex Marine Sales, LLC, and Apex Marine Stuart, LLC (collectively, the “Company”) are Florida-based marine service, sales, and storage companies engaged primarily in the sale of new and pre-owned vessels, brokerage services, marine repair and maintenance services, parts and accessories sales, boat storage and hauling services, and related marina operations. The Company operates through multiple locations in Florida and serves both individual and commercial customers within the recreational marine industry. The Company’s operations include vessel sales, engine and mechanical services, refurbishment and maintenance, storage services, and related support activities.
The accompanying Combined financial statements include the accounts of Apex Marine, LLC, Apex Marine Sales, LLC, and Apex Marine Stuart, LLC. All significant intercompany balances and transactions have been eliminated in combination.
NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Consolidation
The Company’s combined financial statements and the notes thereto have been prepared in accordance with Generally Accepted Accounting Principles (“U.S. GAAP”) in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
The Combined financial statements include the financial statements of the entities noted in Note 1 above.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.
For the year ended December 31, 2025, the Company incurred a net loss of $2,332,031 and generated significant negative cash flows from operating activities. In addition, the Company’s operating cash outflows exceeded its cash balance as of December 31, 2025. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued.
Management has taken steps to improve the Company’s liquidity and operating performance and continues to evaluate additional sources of financing and capital support. Subsequent to year-end, on February 13, 2026, the members of the Company entered into a Membership Interest Purchase Agreement with NextBoat Inc. (“NXB”), and the transaction was completed on May 13, 2026, pursuant to which the Company became a wholly owned subsidiary of NXB. Management believes that the Company’s access to financial resources and operational support following the acquisition may provide additional liquidity and support for future operations.
The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Use of Estimates and Assumptions
The preparation of the Combined financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Combined financial statements and the reported amounts of revenues and costs and expenses during the reporting period. Actual results could differ from those estimates.
| 8 |
Cash and Cash Equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents. The Company considered highly liquid investments that were readily convertible to known amounts of cash and with original maturities from the date of purchase of three months or less to be cash equivalents. All cash and cash equivalents are unrestricted as to withdrawal and use.
From time to time, the Company may maintain bank balances in interest bearing accounts in excess of the $250,000, which is currently the maximum amount insured by the FDIC for interest bearing accounts (there is currently no insurance limit for deposits in noninterest bearing accounts). The Company has not experienced any losses with respect to cash. Management believes our Company is not exposed to any significant credit risk with respect to its cash.
Restricted cash represents the deposits held in designated bank accounts for security of the repayment of the notes payable. The Company has no restricted cash as of December 31, 2025.
Accounts Receivable, net
Accounts receivables are recorded at invoiced amounts, net of an allowance for credit losses, and do not bear interest. In accordance with Accounting Standards Update No. 2016-13 “Financial Instruments—Credit Losses” (“ASC 326”), the Company measures its allowance for credit losses using an expected credit loss model that reflects the Company’s current estimate of expected credit losses inherent in the enterprise and the accounts receivable balance. In determining the expected credit losses, the Company considers its historical loss experience, the aging of its accounts receivable balance, current economic and business conditions, and anticipated future economic events that may impact collectability. The Company reviews its allowance for credit losses periodically and as needed, amounts are written-off when determined to be uncollectible. As of December 31, 2025, $21,975 allowance for credit losses was recognized.
Inventory, net
Inventories primarily consist of new and pre-owned vessels, including yachts and related marine products, held for sale in the ordinary course of business. Inventory is acquired through direct purchases from manufacturers, vendors, and third-party sellers, as well as through customer trade-ins received in connection with vessel sales transactions. Trade-in inventory is initially recorded based on the estimated net realizable value of the vessel at the date acquired, considering estimated selling prices and costs necessary to prepare the vessel for resale.
Inventories are stated at the lower of cost or net realizable value. The cost of vessel inventory is determined using the specific identification method. The Company evaluates inventory for obsolescence and impairment by considering factors such as inventory aging, historical sales trends, current market conditions, and expected future demand. Inventory may also include parts, accessories, engines, trailers, and work in process related to repair, refurbishment, and service operations. Parts, accessories, engines, and trailers are primarily used in the Company’s service and maintenance operations. The cost of parts and accessories inventory is determined using methods that vary by entity and include both the average cost method and first-in, first-out (“FIFO”) method. Work in process (“WIP”) primarily represents costs incurred for customer service and repair work orders that have not yet been completed and recognized as cost of services. Such costs are deferred until the related service revenue is recognized.
| 9 |
Property, plant and equipment, net
Property, plant and equipment are stated at cost less accumulated depreciation and impairment charges. Depreciation is calculated primarily based on the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the assets:
| Useful Lives | ||
| Equipment | 3-7 years | |
| Vehicles | 3-5 years | |
| Leasehold improvements | The shorter of useful life and lease term |
When assets are retired or otherwise disposed of, the cost, accumulated depreciation is removed from the accounts and any resulting gain or loss is reflected in the Combined statements of operations in the period realized. Maintenance and repairs that do not enhance or extend the asset’s useful life are charged to operating expense as incurred.
Assets acquired under a finance lease are amortized in a manner consistent with the Company’s depreciation policy for owned assets if the lease transfers ownership to the Company at the end of the lease term or contains a bargain purchase option. Otherwise, assets acquired under a finance lease are amortized over the lease term.
Sales Tax
The Company collects sales tax on all of the Company’s sales to nonexempt customers and remits the entire amount to the states that imposed the sales tax. The Company’s accounting policy is to exclude the tax collected and remitted to the states from revenues and cost of sales.
Leases
The Company adopted ASU 2016-02 Leases (Topic 842) (“Topic 842”) issued by the FASB. The adoption of Topic 842 resulted in the presentation of operating lease right-of-use assets and operating lease liabilities on the combined balance sheets.
The Company has assessed the following: (i) whether any expired or existing contracts are or contains a lease, (ii) the lease classification for any expired or existing leases, and (iii) initial direct costs for any expired or existing leases (i.e. whether those costs qualify for capitalization under ASU 2016-02). The Company also elected the short-term lease exemption for certain classes of underlying assets including office space, warehouses and equipment, with a lease term of 12 months or less.
The Company determines whether an arrangement is or contains a lease at inception. A lease for which substantially all the benefits and risks incidental to ownership remain with the lessor is classified by the lessee as an operating lease. The Company currently has both operating and finance leases. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability, current, and operating lease liability, non-current in the Company’s combined balance sheets. Please refer to Note 11 for the disclosures regarding the Company’s method of adoption of ASC 842 and the impacts of adoption on its financial position, results of operations and cash flows.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The operating lease ROU assets and lease liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. The operating lease ROU assets also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease. Renewal options are considered within the ROU assets and lease liabilities when it is reasonably certain that the Company will exercise that option. Lease expenses for lease payments are recognized on a straight-line basis over the lease term.
For operating leases with a term of one year or less, the Company has elected not to recognize a lease liability or ROU asset on its combined balance sheets. Instead, it recognizes the lease payments as expenses on a straight-line basis over the lease term. Short term lease costs are immaterial to its combined statements of operations and cash flows. The Company has operating lease agreements with insignificant non-lease components and has elected the practical expedient to combine and account for lease and non-lease components as a single lease component.
| 10 |
The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future pre-tax cash flows. For the year ended December 31, 2025, the Company did not have any impairment loss against its operating lease ROU assets.
Fair Value of Financial Instruments
The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with FASB ASC No. 820, Fair Value Measurements, which provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities.
The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three-tier hierarchy of inputs is summarized in the three broad levels below:
| Level 1 — | Quoted prices in active markets for identical assets and liabilities. | |
| Level 2 — | Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |
| Level 3 — | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. |
The Company considers the carrying amount of its financial assets and liabilities, which consist primarily of cash, accounts receivable, inventory, prepaid expenses, other current assets, account payables, accrued liabilities, customer deposits, current portion of long-term debt and floor plan notes payables approximate the fair value of the respective assets and liabilities as of December 31, 2025 due to their short-term nature.
Revenue Recognition
The majority of our revenue is from contracts with customers for the sale of boats, yachts, and trailers. We recognize revenue from boat, yacht, and trailer sales upon transfer of control of the boat, yacht, or trailer to the customer, which is generally upon acceptance of the boat, yacht, 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.
Boat, yacht, and trailer sales transactions often include both cash and non-cash consideration. Cash consideration is paid directly by the Company’s customers or by third-party financial institutions financing the Company’s customer transactions. Non-cash consideration is in the form of trade-in used boats. The Company assigns value to trade-in assets by estimating a future selling price, which the Company estimates based on relevant internal and third-party data, less a gross profit amount to be realized at the time the trade-in asset is sold and an estimate of any reconditioning work required to ready the asset for sale. Both cash and non-cash consideration may be received prior to or after the Company’s performance obligation is satisfied. Any consideration received prior to the satisfaction of the Company’s performance obligation is recognized as deferred revenue. Revenue recognized associated with trade-ins solely relates to end-user boat purchasers and not to boat manufactures or other wholesalers. As of December 31, 2025, the Company held trade-in boats recorded as inventory with a total value of $2,112,797. For the year ended December 31, 2025, the Company recognized $3,079,000 in revenue from the sale of trade-in boats.
Revenue is recognized from the sale of products and commissions earned on new and pre-owned boats (including used, brokerage, consignment and wholesale) when ownership is transferred to the customer, which is generally upon acceptance or delivery to the customer. At the time of acceptance or delivery, the customer is able to direct the use of, and obtain substantially all of the benefits at such time.
| 11 |
Dealer Incentives
The Company participates in various manufacturer-sponsored dealer incentive programs, including sales performance incentives, volume-based incentives, promotional allowances, and other incentive arrangements. Incentives are earned upon satisfaction of the applicable program requirements established by the manufacturers.
The Company recognizes dealer incentive when the applicable performance conditions have been met and collection is considered probable. Dealer incentives are recorded as reductions of inventory cost and are subsequently recognized as reductions of cost of goods sold when the related inventory is sold. Amounts earned but not yet received are recorded as receivables.
Principal versus Agent Considerations:
We evaluate whether we are acting as a principal or an agent in each type of revenue transaction by assessing whether we control the specified goods or services before they are transferred to the customer, in accordance with ASC 606. We are the principal for sales of new, pre-owned, consignment, and wholesale boats, because we control the boat or yacht before transfer to the customer, bear the inventory risk, and have discretion in establishing prices. Accordingly, revenue from these transactions is recognized at the gross sales price.
For brokerage transactions, we act solely as an agent in arranging the sale of a boat between a seller and a buyer. In these transactions, we do not control the boat prior to transfer and do not bear the inventory risk. Therefore, we recognize revenue from brokerage transactions on a net basis, representing only the commission or fee earned. The transfer of control of the boat in brokerage transactions occurs directly between the seller and the buyer, and we do not obtain control at any point in the transaction.
We recognize customer deposits as revenue at the time of acceptance and the transfer of control to the customers. Total customer deposits of $573,395 recorded as of December 31, 2024 were recognized in revenue during the fiscal year ended December 31, 2025.
We recognize deferred revenue from service operations, maintenance and slip and storage services over time on a straight-line basis over the term of the contract as our performance obligations are met.
Net revenue by category:
| For the year ended December 31, | ||||
| 2025 | ||||
| Boat maintenance and repair | 3,697,282 | |||
| Boat sales services | 23,358,072 | |||
| Others | 2,874,620 | |||
| Total | $ | 29,929,974 | ||
| 12 |
Selling, General and Administrative Expenses
Selling, general, and administrative expenses consist primarily of insurance, utilities, and other customary operating expenses. All the costs are charged to operations when incurred. The Company recorded selling, general and administrative expenses of $2,071,715 for the year ended December 31, 2025.
Advertising and Marketing Costs
Advertising and marketing costs include costs for advertising, marketing programs, brand promotions, customer mailings and promotional events, and boat shows. The Company recorded advertising and marketing expenses of $481,408 for the year ended December 31, 2025.
Income Taxes
The Company is organized as a limited liability company (“LLC”) and has elected to be treated as a partnership for U.S. federal and state income tax purposes. As a result, the Company is generally not subject to federal or state corporate income taxes at the entity level; instead, the taxable income or loss of the Company is reported by and taxed to its individual members. Accordingly, no provision for federal income taxes has been included in these financial statements.
The Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the combined financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for combined financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.
Penalties and interest related to underpayment of income tax are classified as income tax expense in the period incurred.
The Company believes there were no uncertain tax positions as of December 31, 2025, respectively. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.
Earnings Per Share
The Company is organized as a limited liability company and does not have shares of common stock outstanding. Accordingly, earnings per share disclosures required under ASC 260 are not applicable to the Company.
