[8-K] OFF THE HOOK YS INC. Reports Material Event
Rhea-AI Filing Summary
Off The Hook YS Inc. reported first quarter 2026 revenue of $29.8 million, up 9.6% from $27.2 million a year earlier, driven mainly by a 31.8% increase in pre‑owned boat sales to $27.8 million and record quarterly unit sales of 127 boats. Gross profit rose to $3.2 million, with gross margin improving to 10.7% from 9.9%.
Despite higher sales, the company swung to a net loss of $3.5 million from net income of $0.3 million, as operating expenses climbed to $6.0 million, including sharp increases in salaries, stock‑based compensation of $1.8 million, and other public‑company and growth costs. Adjusted EBITDA fell to a loss of $1.4 million from a positive $0.3 million. Management raised full‑year 2026 revenue guidance to $165–$170 million and completed the Apex Marine acquisition to expand infrastructure in South Florida and support its national marine marketplace strategy.
Positive
- None.
Negative
- None.
Insights
Revenue and guidance improved, but profitability and cash generation weakened.
Off The Hook YS Inc. grew Q1 2026 revenue 9.6% to $29.8 million, powered by strong pre‑owned boat demand and a record 127 boats sold. Gross profit increased to $3.2 million and margin ticked up to 10.7%, reflecting mix toward brokerage and pre‑owned sales.
The company, however, moved from net income of $0.3 million to a net loss of $3.5 million. Operating expenses more than tripled to $6.0 million, driven by higher salaries, public‑company costs, marketing, and $1.8 million of stock‑based compensation. Adjusted EBITDA deteriorated from a positive $0.3 million to a loss of $1.4 million, while cash declined from $12.4 million to $5.3 million as inventory and floor plan notes payable expanded.
Management raised 2026 revenue guidance to $165–$170 million and closed the Apex Marine acquisition, adding South Florida infrastructure to support storage, service, and resale. Actual outcomes will depend on integrating Apex, managing higher leverage from $40.0 million in floor plan notes, and converting topline growth into positive Adjusted EBITDA and net income in future periods.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form
CURRENT REPORT
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Item 2.02 Results of Operations and Financial Condition
On May 14, 2026, Off the Hook YS Inc. (the “Company”) issued a press release announcing certain financial results for its first fiscal quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information under this Item 2.02 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure
In addition to announcing financial results, the press release discussed, among other things, recent operational highlights. A copy of the press release is attached herewith as Exhibit 99.1.
The information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.1, shall not be incorporated by reference into the filings of the Company under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Exhibits
| Exhibit
No. |
Description | |
| 99.1 | Press Release dated May 14, 2026, reporting the financial results for its first fiscal quarter ended March 31, 2026. | |
| 104 | Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are 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 behalf of the undersigned hereunto duly authorized.
| Off The Hook YS Inc. | ||
| Date: May 14, 2026 | By: | /s/ Brian John |
| Brian John | ||
| Chief Executive Officer | ||
Exhibit 99.1
Off The Hook YS Inc. Reports First Quarter 2026 Financial and Operating Results
First quarter 2026 revenue increased 9.6% year over year to $29.8 million
Increased 2026 revenue guidance to $165–$170 million
Wilmington,
NC, May 14, 2026 (GLOBE NEWSWIRE)—Off The Hook YS Inc. (NYSE American: “OTH”, or “Off the Hook Yachts”),
a vertically integrated marine marketplace and the largest buyer and seller of used boats in the nation, today announced financial results
for the
“We achieved record revenue of $29.8 million, expanded our national broker network, and continued to build out the infrastructure that we believe positions the Company for continued double-digit growth. Our vertically integrated model—combining brokerage, wholesale inventory acquisition, financing through Azure Funding, and our growing premier brokerage division—continues to differentiate Off the Hook Yachts in the marine industry,” said Brian John, Chief Executive Officer of Off The Hook Yachts.
“Despite what is normally a seasonably slow first quarter, we achieved record results, growing monthly revenue that has continued into the second quarter. We believe Off the Hook is well-positioned to continue accelerating growth in 2026. Early second quarter trends have been encouraging and based on current expectations we are raising our guidance for the full year. We will also continue our focus on building one of the leading platforms in the recreational marine market” added Mr. John.