Segment Reporting
The Company operates as a single operating segment encompassing marine vessel sales (new and pre-owned), marine repair and maintenance services, storage and hauling, and related marina operations. The Company’s chief operating decision maker (“CODM”) reviews Combined financial results to assess performance and allocate resources. All of the Company’s assets are located in the U.S.
| 13 |
Related Parties
Parties, which can be a corporation or individual, are considered to be related if one party has the ability, directly or indirectly, to control or exercise significant influence over the other party in making financial and operating decisions, or if the other party has such ability over the Company. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.
Commitments and Contingencies
In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that liability has been incurred, and the amount of the assessment can be reasonably estimated.
If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Company’s Combined financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.
Subsequent events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the Combined financial statements are available to be issued. Material subsequent events that required recognition or additional disclosure in the Combined financial statements are presented.
Recent Accounting Pronouncements
Recently issued accounting pronouncements not yet adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2025, for private companies, with early adoption permitted. The amendments should be applied prospectively however, retrospective application is also permitted. The Company is in the process of assessing the impact of this ASU on its Combined financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The Company is currently evaluating the adoption of this guidance whether or not a material impact on the Company’s Combined financial statements.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this update provide a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts receivable and contract assets. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years. Adoption of this ASU can be applied prospectively for reporting periods after its effective date. Early adoption is permitted. We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our Combined financial statements.
| 14 |
In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU simplifies the capitalization guidance by removing all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout ASC 350-40. The ASU is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years. Adoption of this ASU can be applied prospectively for reporting periods after its effective date; or follow a modified transition approach that is based on the status of the respective projects and whether software costs were capitalized before the date of adoption; or retrospectively to any or all prior periods presented in the Combined financial statements. Early adoption is permitted. We are currently evaluating the provisions of this ASU.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”). ASU 2025-11 clarifies the scope and requirements for interim financial statement disclosures under U.S. GAAP. The amendments create a comprehensive list of required interim disclosures and introduce a disclosure principle requiring entities to disclose, in interim periods, any event or change since the previous year-end that has a material effect on the entity. ASU 2025-11 is effective for interim reporting periods within annual periods beginning after December 15, 2027, for public business entities, and after December 15, 2028, for all other entities. Early adoption is permitted. The amendments may be applied prospectively or retrospectively to any or all prior interim periods presented. The Company is currently evaluating the impact of ASU 2025-11 on its Combined financial statements.
Recently adopted accounting pronouncements
In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We adopted this ASU on December 31, 2025, refer to Note 15, for the inclusion of the new required disclosures.
NOTE 3. ACCOUNT RECEIVABLES, NET
Accounts receivable, net consisted of the following at December 31, 2025:
| December 31, 2025 | ||||
| Accounts receivable | $ | 270,914 | ||
| Less: allowance for doubtful accounts | (21,975 | ) | ||
| Accounts receivable, net | $ | 248,939 | ||
| 15 |
The movement of allowance for doubtful accounts are as follows:
| December 31, 2025 | ||||
| Beginning balance | $ | 21,326 | ||
| Write-off | - | |||
| Addition | 649 | |||
| Ending balance | $ | 21,975 | ||
NOTE 4. INVENTORY
Inventories consisted of the following:
| December 31, 2025 | ||||
| New vessel inventory | $ | 11,318,512 | ||
| Used vessel inventory | 1,669,651 | |||
| Work in progress | 786,064 | |||
| Parts and accessories | 672,372 | |||
| Engines and trailers | 81,210 | |||
| Total | $ | 14,527,809 | ||
Inventories are stated at the lower of cost or net realizable value. The Company periodically evaluates inventory for impairment and records write-downs when the estimated net realizable value is less than cost. In assessing net realizable value, management considers factors including inventory aging, turnover trends, historical sales experience, current market conditions, expected future demand, pricing trends, and estimated costs to sell the inventory.
The Company maintains allowances for slow-moving and obsolete inventory when necessary. During the year ended December 31, 2025, the Company recorded inventory write-downs of $443,146 related primarily to certain used vessel inventory with carrying values that exceeded estimated net realizable value.
NOTE 5. PROPERTY AND EQUIPMENT
Property and equipment, net consisted of the following:
| December 31, 2025 | ||||
| Leasehold improvement | $ | 135,519 | ||
| Equipment | 409,017 | |||
| Vehicles | 105,701 | |||
| Property, plant and equipment, gross | 650,237 | |||
| Less: accumulated depreciation and amortization | (428,286 | ) | ||
| Property, plant and equipment, net | $ | 221,951 | ||
During the year ended December 31, 2025, the Company incurred depreciation expenses on property and equipment of $220,160.
| 16 |
NOTE 6. OTHER ASSETS
Other assets consisted of the following as of December 31, 2025:
| December 31, 2025 | ||||
| Security deposits | 45,526 | |||
| Bertram 60’ vessel | 966,011 | |||
| Total | $ | 1,011,537 | ||
Included in other assets is a Bertram 60’ vessel with a carrying value of $966,011 as of December 31, 2025. Legal title to the vessel was held by the Company as of December 31, 2025; however, pursuant to the terms of the transaction under which the Company was subsequently acquired by NextBoat Inc., the vessel was designated to be retained by the former owner and was not intended to remain as an operating asset of the Company following the acquisition. Accordingly, management has classified the vessel within other assets.
Management evaluates other assets for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. No impairment was recognized during the year ended December 31, 2025.
NOTE 7. ACCRUED LIABILITIES
Accrued liabilities consisted of the following as of December 31,2025:
| December 31, 2025 | ||||
| Sales tax payable | $ | 103,626 | ||
| Insurance payable | 158,024 | |||
| Accrued operating expenses | 258,114 | |||
| Total | $ | 519,764 | ||
NOTE 8. NOTES PAYABLE – FLOOR PLAN
As of December 31, 2025, the Company maintains an inventory floorplan financing facility with Wells Fargo Commercial Distribution Finance, LLC (“WFCDF”) (Customer No. 238271, Branch 3328), used to finance the purchase of new boat inventory held for resale. The total outstanding balance under the facility as of December 31, 2025 was $7,255,700. The facility is secured by the financed inventory and its proceeds. As of December 31, 2025, there was no principal past due and the Company was in compliance with all material terms of the facility.
As of December 31, 2025, the Company also maintains an inventory floorplan financing facility with Northpoint Commercial Finance (CIN - Acct. ID: 23643-17826), used to finance the purchase of new boat inventory held for resale sourced from suppliers including Iconic Marine Group, LLC and Nauticstar, LLC. The facility bears interest at a variable rate equal to the Average Daily Balance (“ADB”) base rate plus a spread of 3.99% per annum. As of March 31, 2026, the ADB base rate was 3.7834%, resulting in an effective interest rate of approximately 7.77% per annum. The total outstanding principal balance under this facility as of December 31, 2025 was $3,946,762. The facility is secured by the financed inventory and its proceeds, with unit maturity dates extending through March 31, 2026 and December 25, 2028. As of December 31, 2025, there was no principal past due and the Company was in compliance with all material terms of the facility.
The total floor plan notes payable outstanding as of December 31, 2025 was $11,202,462.
| 17 |
NOTE 9. LOAN PAYABLE
| December 31, 2025 | ||||
| Payable to m2 Equipment Finance LLC bearing interest through fixed monthly installments of $1,209. The original loan amount is $85,500 with terms of 84 months starting from May 22, 2021. The loan is secured by the related marina forklift equipment. | $ | 31,884 | ||
| Payable to City National Bank of Florida bearing interest of 4.950%. The original note amount is $80,000 with terms of 60 months starting from June 21, 2022. | 26,140 | |||
| Total Long-term debt | $ | 58,024 | ||
Maturity of long-term debt is as follows:
| Year ending December 31: | Amount | |||
| 2026 | $ | 30,473 | ||
| 2027 | 22,879 | |||
| 2028 | 4,672 | |||
| $ | 58,024 | |||
NOTE 10. CUSTOMER DEPOSITS
Customer deposits primarily consist of advance payments received from customers related to vessel sales transactions and marine repair or service work to be performed in future periods. Such amounts are recognized as revenue when the related performance obligations are satisfied.
We recognize customer deposits as revenue at the time of acceptance and the transfer of control to the customers. Total customer deposits of $573,395 were recorded as of December 31, 2024 and were recognized in revenue during the year ended December 31, 2025. Total customer deposits of $445,570 are recorded as of December 31, 2025. Additional deposits were paid by customers in 2025 was recognized into revenue in the same year they were received.
The movement in customer deposits is as follows:
| December 31, 2025 | ||||
| Balance at beginning of the year | $ | 573,395 | ||
| Decrease in customer deposits as a result of recognizing revenue during the year was included in the customer deposits at the beginning of the year | (32,672,354 | ) | ||
| Increase in customer deposits as a result of billings in advance of performance obligation under contracts | 32,564,274 | |||
| Refunded to the customers | (19,745 | ) | ||
| Balance at end of the year | $ | 445,570 | ||
NOTE 11. LEASE
Operating Leases
The balances for the operating leases where the Company is the lessee are presented within the balance sheets as follows:
| 18 |
| Operating leases | December 31, 2025 | |||
| Right of use-assets | $ | 1,565,543 | ||
| Lease liability-current | $ | 808,513 | ||
| Lease liability-non-current | $ | 878,291 | ||
| Total operating lease liabilities | $ | 1,686,804 | ||
| Weighted average remaining lease term (in years) | 2.52 | |||
| Weighted average discount rate (%) | 8.50 | % | ||
The components of lease expenses for the year ended December 31, 2025 was as follows:
| For the year ended December 31, | ||||
| 2025 | ||||
| Operating lease cost | $ | 1,256,755 | ||
| Cost of other leases with period less than one year and variable lease costs | 139,998 | |||
| $ | 1,396,753 | |||
Supplemental cash flow information related to leases for the year ended December 31, 2025 was as follows:
For the year ended December 31, 2025 | ||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||
| Operating cash flows from operating leases | 1,396,753 | |||
| Supplemental noncash information: | ||||
| Right-of-use assets obtained in exchange for lease obligation: | 426,388 | |||
As of December 31, 2025, the maturities of operating lease liabilities (excluding short-term lease) are as follows:
| For the year ended December 31, 2025 | Operating Leases | |||
| 2026 | 828,054 | |||
| 2027 | 391,603 | |||
| 2028 | 341,436 | |||
| 2029 and thereafter | 163,836 | |||
| Total lease payments | $ | 1,724,929 | ||
| Less: imputed interest | (38,125 | ) | ||
| Present value of lease payments | 1,686,804 | |||
| Less: current portion | (808,513 | ) | ||
| Lease obligations, noncurrent | $ | 878,291 | ||
| 19 |
Finance Lease
| As of December 31, 2025 | ||||
| Finance leases: | ||||
| Property and equipment, at cost | 163,125 | |||
| Accumulated depreciation | (100,984 | ) | ||
| Property and equipment, net | 62,141 | |||
| Total finance lease obligations | 64,473 | |||
| Finance lease expense: | ||||
| Amortization of leased assets | 93,214 | |||
| Interest on lease liabilities | 9,380 | |||
| Total finance lease expense | 102,594 | |||
| Weighted-average remaining lease term: | 0.67 | |||
| Weighted-average discount rate: | 8.227 | % | ||
| Cash paid for amounts included in the measurement of lease liabilities: | 99,722 | |||
| For the year ended December 31, 2025 | Finance Leases | |||
| 2026 | 64,473 | |||
| Total minimum lease payments | $ | 64,473 | ||
| Less: current portion | (64,473 | ) | ||
| Lease obligations, noncurrent | $ | - | ||
NOTE 12. RELATED PARTY TRANSACTION
As
of December 31, 2025, the Company has a note payable of $500,000 owed to Ismael
NOTE 13. INCOME TAXES
Apex Marine, LLC, Apex Marine Sales, LLC, and Apex Marine Stuart, LLC are each organized as limited liability companies and have elected to be taxed as partnerships under the provisions of the Internal Revenue Code (the “Code”). Under this election, the Company does not pay federal corporate income taxes on its taxable income. Instead, the members are individually liable for federal income taxes on the Company’s taxable income, whether or not distributed. Therefore, no provision or liability for federal income taxes has been included in the accompanying financial statements.
Uncertain tax positions
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of December 31, 2025, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income taxes for the year ended December 31, 2025. The Company also does not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from December 31, 2025.
| 20 |
NOTE 14. MEMBERS’ EQUITY
Apex Marine, LLC, Apex Marine Sales, LLC, and Apex Marine Stuart, LLC are under common ownership and control. Members’ equity consists of member contributions, distributions, and accumulated earnings and losses. Profits and losses are allocated to the members in accordance with the respective operating agreements. The members’ ownership interests in the entities as of December 31, 2025 were as follows:
| Entity | Members | Ownership Percentage | ||||
| Apex Marine, LLC | Ismael | 85.00 | % | |||
| William Dalton | 5.00 | % | ||||
| Horacio Aguirre | 5.00 | % | ||||
| Frank Llano | 5.00 | % | ||||
| Apex Marine Sales, LLC | Ismael | 87.00 | % | |||
| Rodolfo Garcia | 8.00 | % | ||||
| Frank Llano | 5.00 | % | ||||
| Apex Marine Stuart, LLC | Ismael | 57.50 | % | |||
| Sean Fenniman | 42.50 | % | ||||
No member contributions or distributions were made during the year ended December 31, 2025.
On March 2, 2022, Apex Marine Stuart, LLC repurchased shares of its own equity interest from Kurt Chandler for a total consideration of $15,745 and has been presented as a reduction of members’ equity in the accompanying balance sheet as of the transaction date.
NOTE 15. SEGMENT INFORMATION
In accordance with ASC 280-10, Segment Reporting: Overall, the CODM reviews the Combined results of operations when making decisions about allocating resources and assessing performance of the Company as a whole; hence, the Company has only one operating segment.
The
Company’s segment operating profit or loss is measured using operating profit, which is the primary performance metric utilized
by management to evaluate the financial results and to make decisions regarding resource allocation. Although gross profit is reviewed
by management for operational analysis, operating income (loss) is the primary measure used by the Company’s chief operating decision
maker (CODM) for segment performance assessment and resource allocation. The Company concluded that the CODM was Ismael
Segment information is as follows:
| For the year ended December 31, | ||||
| Item | 2025 | |||
| Net revenue | $ | 29,929,974 | ||
| Cost of revenue | 24,904,625 | |||
| Gross Profit | 5,025,349 | |||
| Depreciation | 313,374 | |||
| Selling, general and administrative | 2,071,715 | |||
| Advertising and marketing | 481,408 | |||
| Professional services | 196,870 | |||
| Salaries and wages | 2,315,257 | |||
| Rent expense | 1,396,753 | |||
| Segment operating loss | (1,750,028 | ) | ||
| Segment other expense | $ | (582,003 | ) | |
| Item | As of December 31, 2025 | |||
| Segment assets | $ | 19,500,690 | ||
| 21 |
NOTE 16. COMMITMENTS AND CONTINGENCIES
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. The Company had no pending commitments and contingencies as of December 31, 2025.
NOTE 17. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the combined financial statements are available to be issued. Other than the material subsequent events disclosed above in the notes to financial statements, no other material subsequent events that required recognition or additional disclosure in the combined financial statements are presented.
On January 1, 2026, Apex Marine, LLC (the “Company”) entered into a Joint Venture Agreement with Custom Motor Sports & Marine, LLC, a Missouri limited liability company, to form a joint venture operating under the name Apex Iconic at Haulover (the “Joint Venture”). The Joint Venture was established to operate and maintain a marine business located at 15600 Collins Avenue, Miami Beach, Florida 33154. Under the terms of the agreement, the Company holds a 51% interest in the Joint Venture and is entitled to 51% of net profits. The Company is solely responsible for all capital contributions, operating expenses, capital expenditure, and financing requirements of the Joint Venture. The Company is also responsible for day-to-day management, marketing and sales activities, cash management, and payroll functions of the Joint Venture. The term of the Joint Venture is co-terminus with an existing sublease agreement dated September 17, 2024, between Haulover Series, as sublandlord, and Custom Motor Sports & Marine, LLC, as subtenant, with respect to the Joint Venture’s principal place of business.
On February 13, 2026, the members of the Company entered into a Membership Interest Purchase Agreement (“MIPA”) with NextBoat Inc. pursuant to which NextBoat Inc. agreed to acquire 100% of the membership interests of the Company. The Company obtained control of the business effective May 1, 2026. The transaction closed on May 13, 2026, resulting in a change in ownership of the Company. Pursuant to the terms of the transaction, the aggregate consideration was approximately $5.97 million, consisting of (i) $1.2 million in cash, (ii) 679,012 shares of NewBoat Inc.’s common stock valued at approximately $1.8 million, and (iii) two promissory notes with aggregate principal amounts of approximately $2.97 million. Following the closing, the Company became a wholly owned subsidiary of NextBoat Inc.
| 22 |
Exhibit
INDEX TO FINANCIAL STATEMENTS
| Page | |
| Combined Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025 | 2 |
| Combined Statements of Operations (Unaudited) for the Three Months Ended March 31, 2026 and 2025 | 3 |
| Combined Statements of Changes in Equity (Unaudited) for the Three Months Ended March 31, 2026 and 2025 | 4 |
| Combined Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2026 and 2025 | 5 |
| Notes to the Combined Financial Statements (Unaudited) | 6 - 21 |
| 1 |
APEX MARINE LLC
| March 31, 2026 | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | 823,650 | $ | 1,467,865 | ||||
| Accounts receivable, net | 598,353 | 248,939 | ||||||
| Inventory | 15,917,413 | 14,527,809 | ||||||
| Prepaid expenses | 344,177 | 394,905 | ||||||
| TOTAL CURRENT ASSETS | 17,683,593 | 16,639,518 | ||||||
| Non-Current Assets: | ||||||||
| Property, plant and equipment, net | 221,882 | 221,951 | ||||||
| Finance lease right-of-use assets, net | 38,839 | 62,141 | ||||||
| Right-of-use assets | 1,787,843 | 1,565,543 | ||||||
| Other assets | 979,008 | 1,011,537 | ||||||
| TOTAL NON-CURRENT ASSETS | 3,027,572 | 2,861,172 | ||||||
| TOTAL ASSETS | $ | 20,711,165 | $ | 19,500,690 | ||||
| LIABILITIES | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | 426,177 | $ | 240,836 | ||||
| Accrued liabilities | 411,663 | 519,764 | ||||||
| Lease liabilities, current | 935,948 | 808,513 | ||||||
| Finance lease liabilities, current | 40,709 | 64,473 | ||||||
| Customer deposits | 447,404 | 445,570 | ||||||
| Floor plan notes payable | 12,849,459 | 11,202,462 | ||||||
| Current portion of long-term debt | 30,799 | 30,473 | ||||||
| Due to related party | 700,000 | 500,000 | ||||||
| TOTAL CURRENT LIABILITIES | 15,842,159 | 13,812,091 | ||||||
| Long-term Liabilities: | ||||||||
| Lease liabilities, noncurrent | 964,143 | 878,291 | ||||||
| Long-term debt, noncurrent | 19,760 | 27,551 | ||||||
| TOTAL LONG-TERM LIABILITIES | 983,903 | 905,842 | ||||||
| TOTAL LIABILITIES | $ | 16,826,062 | $ | 14,717,933 | ||||
| EQUITY | ||||||||
| Members’ equity attributable to Apex Marine LLC | 3,953,938 | 4,782,757 | ||||||
| Non-controlling interest | (68,835 | ) | - | |||||
| TOTAL MEMBER’S EQUITY | 3,885,103 | 4,782,757 | ||||||
| TOTAL LIABILITIES AND EQUITY | $ | 20,711,165 | $ | 19,500,690 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 2 |
APEX MARINE LLC
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||
| Net revenues | $ | 6,399,197 | $ | 5,296,523 | ||||
| Cost of revenues | 5,150,599 | 3,692,476 | ||||||
| Gross profit | 1,248,598 | 1,604,047 | ||||||
| OPERATING EXPENSES | ||||||||
| Depreciation and amortization | 78,182 | 78,299 | ||||||
| Selling, general and administrative | 584,874 | 469,852 | ||||||
| Advertising and marketing | 137,634 | 154,769 | ||||||
| Professional services | 27,281 | 22,753 | ||||||
| Salaries and wages | 720,904 | 441,831 | ||||||
| Rent expense | 512,761 | 341,439 | ||||||
| Total operating expenses | $ | 2,061,636 | $ | 1,508,943 | ||||
| Income (Loss) from operations | (813,038 | ) | 95,104 | |||||
| OTHER INCOME / (EXPENSE) | ||||||||
| Interest expense, net | (94,171 | ) | (125,706 | ) | ||||
| Other expense | (6,836 | ) | - | |||||
| Other income | 16,391 | 9,286 | ||||||
| Total other expense | $ | (84,616 | ) | $ | (116,420 | ) | ||
| Loss before income taxes | (897,654 | ) | (21,316 | ) | ||||
| Income tax expense | - | - | ||||||
| Net Loss | $ | (897,654 | ) | $ | (21,316 | ) | ||
| Net Loss attributed to non-controlling interest | (68,835 | ) | - | |||||
| Net Loss attributed to Apex Marine LLC | $ | (828,819 | ) | $ | (21,316 | ) | ||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 3 |
APEX MARINE LLC
| Members’ Equity | Non- Controlling Interest | Total Members’ Equity | ||||||||||
| Balance, December 31, 2024 | $ | 7,114,788 | $ | - | $ | 7,114,788 | ||||||
| Net Loss | (21,316 | ) | - | (21,316 | ) | |||||||
| Balance, March 31, 2025 | $ | 7,093,472 | $ | - | $ | 7,093,472 | ||||||
| Balance, December 31, 2025 | $ | 4,782,757 | $ | - | $ | 4,782,757 | ||||||
| Net Loss | (828,819 | ) | (68,835 | ) | (897,654 | ) | ||||||
| Balance, March 31, 2026 | $ | 3,953,938 | $ | (68,835 | ) | $ | 3,885,103 | |||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 4 |
APEX MARINE LLC
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net Loss | $ | (897,654 | ) | $ | (21,316 | ) | ||
| Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 54,880 | 54,996 | ||||||
| Depreciation of right-of-use assets | 23,302 | 23,303 | ||||||
| Interest expense on finance lease | 1,164 | 3,035 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (349,414 | ) | (151,838 | ) | ||||
| Inventory | (1,389,604 | ) | (8,081,249 | ) | ||||
| Prepaid expenses and other current assets | 50,728 | 52,249 | ||||||
| Right-of-use assets | 427,000 | 296,400 | ||||||
| Other assets | 2,399 | - | ||||||
| Accounts payable | 185,341 | (30,910 | ) | |||||
| Accrued liabilities | (108,101 | ) | (148,556 | ) | ||||
| Lease liabilities | (436,013 | ) | (303,961 | ) | ||||
| Customer deposits | 1,834 | 665,912 | ||||||
| Net cash used in operating activities | $ | (2,434,138 | ) | $ | (7,641,935 | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of property, plant and equipment | $ | (24,681 | ) | $ | - | |||
| Net cash used in investing activities | $ | (24,681 | ) | $ | - | |||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from line of credit | $ | 4,897,641 | $ | 9,591,174 | ||||
| Payments on line of credit | (3,250,644 | ) | (2,460,264 | ) | ||||
| Proceeds from related party note | 200,000 | - | ||||||
| Principal payments on debt | (7,465 | ) | (7,105 | ) | ||||
| Repayment for finance leases | (24,928 | ) | (24,930 | ) | ||||
| Net cash provided by financing activities | $ | 1,814,604 | $ | 7,098,875 | ||||
| Net change in cash and cash equivalents | $ | (644,215 | ) | $ | (543,060 | ) | ||
| Cash and cash equivalents, beginning of year | 1,467,865 | 2,423,838 | ||||||
| Cash and cash equivalents, end of period | $ | 823,650 | $ | 1,880,778 | ||||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
| Cash paid for interest | $ | 78,168 | $ | 125,706 | ||||
| Cash paid for income tax | $ | - | $ | - | ||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS | ||||||||
| Establishment of right-of-use asset and lease liabilities | $ | 649,300 | - | |||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 5 |
APEX MARINE LLC
NOTES TO COMBINED FINANCIAL STATEMENTS
March 31, 2026
NOTE 1. NATURE OF BUSINESS AND ORGANIZATION
Apex Marine, LLC, Apex Marine Sales, LLC, and Apex Marine Stuart, LLC, (collectively, the “Company”) are Florida-based marine service, sales, and storage companies engaged primarily in the sale of new and pre-owned vessels, brokerage services, marine repair and maintenance services, parts and accessories sales, boat storage and hauling services, and related marina operations. The Company operates through multiple locations in Florida and serves both individual and commercial customers within the recreational marine industry. The Company’s operations include vessel sales, engine and mechanical services, refurbishment and maintenance, storage services, and related support activities.
The accompanying Combined financial statements include the accounts of Apex Marine, LLC, Apex Marine Sales, LLC, and Apex Marine Stuart, LLC for all the periods presented. Effective January 1, 2026, the Combined financial statements also include the operations of two additional locations: (1) a joint venture entered into between Apex Marine, LLC and Custom Motor Sports & Marine, LLC for the operation of a marine facility in the Haulover area (the “Haulover Joint Venture”), in which Apex Marine, LLC holds a 51% interest and Custom Motor Sports & Marine, LLC holds the remaining 49% interest, which is reflected as a noncontrolling interest in the accompanying Combined financial statements; and (2) the Lantana location, which represents operations conducted by Apex Marine, LLC under a lease agreement for that space. These operations are not included in the comparative period presented. All significant intercompany balances and transactions have been eliminated in combination.
NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Consolidation
The Company’s combined financial statements and the notes thereto have been prepared in accordance with Generally Accepted Accounting Principles (“U.S. GAAP”) in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
The Combined financial statements include the financial statements of the entities noted in Note 1 above.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.
For the three months ended March 31, 2026, the Company incurred a net loss of $897,654 and generated negative cash flows from operating activities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued.
Management has taken steps to improve the Company’s liquidity and operating performance and continues to evaluate additional sources of financing and capital support. Subsequent to year-end, on February 13, 2026, the members of the Company entered into a Membership Interest Purchase Agreement with NextBoat Inc. (“NXB”), and the transaction was completed on May 13, 2026, pursuant to which the Company became a wholly owned subsidiary of NXB. Management believes that the Company’s access to financial resources and operational support following the acquisition may provide additional liquidity and support for future operations.
The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
| 6 |
Use of Estimates and Assumptions
The preparation of the Combined financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Combined financial statements and the reported amounts of revenues and costs and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents. The Company considered highly liquid investments that were readily convertible to known amounts of cash and with original maturities from the date of purchase of three months or less to be cash equivalents. All cash and cash equivalents are unrestricted as to withdrawal and use.
From time to time, the Company may maintain bank balances in interest bearing accounts in excess of $250,000, which is currently the maximum amount insured by the FDIC for interest bearing accounts (there is currently no insurance limit for deposits in noninterest bearing accounts). The Company has not experienced any losses with respect to cash. Management believes our Company is not exposed to any significant credit risk with respect to its cash.
The Company has no restricted cash as of March 31, 2026.
Accounts Receivable, net
Accounts receivables are recorded at invoiced amounts, net of an allowance for credit losses, and do not bear interest. In accordance with Accounting Standards Update No. 2016-13 “Financial Instruments—Credit Losses” (“ASC 326”), the Company measures its allowance for credit losses using an expected credit loss model that reflects the Company’s current estimate of expected credit losses inherent in the enterprise and the accounts receivable balance. In determining the expected credit losses, the Company considers its historical loss experience, the aging of its accounts receivable balance, current economic and business conditions, and anticipated future economic events that may impact collectability. The Company reviews its allowance for credit losses periodically and as needed, amounts are written-off when determined to be uncollectible. As of March 31, 2026, $21,975 allowance for credit losses was recognized.
Inventory, net
Inventories primarily consist of new and pre-owned vessels, including yachts and related marine products, held for sale in the ordinary course of business. Inventory is acquired through direct purchases from manufacturers, vendors, and third-party sellers, as well as through customer trade-ins received in connection with vessel sales transactions. Trade-in inventory is initially recorded based on the estimated net realizable value of the vessel at the date acquired, considering estimated selling prices and costs necessary to prepare the vessel for resale.
Inventories are stated at the lower of cost or net realizable value. The cost of vessel inventory is determined using the specific identification method. The Company evaluates inventory for obsolescence and impairment by considering factors such as inventory aging, historical sales trends, current market conditions, and expected future demand. Inventory may also include parts, accessories, engines, trailers, and work in process related to repair, refurbishment, and service operations. Parts, accessories, engines, and trailers are primarily used in the Company’s service and maintenance operations. The cost of parts and accessories inventory is determined using methods that vary by entity and include both the average cost method and first-in, first-out (“FIFO”) method. Work in process (“WIP”) primarily represents costs incurred for customer service and repair work orders that have not yet been completed and recognized as cost of services. Such costs are deferred until the related service revenue is recognized.
| 7 |
Property, plant and equipment, net
Property, plant and equipment are stated at cost less accumulated depreciation and impairment charges. Depreciation is calculated primarily based on the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the assets:
| Useful Lives | ||
| Equipment | 3-7 years | |
| Vehicles | 3-5 years | |
| Leasehold improvements | The shorter of useful life and lease term |
When assets are retired or otherwise disposed of, the cost, accumulated depreciation is removed from the accounts and any resulting gain or loss is reflected in the Combined statements of operations in the period realized. Maintenance and repairs that do not enhance or extend the asset’s useful life are charged to operating expense as incurred.
Assets acquired under a finance lease are amortized in a manner consistent with the Company’s depreciation policy for owned assets if the lease transfers ownership to the Company at the end of the lease term or contains a bargain purchase option. Otherwise, assets acquired under a finance lease are amortized over the lease term.
Sales Tax
The Company collects sales tax on all of the Company’s sales to nonexempt customers and remits the entire amount to the states that imposed the sales tax. The Company’s accounting policy is to exclude the tax collected and remitted to the states from revenues and cost of sales.
Leases
The Company adopted ASU 2016-02 Leases (Topic 842) (“Topic 842”) issued by the FASB. The adoption of Topic 842 resulted in the presentation of operating lease right-of-use assets and operating lease liabilities on the combined balance sheets.
The Company has assessed the following: (i) whether any expired or existing contracts are or contains a lease, (ii) the lease classification for any expired or existing leases, and (iii) initial direct costs for any expired or existing leases (i.e. whether those costs qualify for capitalization under ASU 2016-02). The Company also elected the short-term lease exemption for certain classes of underlying assets including office space, warehouses and equipment, with a lease term of 12 months or less.
The Company determines whether an arrangement is or contains a lease at inception. A lease for which substantially all the benefits and risks incidental to ownership remain with the lessor is classified by the lessee as an operating lease. The Company currently has both operating and finance leases. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability, current, and operating lease liability, non-current in the Company’s combined balance sheets. Please refer to Note 11 for the disclosures regarding the Company’s method of adoption of ASC 842 and the impacts of adoption on its financial position, results of operations and cash flows.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The operating lease ROU assets and lease liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. The operating lease ROU assets also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease. Renewal options are considered within the ROU assets and lease liabilities when it is reasonably certain that the Company will exercise that option. Lease expenses for lease payments are recognized on a straight-line basis over the lease term.
| 8 |
For operating leases with a term of one year or less, the Company has elected not to recognize a lease liability or ROU asset on its combined balance sheets. Instead, it recognizes the lease payments as expenses on a straight-line basis over the lease term. Short term lease costs are immaterial to its combined statements of operations and cash flows. The Company has operating lease agreements with insignificant non-lease components and has elected the practical expedient to combine and account for lease and non-lease components as a single lease component.
The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future pre-tax cash flows. For the three months ended March 31, 2026, the Company did not have any impairment loss against its operating lease ROU assets.
Fair Value of Financial Instruments
The Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with FASB ASC No. 820, Fair Value Measurements, which provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and liabilities.
The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three-tier hierarchy of inputs is summarized in the three broad levels below:
| Level 1 — | Quoted prices in active markets for identical assets and liabilities. |
| Level 2 — | Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
| Level 3 — | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. |
The Company considers the carrying amount of its financial assets and liabilities, which consist primarily of cash, accounts receivable, inventory, prepaid expenses, other current assets, account payables, accrued liabilities, customer deposits, current portion of long-term debt and floor plan notes payables approximate the fair value of the respective assets and liabilities as of March 31, 2026 due to their short-term nature.
Revenue Recognition
The majority of our revenue is from contracts with customers for the sale of boats, yachts, and trailers. We recognize revenue from boat, yacht, and trailer sales upon transfer of control of the boat, yacht, or trailer to the customer, which is generally upon acceptance of the boat, yacht, 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.
Boat, yacht, and trailer sales transactions often include both cash and non-cash consideration. Cash consideration is paid directly by the Company’s customers or by third-party financial institutions financing the Company’s customer transactions. Non-cash consideration is in the form of trade-in used boats. The Company assigns value to trade-in assets by estimating a future selling price, which the Company estimates based on relevant internal and third-party data, less a gross profit amount to be realized at the time the trade-in asset is sold and an estimate of any reconditioning work required to ready the asset for sale. Both cash and non-cash consideration may be received prior to or after the Company’s performance obligation is satisfied. Any consideration received prior to the satisfaction of the Company’s performance obligation is recognized as deferred revenue. Revenue recognized associated with trade-ins solely relates to end-user boat purchasers and not to boat manufactures or other wholesalers. As of March 31, 2026, the Company held trade-in boats recorded as inventory with a total value of $1,832,299. For the three months ended March 31, 2026, the Company recognized $293,450 in revenue from the sale of trade-in boats. As of March 31, 2025, the Company held trade-in boats recorded as inventory with a total value of $3,170,485. For the three months ended March 31, 2025, the Company recognized $325,000 in revenue from the sale of trade-in boats.
| 9 |
Revenue is recognized from the sale of products and commissions earned on new and pre-owned boats (including used, brokerage, consignment and wholesale) when ownership is transferred to the customer, which is generally upon acceptance or delivery to the customer. At the time of acceptance or delivery, the customer is able to direct the use of, and obtain substantially all of the benefits at such time.
Dealer Incentives
The Company participates in various manufacturer-sponsored dealer incentive programs, including sales performance incentives, volume-based incentives, promotional allowances, and other incentive arrangements. Incentives are earned upon satisfaction of the applicable program requirements established by the manufacturers.
The Company recognizes dealer incentive when the applicable performance conditions have been met and collection is considered probable. Dealer incentives are recorded as reductions of inventory cost and are subsequently recognized as reductions of cost of goods sold when the related inventory is sold. Amounts earned but not yet received are recorded as receivables.
Principal versus Agent Considerations:
We evaluate whether we are acting as a principal or an agent in each type of revenue transaction by assessing whether we control the specified goods or services before they are transferred to the customer, in accordance with ASC 606. We are the principal for sales of new, pre-owned, consignment, and wholesale boats, because we control the boat or yacht before transfer to the customer, bear the inventory risk, and have discretion in establishing prices. Accordingly, revenue from these transactions is recognized at the gross sales price.
For brokerage transactions, we act solely as an agent in arranging the sale of a boat between a seller and a buyer. In these transactions, we do not control the boat prior to transfer and do not bear the inventory risk. Therefore, we recognize revenue from brokerage transactions on a net basis, representing only the commission or fee earned. The transfer of control of the boat in brokerage transactions occurs directly between the seller and the buyer, and we do not obtain control at any point in the transaction.
We recognize customer deposits as revenue at the time of acceptance and the transfer of control to the customers. Total customer deposits of $445,570 recorded as of December 31, 2025 were recognized in revenue during the three months ended March 31, 2026. Total customer deposits of $573,395 recorded as of December 31, 2024 were recognized in revenue during the three months ended March 31, 2025.
We recognize deferred revenue from service operations, maintenance and slip and storage services over time on a straight-line basis over the term of the contract as our performance obligations are met.
Net revenue by category:
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Boat maintenance and repair | 1,532,214 | 928,305 | ||||||
| Boat sales services | 3,920,077 | 3,219,722 | ||||||
| Other Miscellaneous (storage) services | 946,906 | 1,148,496 | ||||||
| Total | $ | 6,399,197 | $ | 5,296,523 | ||||
| 10 |
Selling, General and Administrative Expenses
Selling, general, and administrative expenses consist primarily of insurance, utilities, and other customary operating expenses. All the costs are charged to operations when incurred. The Company recorded selling, general and administrative expenses of $584,874 and $469,852 for the three months ended March 31, 2026 and 2025, respectively.
Advertising and Marketing Costs
Advertising and marketing costs include costs for advertising, marketing programs, brand promotions, customer mailings and promotional events, and boat shows. The Company recorded advertising and marketing expenses of $137,634 and $154,769 for the three months ended March 31, 2026 and 2025, respectively.
Income Taxes
The Company is organized as a limited liability company (“LLC”) and has elected to be treated as a partnership for U.S. federal and state income tax purposes. As a result, the Company is generally not subject to federal or state corporate income taxes at the entity level; instead, the taxable income or loss of the Company is reported by and taxed to its individual members. Accordingly, no provision for federal income taxes has been included in these financial statements.
The Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the combined financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for combined financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.
Penalties and interest related to underpayment of income tax are classified as income tax expense in the period incurred.
The Company believes there were no uncertain tax positions as of March 31, 2026 and December 31, 2025, respectively. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.
Earnings Per Share
The Company is organized as a limited liability company and does not have shares of common stock outstanding. Accordingly, earnings per share disclosures required under ASC 260 are not applicable to the Company.
Segment Reporting
The Company operates as a single operating segment encompassing marine vessel sales (new and pre-owned), marine repair and maintenance services, storage and hauling, and related marina operations. The Company’s chief operating decision maker (“CODM”) reviews Combined financial results to assess performance and allocate resources. All of the Company’s assets are located in the U.S.
| 11 |
Related Parties
Parties, which can be a corporation or individual, are considered to be related if one party has the ability, directly or indirectly, to control or exercise significant influence over the other party in making financial and operating decisions, or if the other party has such ability over the Company. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.