2026 First Quarter Highlights
| ● | Revenue increased 9.6% to $29.8 million compared to $27.2 million during the first quarter of 2025 |
| ● | Pre-owned boat sales increased 31.8% compared to the first quarter of 2025 |
| ● | Sold 127 boats during the first quarter, representing a first quarter record for the Company |
| ● | Gross profit increased 18.5% to $3.2 million compared to $2.7 million in the first quarter of 2025 |
| ● | Expanded the Company’s broker network by 30 brokers during the quarter |
2026 Full Year Guidance
For full year 2026, the Company expects revenue between $165 million and $170 million compared to prior guidance of $155 million to $160 million.
First Quarter 2026 Financial Discussion
For the quarter ended March 31, 2026, revenue increased 9.6% to $29.8 million compared to $27.2 million in the first quarter of 2025. The increase was primarily driven by increased inventory availability and sales activity, supported by an expansion of the Company’s floorplan financing facility. Further, the addition of brokers for Off the Hook and our new premier brokerage division, Autograph Yacht Group, contributed to our revenue growth. These two moves allowed us to increase the number of boats sold compared to the first quarter of 2025.
New boat sales decreased by $4.2 million, or 76.4%, to $1.3 million for the three months ended March 31, 2026, from $5.5 million for the three months ended March 31, 2025. For the three months ended March 31, 2026, we sold 3 new units compared to approximately 7 units for the three months ended March 31, 2025, a decrease partially attributable to decreased marketing efforts and a slowdown in the new boat market.
Pre-owned boat sales increased by $6.7 million, or 31.8%, to $27.8 million for the three months ended March 31, 2026, from $21.1 million for the three months ended March 31, 2025. For the three months ended March 31, 2026, pre-owned boat unit sales increased 55.0%, to 124 pre-owned boats, compared to 80 pre-owned units for the same period of 2025. Average price per pre-owned boat sale transaction was approximately $224,000 (124 units) for the three months ended March 31, 2026, and $263,000 (80 units) for the three months ended March 31, 2025. We sell a wide range of brands and sizes of pre-owned boats under different types of sales arrangements (e.g., trade-ins, brokerage and consignment), which causes periodic and seasonal fluctuations in the average sales price.
Finance Income – Azure
Revenue from arranging financing products, including financing, insurance and extended warranty contracts, to customers through various third-party financial institutions and insurance companies decreased by approximately $0.3 million, or approximately 50.0%, to $0.3 million for the three months ended March 31, 2026, from $0.6 million for the three months ended March 31, 2025. This decrease can be attributed to fluctuations in our customer mix, with more high-end buyers using cash to purchase, compared to entry-level and lower ticket customers who typically are more finance dependent.
Gross Profit
Gross profit increased by $0.5 million, or 18.3%, to $3.2 million for the three months ended March 31, 2026, compared to $2.7 million for the three months ended March 31, 2025. Our gross margin of 10.7% increased modestly from 9.9% or 81 basis points. The increase was primarily driven by higher gross profit from pre-owned boat sales and an increase in brokerage transactions, which generally carry higher margin profiles due to lower direct costs. These increases were partially offset by a decline in gross profit from new boat sales, reflecting margin compression and pricing pressures in that segment.
New boat gross profit decreased by $0.2 million, to $0.01 million for the three months ended March 31, 2026, compared to $0.3 million for the three months ended March 31, 2025. Overall gross margins on new boat sales declined due to increased price sensitivity among consumers and broader industry-wide margin compression. New boat gross profit as a percentage of new boat revenue was 1.1% for the three months ended March 31, 2026, compared to 4.5% for the three months ended March 31, 2025. The decline in margin percentage reflects both the shift in market conditions and our strategic decision to accelerate inventory turnover in response to slowing demand.
Pre-owned boat gross profit increased by $0.6 million, or 30.0%, to $2.6 million for the three months ended March 31, 2026, compared to $2.0 million for the three months ended March 31, 2025. This modest increase occurred despite downward pressure on pricing and the desire to move certain inventory at reduced margins to maintain turnover and liquidity.
Pre-owned boat gross margin as a percentage of pre-owned boat revenue was 9.4% for the three months ended March 31, 2026, compared to 9.6% for the same period of 2025. We sell a diverse mix of pre-owned boats across various price points, brands, and sales channels, including trade-ins, consignment, wholesale, and brokerage, which naturally contributes to fluctuations in gross profit margins due to varying transaction structures and sales dynamics.