Commitments and Contingencies
In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that liability has been incurred, and the amount of the assessment can be reasonably estimated.
If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Company’s Combined financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.
Subsequent events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the Combined financial statements are available to be issued. Material subsequent events that required recognition or additional disclosure in the Combined financial statements are presented.
Recent Accounting Pronouncements
Recently issued accounting pronouncements not yet adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2025, for private companies, with early adoption permitted. The amendments should be applied prospectively however, retrospective application is also permitted. The Company is in the process of assessing the impact of this ASU on its Combined financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The Company is currently evaluating the adoption of this guidance whether or not a material impact on the Company’s Combined financial statements.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this update provide a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts receivable and contract assets. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years. Adoption of this ASU can be applied prospectively for reporting periods after its effective date. Early adoption is permitted. We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our Combined financial statements.
| 12 |
In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU simplifies the capitalization guidance by removing all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout ASC 350-40. The ASU is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years. Adoption of this ASU can be applied prospectively for reporting periods after its effective date; or follow a modified transition approach that is based on the status of the respective projects and whether software costs were capitalized before the date of adoption; or retrospectively to any or all prior periods presented in the Combined financial statements. Early adoption is permitted. We are currently evaluating the provisions of this ASU.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”). ASU 2025-11 clarifies the scope and requirements for interim financial statement disclosures under U.S. GAAP. The amendments create a comprehensive list of required interim disclosures and introduce a disclosure principle requiring entities to disclose, in interim periods, any event or change since the previous year-end that has a material effect on the entity. ASU 2025-11 is effective for interim reporting periods within annual periods beginning after December 15, 2027, for public business entities, and after December 15, 2028, for all other entities. Early adoption is permitted. The amendments may be applied prospectively or retrospectively to any or all prior interim periods presented. The Company is currently evaluating the impact of ASU 2025-11 on its Combined financial statements.
Recently adopted accounting pronouncements
In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We adopted this ASU on March 31, 2026, refer to Note 15, for the inclusion of the new required disclosures.
NOTE 3. ACCOUNT RECEIVABLES, NET
Accounts receivable, net consisted of the following at March 31, 2026 and December 31, 2025:
| March 31, 2026 | December 31, 2025 | |||||||
| Accounts receivable | $ | 620,328 | $ | 270,914 | ||||
| Less: allowance for doubtful accounts | (21,975 | ) | (21,975 | ) | ||||
| Accounts receivable, net | $ | 598,353 | $ | 248,939 | ||||
| 13 |
The movement of allowance for doubtful accounts are as follows:
| March 31, 2026 | December 31, 2025 | |||||||
| Beginning balance | $ | 21,975 | $ | 21,326 | ||||
| Write-off | - | - | ||||||
| Addition | - | 649 | ||||||
| Ending balance | $ | 21,975 | $ | 21,975 | ||||
NOTE 4. INVENTORY
Inventories consisted of the following:
| March 31, 2026 | December 31, 2025 | |||||||
| New vessel inventory | $ | 12,858,879 | $ | 11,318,512 | ||||
| Used vessel inventory | 1,832,299 | 1,669,651 | ||||||
| Work in progress | 373,571 | 786,064 | ||||||
| Parts and accessories | 752,626 | 672,372 | ||||||
| Engines and trailers | 100,038 | 81,210 | ||||||
| Total | $ | 15,917,413 | $ | 14,527,809 | ||||
Inventories are stated at the lower of cost or net realizable value. The Company periodically evaluates inventory for impairment and records write-downs when the estimated net realizable value is less than cost. In assessing net realizable value, management considers factors including inventory aging, turnover trends, historical sales experience, current market conditions, expected future demand, pricing trends, and estimated costs to sell the inventory.
The Company maintains allowances for slow-moving and obsolete inventory when necessary. For the three months ended March 31, 2026 and 2025, there is no inventory write-downs. For the year ended December 31, 2025, the Company recorded inventory write-downs of $443,146 related primarily to certain used vessel inventory with carrying values that exceeded estimated net realizable value.
NOTE 5. PROPERTY AND EQUIPMENT
Property and equipment, net consisted of the following:
| March 31, 2026 | December 31, 2025 | |||||||
| Leasehold improvements | $ | 145,200 | $ | 135,519 | ||||
| Equipment | 409,017 | 409,017 | ||||||
| Vehicles | 120,701 | 105,701 | ||||||
| Property, plant and equipment, gross | $ | 674,918 | $ | 650,237 | ||||
| Less: accumulated depreciation | (453,036 | ) | (428,286 | ) | ||||
| Property, plant and equipment, net | $ | 221,882 | $ | 221,951 | ||||
During the three months ended March 31, 2026 and 2025, the Company incurred depreciation expenses on property and equipment of $24,750 and $24,876.
| 14 |
NOTE 6. OTHER ASSETS
Other assets consisted of the following as of March 31, 2026 and December 31, 2025:
| March 31, 2026 | December 31, 2025 | |||||||
| Security deposits | $ | 43,126 | $ | 45,526 | ||||
| Bertram 60’ vessel | 935,882 | 966,011 | ||||||
| Total | $ | 979,008 | $ | 1,011,537 | ||||
Included in other assets is a Bertram 60’ vessel with a carrying value of $935,882 as of March 31, 2026. Legal title to the vessel was held by the Company as of March 31, 2026; however, pursuant to the terms of the transaction under which the Company was subsequently acquired by NextBoat Inc., the vessel was designated to be retained by the former owner and was not intended to remain as an operating asset of the Company following the acquisition. Accordingly, management has classified the vessel within other assets.
Management evaluates other assets for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. No impairment was recognized during the three months ended March 31, 2026 and 2025.
NOTE 7. ACCRUED LIABILITIES
Accrued liabilities consisted of the following as of March 31, 2026 and December 31, 2025:
| March 31, 2026 | December 31, 2025 | |||||||
| Payroll payable | $ | 6,208 | $ | - | ||||
| Sales tax payable | 101,045 | 103,626 | ||||||
| Insurance payable | 5,357 | 158,024 | ||||||
| Accrued operating expenses | 299,053 | 258,114 | ||||||
| Total | $ | 411,663 | $ | 519,764 | ||||
NOTE 8. NOTES PAYABLE – FLOOR PLAN
As of March 31, 2026, the Company maintains an inventory floorplan financing facility with Wells Fargo Commercial Distribution Finance, LLC (“WFCDF”) (Customer No. 238271, Branch 3328), used to finance the purchase of new boat inventory held for resale. Interest rates on individual financed units ranged from approximately 6.48% to 8.15% per annum. The total outstanding balance under the facility as of March 31, 2026 and December 31, 2025 were $9,114,526 and $7,255,700. The facility is secured by the financed inventory and its proceeds. As of March 31, 2026, there was no principal past due and the Company was in compliance with all material terms of the facility.
As of March 31, 2026, the Company also maintains an inventory floorplan financing facility with Northpoint Commercial Finance (CIN - Acct. ID: 23643-17826), used to finance the purchase of new boat inventory held for resale sourced from suppliers including Iconic Marine Group, LLC and Nauticstar, LLC. The facility bears interest at a variable rate equal to the Average Daily Balance (“ADB”) base rate plus a spread of 3.99% per annum. As of March 31, 2026, the ADB base rate was 3.7834%, resulting in an effective interest rate of approximately 7.77% per annum. The total outstanding principal balance under this facility as of March 31, 2026 and December 31, 2025 were $3,734,933 and $3,946,762. The facility is secured by the financed inventory and its proceeds, with unit maturity dates extending through December 25, 2028. As of March 31, 2026, there was no principal past due and the Company was in compliance with all material terms of the facility.
The total floor plan notes payable outstanding as of March 31, 2026 and December 31, 2025 were $12,849,459 and $11,202,462, respectively.
| 15 |
NOTE 9. LOAN PAYABLE
| March 31, 2026 | December 31, 2025 | |||||||
| Payable to m2 Equipment Finance LLC bearing interest through fixed monthly installments of $1,209. The original loan amount is $85,500 with terms of 84 months starting from May 22, 2021. The loan is secured by the related marina forklift equipment. | $ | 28,644 | $ | 31,884 | ||||
| Payable to City National Bank of Florida bearing interest of 4.950%. The original note amount is $80,000 with terms of 60 months starting from June 21, 2022. | 21,915 | 26,140 | ||||||
| Total Long-term debt | $ | 50,559 | $ | 58,024 | ||||
Maturity of long-term debt is as follows:
| Three months ending March 31: | Amount | |||
| 2026 | $ | 30,799 | ||
| 2027 | 18,439 | |||
| 2028 | 1,321 | |||
| $ | 50,559 | |||
NOTE 10. CUSTOMER DEPOSITS
Customer deposits primarily consist of advance payments received from customers related to vessel sales transactions and marine repair or service work to be performed in future periods. Such amounts are recognized as revenue when the related performance obligations are satisfied.
We recognize customer deposits as revenue at the time of acceptance and the transfer of control to the customers. Total customer deposits of $445,570 recorded as of December 31, 2025 were recognized in revenue during the three months ended March 31, 2026. Total customer deposits of $573,395 recorded as of December 31, 2024 were recognized in revenue during the three months ended March 31, 2025.
The movement in customer deposits is as follows:
| March 31, 2026 | December 31, 2025 | |||||||
| Balance at beginning period | $ | 445,570 | $ | 573,395 | ||||
| Decrease in customer deposits as a result of recognizing revenue during the year was included in the customer deposits at the beginning of the year | (5,054,395 | ) | (32,672,354 | ) | ||||
| Increase in contract liabilities as a result of billings in advance of performance obligation under contracts | 5,275,229 | 32,564,274 | ||||||
| Refunded to the customers | (219,000 | ) | (19,745 | ) | ||||
| Balance at the end of the period | $ | 447,404 | $ | 445,570 | ||||
| 16 |
NOTE 11. LEASE
Operating Leases
The balances for the operating leases where the Company is the lessee are presented within the balance sheets as follows:
| Operating leases | March 31, 2026 | December 31, 2025 | ||||||
| Right of use-assets | $ | 1,787,843 | $ | 1,565,543 | ||||
| Lease liability-current | $ | 935,948 | $ | 808,513 | ||||
| Lease liability-non-current | $ | 964,143 | $ | 878,291 | ||||
| Total operating lease liabilities | $ | 1,900,091 | $ | 1,686,804 | ||||
| Weighted average remaining lease term (in years) | 2.30 | 2.52 | ||||||
| Weighted average discount rate (%) | 8.50 | % | 8.50 | % | ||||
The components of lease expenses for the three months ended March 31, 2026 and 2025 were as follows:
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Operating lease cost | $ | 435,819 | $ | 305,052 | ||||
| Cost of other leases with period less than one year and variable lease costs | 76,942 | 36,387 | ||||||
| Total | $ | 512,761 | $ | 341,439 | ||||
Supplemental cash flow information related to leases for the three months ended March 31, 2026 and 2025 were as follows:
| For the three months ended March 31, | ||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | 2026 | 2025 | ||||||
| Operating cash flows from operating leases | 512,761 | 341,439 | ||||||
| Supplemental noncash information: | ||||||||
| Right-of-use assets obtained in exchange for lease obligation: | 649,300 | - | ||||||
As of March 31, 2026, the maturities of operating lease liabilities (excluding short-term lease) are as follows:
| For the three months ended March 31, 2026 | Operating Leases | |||
| 2026 | $ | 755,951 | ||
| 2027 | 678,424 | |||
| 2028 | 341,436 | |||
| 2029 and thereafter | 163,836 | |||
| Total lease payments | 1,939,647 | |||
| Less: imputed interest | (39,556 | ) | ||
| Present value of lease payments | 1,900,091 | |||
| Less: current portion | (935,948 | ) | ||
| Lease obligations, noncurrent | $ | 964,143 | ||
As of December 31, 2025, the maturities of operating lease liabilities (excluding short-term lease) are as follows:
| For the year ended December 31, 2025 | Operating Leases | |||
| 2026 | $ | 828,054 | ||
| 2027 | 391,603 | |||
| 2028 | 341,436 | |||
| 2029 and thereafter | 163,836 | |||
| Total lease payments | 1,724,929 | |||
| Less: imputed interest | (38,125 | ) | ||
| Present value of lease payments | 1,686,80 4 | |||
| Less: current portion | (808,513 | ) | ||
| Lease obligations, noncurrent | $ | 878,291 | ||
| 17 |
Finance Lease
| As of March 31, 2026 | As of December 31, 2025 | |||||||
| Finance leases: | ||||||||
| Property and equipment, at cost | 163,125 | 163,125 | ||||||
| Accumulated depreciation | (124,286 | ) | (100,984 | ) | ||||
| Property and equipment, net | $ | 38,839 | $ | 62,141 | ||||
| Total finance lease obligations | $ | 40,709 | $ | 64,473 | ||||
| Finance lease expense: | ||||||||
| Amortization of leased assets | 23,302 | 93,214 | ||||||
| Interest on lease liabilities | 1,164 | 9,380 | ||||||
| Total finance lease expense | $ | 24,466 | $ | 102,594 | ||||
| Weighted-average remaining lease term: | 0.42 | 0.67 | ||||||
| Weighted-average discount rate: | 8.227 | % | 8.227 | % | ||||
| Cash paid for amounts included in the measurement of lease liabilities: | 24,928 | 99,722 | ||||||
| For the three months ended March 31, 2026 | Finance Leases | |||
| 2026 | $ | 40,709 | ||
| Total minimum lease payments | $ | 40,709 | ||
| Less: current portion | (40,709 | ) | ||
| Lease obligations, noncurrent | - | |||
NOTE 12. RELATED PARTY TRANSACTION
As
of March 31, 2026 and December 31, 2025, the Company had a note payable of $700,000 and $500,000, respectively, owed to Ismael
NOTE 13. INCOME TAXES
Apex Marine, LLC, Apex Marine Sales, LLC, and Apex Marine Stuart, LLC are each organized as limited liability companies and have elected to be taxed as partnerships under the provisions of the Internal Revenue Code (the “Code”). Under this election, the Company does not pay federal corporate income taxes on its taxable income. Instead, the members are individually liable for federal income taxes on the Company’s taxable income, whether or not distributed. Therefore, no provision or liability for federal income taxes has been included in the accompanying financial statements.
| 18 |
Uncertain tax positions
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of March 31, 2026 and December 31, 2025, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income taxes for the three months ended March 31, 2026 and 2025. The Company also does not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from March 31, 2026.
NOTE 14. EQUITY
Members’ Equity
Apex Marine, LLC, Apex Marine Sales, LLC, and Apex Marine Stuart, LLC are under common ownership and control. Members’ equity consists of member contributions, distributions, and accumulated earnings and losses. Profits and losses are allocated to the members of each entity in accordance with their respective operating agreements. The members’ ownership interests in the entities as of March 31, 2026 were as follows:
| Entity | Members | Ownership Percentage | ||||
| Apex Marine, LLC | Ismael | 85.00 | % | |||
| William Dalton | 5.00 | % | ||||
| Horacio Aguirre | 5.00 | % | ||||
| Frank Llano | 5.00 | % | ||||
| Apex Marine Sales, LLC | Ismael | 87.00 | % | |||
| Rodolfo Garcia | 8.00 | % | ||||
| Frank Llano | 5.00 | % | ||||
| Apex Marine Stuart, LLC | Ismael | 57.50 | % | |||
| Sean Fenniman | 42.50 | % | ||||
No member contributions or distributions were made during the three months ended March 31, 2026 and 2025.
On March 2, 2022, Apex Marine Stuart, LLC repurchased shares of its own equity interest from Kurt Chandler for a total consideration of $15,745 and has been presented as a reduction of members’ equity in the accompanying balance sheet as of the transaction date.
Noncontrolling Interests (“NCI”)
On January 1, 2026, Apex Marine, LLC (the “Company”) entered into a Joint Venture Agreement with Custom Motor Sports & Marine, LLC, a Missouri limited liability company, to form a joint venture operating under the name Apex Iconic at Haulover (the “Joint Venture”). The Joint Venture was established to operate and maintain a marine business located at 15600 Collins Avenue, Miami Beach, Florida 33154. Under the terms of the agreement, the Company holds a 51% interest in the Joint Venture and is entitled to 51% of net profits. The Company is solely responsible for all capital contributions, operating expenses, capital expenditure, and financing requirements of the Joint Venture. The Company is also responsible for day-to-day management, marketing and sales activities, cash management, and payroll functions of the Joint Venture. The term of the Joint Venture is co-terminus with an existing sublease agreement dated September 17, 2024, between Haulover Series, as sublandlord, and Custom Motor Sports & Marine, LLC, as subtenant, with respect to the Joint Venture’s principal place of business.
| 19 |
The Joint Venture incurred a net loss of $140,480 for the three months ended March 31, 2026, reflecting the early-stage nature of its operations, which commenced on January 1, 2026. Of this amount, $71,645 (representing the Company’s 51% interest) is included in the net loss attributable to Apex Marine LLC, and $68,835 (representing Custom Motor Sports & Marine, LLC’s 49% interest) is attributable to the noncontrolling interest.
As of March 31, 2026 and December 31, 2025, the noncontrolling interest balance was $(68,835) and nil, respectively, reflecting the cumulative net loss allocated to the noncontrolling interest since the Joint Venture’s inception on January 1, 2026.
NOTE 15. SEGMENT INFORMATION
In accordance with ASC 280-10, Segment Reporting: Overall, the CODM reviews the Combined results of operations when making decisions about allocating resources and assessing performance of the Company as a whole; hence, the Company has only one operating segment.
The
Company’s segment operating profit or loss is measured using operating profit, which is the
primary performance metric utilized by management to evaluate the financial results and to make decisions regarding resource allocation.
Although gross profit is reviewed by management for operational analysis, operating income (loss) is the primary measure used by the
Company’s chief operating decision maker (CODM) for segment performance assessment and resource allocation. The Company concluded
that the CODM was Ismael
Segment information is as follows:
| For the three months ended March 31, | ||||||||
| Item | 2026 | 2025 | ||||||
| Net revenue | $ | 6,399,197 | $ | 5,296,523 | ||||
| Cost of revenue | 5,150,599 | 3,692,476 | ||||||
| Gross Profit | 1,248,598 | 1,604,047 | ||||||
| Depreciation and amortization | 78,182 | 78,299 | ||||||
| Selling, general and administrative | 584,874 | 469,852 | ||||||
| Advertising and marketing | 137,634 | 154,769 | ||||||
| Professional services | 27,281 | 22,753 | ||||||
| Salaries and wages | 720,904 | 441,831 | ||||||
| Rent expense | 512,761 | 341,439 | ||||||
| Segment operating income (loss) | $ | (813,038 | ) | $ | 95,104 | |||
| Segment other expense | $ | (84,616 | ) | $ | (116,420 | ) | ||
| As of March 31, | ||||||||
| Item | 2026 | 2025 | ||||||
| Segment assets | $ | 20,711,165 | $ | 23,653,895 | ||||
NOTE 16. COMMITMENTS AND CONTINGENCIES
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. The Company had no pending commitments and contingencies as of March 31, 2026 and December 31, 2025.
| 20 |
NOTE 17. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the combined financial statements are available to be issued. Other than the material subsequent events disclosed above in the notes to financial statements, no other material subsequent events that required recognition or additional disclosure in the combined financial statements are presented.
On February 13, 2026, the members of the Company entered into a Membership Interest Purchase Agreement (“MIPA”) with NextBoat Inc. pursuant to which NextBoat Inc. agreed to acquire 100% of the membership interests of the Company. The Company obtained control of the business effective May 1, 2026. The transaction closed on May 13, 2026, resulting in a change in ownership of the Company. Pursuant to the terms of the transaction, the aggregate consideration was approximately $5.97 million, consisting of (i) $1.2 million in cash, (ii) 679,012 shares of NextBoat Inc.’s common stock valued at approximately $1.8 million, and (iii) two promissory notes with aggregate principal amounts of approximately $2.97 million. Following the closing, the Company became a wholly owned subsidiary of NextBoat Inc.
In May 2026, the Haulover Joint Venture (as described in Note 14) was dissolved and the Company vacated the premises located at 15600 Collins Avenue, Miami Beach, Florida 33154. As a result of the dissolution, the Joint Venture’s sublease agreement with Haulover Series was terminated. The Company does not expect the dissolution to have a material impact on its combined financial statements.
| 21 |
Exhibit
NEXTBOAT INC
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The unaudited pro forma condensed combined financial information is prepared in accordance with Article 11 of Regulation S-X of the Securities Exchange Act of 1934 (Article 11) and should be read in conjunction with the accompanying notes. The following unaudited pro forma condensed combined financial information combines the historical consolidated financial position and results of operations of NextBoat Inc (“NextBoat”, the “Company”) and the historical consolidated financial position and results of operations of Apex Marine, LLC., Apex Marine Sales, LLC. and Apex Marine Stuart, LLC. (collectively, “Apex”) after giving effect to the Apex Acquisition as further described in Note 1. Description of the Transactions and Basis of Presentation and the pro forma effects of certain assumptions and adjustments described in Notes to the Unaudited Pro Forma Condensed Combined Financial Information below.
The unaudited pro forma condensed combined financial information has been prepared to give effect to the following (collectively, the “Transactions”):
| ● | Application of the acquisition method of accounting under the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”) where the assets acquired and liabilities assumed of Apex will be recorded by NextBoat at their respective fair values as of the closing date; | |
| ● | Preliminary adjustments to conform the financial presentation of Apex to those of NextBoat; | |
| ● | Other transaction accounting adjustments, including transaction costs of the Apex Acquisition; and | |
| ● | Other financing transaction accounting adjustments, including the effect of the promissory notes and equity consideration issued in connection with the Apex Acquisition. |
The following pro forma financial statements and related notes are based on and should be read in conjunction with:
| ● | The historical audited consolidated financial statements of NextBoat and the related notes included in NextBoat’s Annual Report on Form 10-K as of and for the year ended December 31, 2025; | |
| ● | The historical audited combined financial statements of Apex and the related notes included herein as of and for the year ended December 31, 2025; | |
| ● | The historical unaudited condensed consolidated financial statements of NextBoat and the related notes included in NextBoat’s Quarterly Report on Form 10-Q as of and for the three months ended March 31, 2026; and | |
| ● | The historical unaudited combined financial statements of Apex and the related notes included herein as of and for the three months ended March 31, 2026; |
The unaudited pro forma condensed combined balance sheet as of March 31, 2026 and December 31, 2025, gives pro forma effect to the Transactions as if they had been consummated on March 31, 2026. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2026, and for the year ended December 31, 2025, give pro forma effect to the Transactions as if they had been consummated on January 1, 2025.
The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting pursuant to the provisions of ASC 805, whereby NextBoat is considered the accounting acquirer. The consideration transferred will be allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values as of the acquisition date, and any excess value of the consideration transferred over the acquired net assets will be recognized as goodwill, if applicable. The assets and liabilities of Apex have been measured based on various preliminary estimates using assumptions that NextBoat believes are reasonable based on information that is currently available. As a result, the unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the financial position and results of operations that would have been achieved had the Transactions occurred on the dates indicated.
As of the date of this filing, the valuation of the identifiable assets acquired and liabilities assumed remains ongoing and adjustments may be made. NextBoat expects to complete the final purchase price allocation during the 12-month period subsequent to the close date.
NEXTBOAT INC
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of March 31, 2026
| NextBoat Inc. (Historical) | Apex Marine LLC (Historical) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||||
| ASSETS | ||||||||||||||||||
| Current Assets: | ||||||||||||||||||
| Cash and cash equivalents | 5,330,457 | 823,650 | (1,784,493 | ) | 4(a) | 4,369,614 | ||||||||||||
| Accounts receivable, net | 304,194 | 598,353 | (598,353 | ) | 4(g) | 304,194 | ||||||||||||
| Inventory | 46,401,570 | 15,917,413 | - | 62,318,983 | ||||||||||||||
| Prepaid expenses | 1,033,713 | 218,470 | - | 1,252,183 | ||||||||||||||
| Other current assets | 355,511 | 125,707 | - | 481,218 | ||||||||||||||
| TOTAL CURRENT ASSETS | 53,425,445 | 17,683,593 | (2,382,846 | ) | 68,726,192 | |||||||||||||
| Non-Current Assets: | ||||||||||||||||||
| Property, plant & equipment, net | 3,573,238 | 221,882 | (11,114 | ) | 4(g) | 3,784,006 | ||||||||||||
| Other receivable | 32,121 | - | - | 32,121 | ||||||||||||||
| Due from related party | 58,994 | - | - | 58,994 | ||||||||||||||
| Finance lease right-of-use assets, net | - | 38,839 | - | 38,839 | ||||||||||||||
| Right-of-use assets | 6,247,247 | 1,787,843 | - | 8,035,090 | ||||||||||||||
| Goodwill | 570,000 | - | 4,154,644 | 3 | 4,724,644 | |||||||||||||
| Intangible assets, net | 566,975 | - | - | 566,975 | ||||||||||||||
| Other non-current assets | - | 979,008 | (935,882 | ) | 4(g) | 43,126 | ||||||||||||
| TOTAL NON-CURRENT ASSETS | 11,048,575 | 3,027,572 | 3,207,648 | 17,283,795 | ||||||||||||||
| TOTAL ASSETS | 64,474,020 | 20,711,165 | 824,802 | 86,009,987 | ||||||||||||||
| LIABILITIES AND STOCKHOLDERS’ / MEMBERS’ EQUITY | ||||||||||||||||||
| Current Liabilities: | ||||||||||||||||||
| Accounts payable | 1,508,056 | 426,177 | (426,177 | ) | 4(g) | 1,508,056 | ||||||||||||
| Accrued liabilities | 769,785 | 411,663 | 57,170 | 4(e) | 1,238,618 | |||||||||||||
| Customer deposits | 2,054,624 | 447,404 | - | 2,502,028 | ||||||||||||||
| Floor plan notes payable | 40,004,232 | 12,849,459 | - | 52,853,691 | ||||||||||||||
| Current portion of long-term debt | 31,105 | 30,799 | 1,733,334 | 4(c)(d) | 1,795,238 | |||||||||||||
| Due to related party | 815,088 | 700,000 | - | 1,515,088 | ||||||||||||||
| Short-term debt | 1,500,000 | - | - | 1,500,000 | ||||||||||||||
| Lease liabilities, current | 1,010,473 | 935,948 | - | 1,946,421 | ||||||||||||||
| Finance lease liabilities, current | - | 40,709 | - | 40,709 | ||||||||||||||
| Other current liabilities | 845,140 | - | - | 845,140 | ||||||||||||||
| TOTAL CURRENT LIABILITIES | 48,538,503 | 15,842,159 | 1,364,327 | 65,744,989 | ||||||||||||||
| Long-Term Liabilities: | ||||||||||||||||||
| Long-term debt, noncurrent | 55,966 | 19,760 | 1,233,333 | 4(c) | 1,309,059 | |||||||||||||
| Lease liabilities, noncurrent | 5,395,207 | 964,143 | - | 6,359,350 | ||||||||||||||
| TOTAL LONG-TERM LIABILITIES | 5,451,173 | 983,903 | 1,233,333 | 7,668,409 | ||||||||||||||
| TOTAL LIABILITIES | 53,989,676 | 16,826,062 | 2,597,660 | 73,413,398 | ||||||||||||||
| Stockholders’ / Members’ Equity: | ||||||||||||||||||
| Common stock ($0.001 par) | 24,320 | - | 679 | 4(b) | 24,999 | |||||||||||||
| Additional paid-in capital | 20,080,980 | - | 2,237,571 | 4(b) | 22,318,551 | |||||||||||||
| Common stock payable | 350,000 | - | - | 350,000 | ||||||||||||||
| Accumulated losses | (9,970,956 | ) | - | (57,170 | ) | 4(e) | (10,028,126 | ) | ||||||||||
| Members’ equity | - | 3,953,938 | (3,953,938 | ) | 4(f) | - | ||||||||||||
| Non-controlling interest | - | (68,835 | ) | - | (68,835 | ) | ||||||||||||
| TOTAL EQUITY | 10,484,344 | 3,885,103 | (1,772,858 | ) | 12,596,589 | |||||||||||||
| TOTAL LIABILITIES AND EQUITY | 64,474,020 | 20,711,165 | 824,802 | 86,009,987 | ||||||||||||||
NEXTBOAT INC
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 2026
| NextBoat Inc. (Historical) | Apex Marine LLC (Historical) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||||
| REVENUES | ||||||||||||||||||
| Net revenues | 29,843,739 | 6,399,197 | - | 36,242,936 | ||||||||||||||
| TOTAL REVENUES | 29,843,739 | 6,399,197 | - | 36,242,936 | ||||||||||||||
| COST OF REVENUES | ||||||||||||||||||
| Cost of revenues | 26,675,959 | 5,150,599 | - | 31,826,558 | ||||||||||||||
| GROSS PROFIT | 3,167,780 | 1,248,598 | - | 4,416,378 | ||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||||
| Depreciation and amortization | 158,688 | 78,182 | - | 236,870 | ||||||||||||||
| Selling, general and administrative | 1,293,775 | 584,874 | - | 1,878,649 | ||||||||||||||
| Advertising and marketing | 590,893 | 137,634 | - | 728,527 | ||||||||||||||
| Professional services | 586,200 | 27,281 | - | 613,481 | ||||||||||||||
| Salaries and wages | 3,118,362 | 720,904 | - | 3,839,266 | ||||||||||||||
| Rent expense | 287,855 | 512,761 | - | 800,616 | ||||||||||||||
| Non-recurring transaction costs | - | - | 57,170 | 5(b) | 57,170 | |||||||||||||
| TOTAL OPERATING EXPENSES | 6,035,773 | 2,061,636 | 57,170 | 8,154,579 | ||||||||||||||
| LOSS FROM OPERATIONS | (2,867,993 | ) | (813,038 | ) | (57,170 | ) | (3,738,201 | ) | ||||||||||
| OTHER INCOME / (EXPENSE) | ||||||||||||||||||
| Interest expense, net | (529,130 | ) | (78,168 | ) | (37,000 | ) | 5(a) | (644,298 | ) | |||||||||
| Other income | 92,633 | 388 | - | 93,021 | ||||||||||||||
| Other expense | - | (6,836 | ) | - | (6,836 | ) | ||||||||||||
| TOTAL OTHER EXPENSE | (436,497 | ) | (84,616 | ) | (37,000 | ) | (558,113 | ) | ||||||||||
| LOSS BEFORE INCOME TAXES | (3,304,490 | ) | (897,654 | ) | (94,170 | ) | (4,296,314 | ) | ||||||||||
| Income tax expense | (163,032 | ) | - | - | 5(c) | (163,032 | ) | |||||||||||
| NET LOSS | (3,467,522 | ) | (897,654 | ) | (94,170 | ) | (4,459,346 | ) | ||||||||||
| Net Loss attributed to non-controlling interest | - | (68,835 | ) | - | (68,835 | ) | ||||||||||||
| Net Loss per Share: | ||||||||||||||||||
| Basic | (0.14 | ) | N/A | N/A | 5(d) | (0.18 | ) | |||||||||||
| Diluted | (0.14 | ) | N/A | N/A | 5(d) | (0.18 | ) | |||||||||||
| Weighted Average Common Shares Outstanding: | ||||||||||||||||||
| Basic | 24,310,667 | N/A | 679,012 | 5(d) | 24,989,679 | |||||||||||||
| Diluted | 24,310,667 | N/A | 679,012 | 5(d) | 24,989,679 | |||||||||||||
NEXTBOAT INC
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of December 31, 2025
| NextBoat Inc. (Historical) | Apex Marine LLC (Historical) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||||
| ASSETS | ||||||||||||||||||
| Current Assets: | ||||||||||||||||||
| Cash and cash equivalents | 12,428,774 | 1,467,865 | (2,199,633 | ) | 4(a) | 11,697,006 | ||||||||||||
| Accounts receivable, net | 269,938 | 248,939 | (248,939 | ) | 4(g) | 269,938 | ||||||||||||
| Inventory | 26,035,844 | 14,527,810 | - | 40,563,654 | ||||||||||||||
| Prepaid expenses | 706,256 | 394,905 | - | 1,101,161 | ||||||||||||||
| Other current assets | 434,584 | - | - | 434,584 | ||||||||||||||
| TOTAL CURRENT ASSETS | 39,875,396 | 16,639,519 | (2,448,572 | ) | 54,066,343 | |||||||||||||
| Non-Current Assets: | ||||||||||||||||||
| Property, plant & equipment, net | 823,231 | 221,951 | (12,263 | ) | 4(g) | 1,032,919 | ||||||||||||
| Finance lease right-of-use assets, net | - | 62,141 | - | 62,141 | ||||||||||||||
| Right-of-use assets | 6,516,415 | 1,565,543 | - | 8,081,958 | ||||||||||||||
| Goodwill | 570,000 | - | 4,154,644 | 3 | 4,724,644 | |||||||||||||
| Intangible assets, net | 560,406 | - | - | 560,406 | ||||||||||||||
| Other non-current assets | 72,109 | 1,011,537 | (966,011 | ) | 4(g) | 117,635 | ||||||||||||
| TOTAL NON-CURRENT ASSETS | 8,542,161 | 2,861,172 | 3,176,370 | 14,579,703 | ||||||||||||||
| TOTAL ASSETS | 48,417,557 | 19,500,691 | 727,798 | 68,646,045 | ||||||||||||||
| LIABILITIES AND STOCKHOLDERS’ / MEMBERS’ EQUITY | ||||||||||||||||||
| Current Liabilities: | ||||||||||||||||||
| Accounts payable | 1,471,198 | 240,836 | (240,836 | ) | 4(g) | 1,471,198 | ||||||||||||
| Accrued liabilities | 790,804 | 519,764 | 57,170 | 4(e) | 1,367,738 | |||||||||||||
| Customer deposits | 1,210,447 | 445,570 | - | 1,656,017 | ||||||||||||||
| Floor plan notes payable | 25,312,694 | 11,202,462 | - | 36,515,156 | ||||||||||||||
| Current portion of long-term debt | 32,453 | 30,473 | 1,733,334 | 4(c)(d) | 1,796,260 | |||||||||||||
| Due to related party | 315,088 | 500,000 | - | 815,088 | ||||||||||||||
| Lease liabilities, current | 963,731 | 808,513 | - | 1,772,244 | ||||||||||||||
| Finance lease liabilities, current | - | 64,473 | - | 64,473 | ||||||||||||||
| Other current liabilities | 773,821 | - | - | 773,821 | ||||||||||||||
| TOTAL CURRENT LIABILITIES | 30,870,236 | 13,812,091 | 1,549,668 | 46,231,995 | ||||||||||||||
| Long-Term Liabilities: | ||||||||||||||||||
| Long-term debt, noncurrent | 62,003 | 27,551 | 1,233,333 | 4(c) | 1,322,887 | |||||||||||||
| Lease liabilities, noncurrent | 5,650,165 | 878,292 | - | 6,528,457 | ||||||||||||||
| TOTAL LONG-TERM LIABILITIES | 5,712,168 | 905,843 | 1,233,333 | 7,851,344 | ||||||||||||||
| TOTAL LIABILITIES | 36,582,404 | 14,717,934 | 2,783,001 | 54,083,339 | ||||||||||||||
| Stockholders’ / Members’ Equity: | ||||||||||||||||||
| Common stock ($0.001 par) | 24,020 | - | 679 | 4(b) | 24,699 | |||||||||||||
| Additional paid-in capital | 17,964,567 | - | 2,784,045 | 4(b) | 20,748,612 | |||||||||||||
| Common stock payable | 350,000 | - | - | 350,000 | ||||||||||||||
| Accumulated losses | (6,503,434 | ) | - | (57,170 | ) | 4(e) | (6,560,604 | ) | ||||||||||
| Members’ equity | - | 4,782,757 | (4,782,757 | ) | 4(f) | - | ||||||||||||
| TOTAL EQUITY | 11,835,153 | 4,782,757 | (2,055,203 | ) | 14,562,707 | |||||||||||||
| TOTAL LIABILITIES AND EQUITY | 48,417,557 | 19,500,691 | 727,798 | 68,646,045 | ||||||||||||||
NEXTBOAT INC
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2025
| NextBoat Inc. (Historical) | Apex Marine LLC (Historical) | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||||
| REVENUES | ||||||||||||||||||
| Net revenues | 119,866,298 | 29,929,974 | - | 149,796,272 | ||||||||||||||
| TOTAL REVENUES | 119,866,298 | 29,929,974 | - | 149,796,272 | ||||||||||||||
| | ||||||||||||||||||
| COST OF REVENUES | ||||||||||||||||||
| Cost of revenues | 108,400,082 | 24,904,625 | - | 133,304,707 | ||||||||||||||
| GROSS PROFIT | 11,466,216 | 5,025,349 | - | 16,491,565 | ||||||||||||||
| | ||||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||||
| Depreciation and amortization | 310,871 | 313,374 | - | 624,245 | ||||||||||||||
| Selling, general and administrative | 2,427,881 | 2,071,715 | - | 4,499,596 | ||||||||||||||
| Advertising and marketing | 1,162,037 | 481,408 | - | 1,643,445 | ||||||||||||||
| Professional services | 459,010 | 196,870 | - | 655,880 | ||||||||||||||
| Salaries and wages | 5,775,259 | 2,315,257 | - | 8,090,516 | ||||||||||||||
| Rent expense | 868,246 | 1,396,753 | - | 2,264,999 | ||||||||||||||
| Non-recurring transaction costs | - | - | 57,170 | 5(b) | 57,170 | |||||||||||||
| TOTAL OPERATING EXPENSES | 11,003,304 | 6,775,377 | 57,170 | 17,835,851 | ||||||||||||||
| INCOME (LOSS) FROM OPERATIONS | 462,912 | (1,750,028 | ) | (57,170 | ) | (1,344,286 | ) | |||||||||||
| | ||||||||||||||||||
| OTHER INCOME / (EXPENSE) | ||||||||||||||||||
| Interest expense, net | (2,261,241 | ) | (634,904 | ) | (148,000 | ) | 5(a) | (3,044,145 | ) | |||||||||
| Other income | 214,499 | 52,901 | - | 267,400 | ||||||||||||||
| Other expense | (419,922 | ) | - | - | (419,922 | ) | ||||||||||||
| TOTAL OTHER EXPENSE | (2,466,664 | ) | (582,003 | ) | (148,000 | ) | (3,196,667 | ) | ||||||||||
| LOSS BEFORE INCOME TAXES | (2,003,752 | ) | (2,332,031 | ) | (205,170 | ) | (4,540,953 | ) | ||||||||||
| Income tax benefit | 131,955 | - | - | 5(c) | 131,955 | |||||||||||||
| NET LOSS | (1,871,797 | ) | (2,332,031 | ) | (205,170 | ) | (4,408,998 | ) | ||||||||||
| | ||||||||||||||||||
| Net Loss per Share: | ||||||||||||||||||
| Basic | (0.09 | ) | N/A | N/A | 5(d) | (0.21 | ) | |||||||||||
| Diluted | (0.09 | ) | N/A | N/A | 5(d) | (0.21 | ) | |||||||||||
| | ||||||||||||||||||
| Weighted Average Common Shares Outstanding: | ||||||||||||||||||
| Basic | 20,509,356 | N/A | 679,012 | 5(d) | 21,188,368 | |||||||||||||
| Diluted | 20,509,356 | N/A | 679,012 | 5(d) | 21,188,368 | |||||||||||||
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 1. Description of the Transactions and Basis of Presentation
Acquisition of Apex Marine Companies
On
May 13, 2026 (the “Closing Date”), NextBoat Inc (NYSE American: NXB) (“NextBoat” or the “Company”)
completed its previously announced acquisition of all of the issued and outstanding membership interests of Apex Marine, LLC., Apex Marine
Sales, LLC. and Apex Marine Stuart, LLC. (collectively, “Apex” or the “Apex Acquisition”). The Apex Acquisition
was completed pursuant to a Membership Interest Purchase Agreement (the “MIPA”) originally signed on February 13, 2026. The
primary owner of the membership interests was Ismael
The
aggregate purchase price for Apex was $5,966,667, which was funded through: (i) $1,200,000 in cash paid to the Sellers upon closing;
(ii) the issuance of 679,012 shares of the Company’s common stock having a value of $1,800,000; and (iii) the issuance of two promissory
notes — one in the original principal amount of $2,466,667 bearing interest at 6.0% per annum and payable in 24 monthly installments,
secured by the membership interests acquired under the MIPA (the “Note 1”), and one in the original principal amount of $500,000
bearing no interest (except in the event of default) and due 365 days from issuance(the “Note 2”). The Company had no prior
relationship with Ismael
Apex is a premier South Florida marine service, storage, and sales organization with four (4) operating facilities located in Miami, Palm Beach, Stuart, and the Florida Keys. Apex’s facilities include prime storage and service locations with haul-out capacity for vessels up to 150 metric tons and 130 feet in length, and comprehensive in-house teams covering repair, refit, and refurbishment. Apex also holds authorized dealership representation for respected brands, including Pursuit (Miami), Solace, and Fountain (Fort Pierce to Key West). The Apex Acquisition is expected to contribute approximately $30 million in annual revenue and generate approximately $3 million in annual cost savings.
Basis of Presentation
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11. The unaudited pro forma condensed combined balance sheet as of March 31, 2026, combines the historical unaudited consolidated balance sheets of NextBoat and Apex, giving effect to the Transactions as if they had been consummated on March 31, 2026. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025, combines the historical condensed consolidated statements of operations of NextBoat and Apex, giving effect to the Transactions as if they had been consummated on January 1, 2025.
The pro forma financial statements are presented for informational purposes only and do not necessarily indicate the financial results of the combined company had the companies been combined at the beginning of the periods presented, nor do they necessarily indicate the results of operations in future periods or the future financial position of the combined company. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not reflect the costs of any integration activities or cost savings or synergies that may be achieved as a result of the Apex Acquisition.
Note 2. Significant Accounting Policies and Reclassification Adjustments
In connection with the consummation of the Apex Acquisition, management is performing a comprehensive review of the two parties’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two parties which, when conformed, could have a material impact on the financial statements of the Company. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.
Note 3. Preliminary Purchase Price Allocation
The preliminary consideration transferred is allocated to the identifiable assets acquired and liabilities assumed of Apex based on their preliminary estimated fair values on May 1, 2026. The following table sets forth a preliminary allocation of the consideration transferred:
| Preliminary Purchase Price Allocation | ||||
| Consideration Transferred | ||||
| Cash paid at closing | 1,200,000 | |||
| NXB common stock issued | 1,800,000 | |||
| Note 1 | 2,466,667 | |||
| Note 2 | 500,000 | |||
| Total consideration transferred | 5,966,667 | |||
| Fair Value of Assets Acquired | ||||
| Cash and cash equivalents | 89,339 | |||
| Inventory | 14,937,898 | |||
| Prepaid expenses | 295,610 | |||
| Other non-current assets | 43,126 | |||
| Property, plant & equipment, net | 263,956 | |||
| Right-of-use assets | 1,645,164 | |||
| Amount attributable to assets acquired | 17,275,093 | |||
| Fair Value of Liabilities Assumed | ||||
| Accrued liabilities | 392,366 | |||
| Customer deposits | 475,650 | |||
| Lease liabilities | 1,754,409 | |||
| Floor plan notes payable | 12,792,593 | |||
| Long-term debt | 48,052 | |||
| Amount attributable to liabilities assumed | 15,463,070 | |||
| Net identifiable assets acquired (at fair value) | 1,812,023 | |||
| Goodwill | ||||
| Total consideration transferred | 5,966,667 | |||
| Less: net identifiable assets acquired | (1,812,023 | ) | ||
| Goodwill recognized | 4,154,644 | |||
Note 4. Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet
Transaction accounting adjustments include the following adjustments related to the unaudited pro forma condensed combined balance sheet as of March 31, 2026:
(a)
| Pro Forma Adjustments | ||||
| $ | (1,200,000 | ) | Reflects the $1,200,000 for cash consideration paid to Seller at closing. | |
| $ | (584,493 | ) | 4(g) | |
| $ | (1,784,493 | ) | ||
Transaction accounting adjustments include the following adjustments related to the unaudited pro forma condensed combined balance sheet as of December 31, 2025:
| Pro
Forma Adjustments | ||||
| $ | (1,200,000 | ) | Reflects the $1,200,000 for cash consideration paid to Seller at closing. | |
| $ | (999,633 | ) | 4(g) | |
| $ | (2,199,633 | ) | ||
| (b) | Reflects the issuance of 679,012 shares of NXB common stock to Seller in connection with the Membership Interest Purchase Agreement. |
| (c) | Reflects the consideration paid to Seller by promissory note amounted to $2,466,667 with current portion $1,233,334 and long-term portion $1,233,333. |
| (d) | Reflects the consideration paid to Seller by promissory note amounted to $500,000, due within 365 days. |
| (e) | Reflects the non-recurring transaction costs of $57,170. |
| (f) | Reflects the partial elimination of Apex’s historical members’ equity. |
| (g) | Pursuant to the terms of the Membership Interest Purchase Agreement dated February 13, 2026, cash and cash equivalents on hand at closing excluding deposits in escrow on sold boats as to which the sales have not closed, all uncollected accounts receivable, and the assets listed in Schedule O are excluded from the acquisition. Accounts payable outstanding as of the closing date remain the responsibility of the Sellers. This adjustment reflects the removal of such items from the combined balance sheet. |
| Pro
Forma Adjustments as of March 31, 2026 | ||||
| Cash and cash equivalents | $ | 584,493 | ||
| Accounts receivable, net | 598,353 | |||
| Other non-current assets | 935,882 | |||
| Property, plant & equipment, net | 11,114 | |||
| Accounts payable | (426,177 | ) | ||
| $ | 1,703,665 | |||
| Pro
Forma Adjustments as of December 31, 2025 | ||||
| Cash and cash equivalents | $ | 999,633 | ||
| Accounts receivable, net | 248,939 | |||
| Other non-current assets | 966,011 | |||
| Property, plant & equipment, net | 12,263 | |||
| Accounts payable | (240,836 | ) | ||
| $ | 1,986,011 | |||
Note 5. Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations
Transaction accounting adjustments include the following adjustments related to the unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2026, and for the year ended December 31, 2025, as follows:
(a) Pro Forma Interest Expense
Represents an adjustment to interest expense of $37,000 and $148,000 related to the promissory notes issued at closing for the three months ended March 31, 2026, and for the year ended December 31, 2025, respectively, as if the acquisition had been consummated on January 1, 2025:
(b) Non-Recurring Transaction Costs
Represents an adjustment of $57,170 to record estimated non-recurring transaction costs (legal fees, advisory fees, due diligence) expected to be incurred by NextBoat in connection with the Apex Acquisition for the three months ended March 31, 2026 and for the year ended December 31, 2025. These costs are non-recurring and are not expected to have a continuing
impact on the combined company’s operating results in future periods.
(c) Estimated Income Tax Impact of Pro Forma Adjustments
The pro forma income tax adjustment applied is zero. The pro forma combined entity reflects a pre-tax loss of approximately $4.3 million and $4.5 million for the three months ended March 31, 2026, and for the year ended December 31, 2025. The incremental pre-tax adjustments of $(205,170) (additional interest expense and non-recurring transaction costs) generate a theoretical tax benefit of approximately $54,370 at the assumed blended statutory rate of 26.5%. However, because the combined entity generates a pre-tax loss in all pro forma periods presented, no current tax benefit is realizable. Furthermore, Apex Marine was historically a pass-through limited liability company (“LLC”) entity not subject to entity-level income tax; upon consolidation with NextBoat, its results are included in NextBoat’s consolidated tax return. Given NextBoat’s history of cumulative losses and the full valuation allowance maintained against its deferred tax assets, no pro forma tax benefit has been recognized. The blended statutory rate of 26.5% is not necessarily indicative of the effective tax rate of the combined company.
(d) Pro Forma Net Income (Loss) per Share — Basic and Diluted
The unaudited pro forma combined basic and diluted earnings per share calculations are based on the weighted average basic and diluted shares of NextBoat outstanding during the period, inclusive of the 679,012 shares issued to the Sellers in connection with the Apex Acquisition.
| For the Three Months Ended March 31, 2026 | Historical NextBoat | Historical Apex | Pro Forma Adjustments | Pro Forma Combined | ||||||||||||
| Net loss | (3,467,522 | ) | (897,654 | ) | (94,170 | ) | (4,459,346 | ) | ||||||||
| Weighted-average shares — historical (basic) | 24,310,667 | - | - | 24,310,667 | ||||||||||||
| 679,012 Shares issued to sellers | - | - | 679,012 | 679,012 | ||||||||||||
| Pro forma basic shares | 24,310,667 | - | 679,012 | 24,989,679 | ||||||||||||
| Pro forma diluted shares * | 24,310,667 | - | 679,012 | 24,989,679 | ||||||||||||
| Pro forma basic net loss per share | (0.14 | ) | N/A | N/A | (0.18 | ) | ||||||||||
| Pro forma diluted net loss per share | (0.14 | ) | N/A | N/A | (0.18 | ) | ||||||||||
| For the Year Ended December 31, 2025 | Historical NextBoat | Historical Apex | Pro Forma Adjustments | Pro Forma Combined | ||||||||||||
| Net loss | (1,871,797 | ) | (2,332,031 | ) | (205,170 | ) | (4,408,998 | ) | ||||||||
| Weighted-average shares — historical (basic) | 20,509,356 | - | - | 20,509,356 | ||||||||||||
| 679,012 Shares issued to sellers | - | - | 679,012 | 679,012 | ||||||||||||
| Pro forma basic shares | 20,509,356 | - | 679,012 | 21,188,368 | ||||||||||||
| Pro forma diluted shares * | 20,509,356 | - | 679,012 | 21,188,368 | ||||||||||||
| Pro forma basic net loss per share | (0.09 | ) | N/A | N/A | (0.21 | ) | ||||||||||
| Pro forma diluted net loss per share | (0.09 | ) | N/A | N/A | (0.21 | ) | ||||||||||
* Due to the anti-dilutive effect, the computation of basic and diluted earnings per share did not include the shares underlying the exercise of RSUs as the Company had a net loss for the year ended December 31,2025.