Finance gross profit decreased by $0.1 million, to $0.2 million for the three months ended March 31, 2026, from $0.3 million for the three months ended March 31, 2025. Finance income is fee-based revenue for which we do not recognize incremental expenses.
Selling, General and Administrative Expenses
Selling, general, and administrative expenses consist primarily of lease expense, insurance, utilities, and other customary operating expenses. SG&A increased $0.9 million, or 205.1%, to $1.3 million for the three months ended March 31, 2026, compared to $0.4 million for the three months ended March 31, 2025. The increase was primarily attributable to the cost of additional leases executed in 2025, higher indirect marketing expenses associated with our attendance at two boat shows during the quarter, and higher insurance costs related to increased inventory levels under floorplan financing arrangements, each in line with the Company’s planned business expansion for 2026.
Salaries and Wages
Salaries
and wages expense increased
Conference Call and Webcast
The Company will host an earnings conference call today, May 14, 2026, at 4:30 P.M. Eastern Time. To participate by telephone, please dial (800) 715-9871 (domestic), or (646) 307-1963 (international). The conference passcode is 5863262.
A live webcast of the conference call will be available in the Investor Relations section of the Company’s website at https://investor.offthehookyachts.com using the conference passcode 5863262. An online replay of the webcast will be available for a limited time immediately following the call.
About Off The Hook Yachts Inc.
Founded in 2012, Off The Hook YS Inc. is a vertically integrated, marine marketplace transforming how boats are bought, sold, and financed across the United States. Leveraging proprietary technology, deep transaction data, and a national acquisition network, the Company increases speed, transparency, and inventory velocity across boat brokerage, wholesale trading, auctions, financing, and marine services, with an integrated ecosystem that includes Autograph Yacht Group, Azure Funding, and proprietary lead-generating platforms. Headquartered in Wilmington, North Carolina, Off The Hook is rapidly expanding its national footprint and market share within the $57 billion U.S. marine industry.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Off The Hook YS Inc.’s current expectations and are subject to inherent uncertainties, risks, and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission and available on our Company website. Forward-looking statements contained in this announcement are made as of this date, and Off The Hook YS Inc. undertakes no duty to update such information except as required under applicable law.
Contacts:
Chad Corbin
Chief Financial Officer (CFO)
chadcorbin@offthehookys.com
Investor Relations
OFF THE HOOK YS INC.
Condensed Consolidated Statements of Operations
(Unaudited)
For the Three Months Ended March 31, 2026 and 2025
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | 29,843,739 | $ | 27,238,782 | ||||
| Cost of revenues | 26,675,959 | 24,562,153 | ||||||
| Gross Profit | 3,167,780 | 2,676,629 | ||||||
| Operating Expenses: | ||||||||
| Depreciation and amortization | 158,688 | 36,373 | ||||||
| Selling, general and administrative | 1,293,775 | 423,860 | ||||||
| Advertising and marketing | 590,893 | 329,046 | ||||||
| Professional services | 586,200 | 54,287 | ||||||
| Salaries and wages | 3,118,362 | 855,282 | ||||||
| Rent expenses | 287,855 | 157,158 | ||||||
| Total Operating Expenses | 6,035,773 | 1,856,006 | ||||||
| (Loss) Income from Operations | (2,867,993 | ) | 820,623 | |||||
| Other Income (Expenses): | ||||||||
| Interest expense, net | (529,130 | ) | (545,298 | ) | ||||
| Other income | 92,633 | 14,449 | ||||||
| Total Other Expenses | (436,497 | ) | (530,849 | ) | ||||
| (Loss) Income Before Income Taxes | (3,304,490 | ) | 289,774 | |||||
| Income tax expenses | 163,032 | - | ||||||
| Net (Loss) Income | $ | (3,467,522 | ) | $ | 289,774 | |||
| Basic and Diluted Net (Loss) Income Per Common Share | $ | (0.14 | ) | $ | 0.01 | |||
| Basic and diluted weighted average common share outstanding | 24,310,667 | 20,000,000 | ||||||
OFF THE HOOK YS INC.
Condensed Consolidated Balance Sheets
As of March 31, 2026 and December 31, 2025
| March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 5,330,457 | $ | 12,428,774 | ||||
| Accounts receivable, net | 304,194 | 269,938 | ||||||
| Inventory | 46,401,570 | 26,035,844 | ||||||
| Prepaid expense | 1,033,713 | 706,256 | ||||||
| Other current assets | 355,511 | 434,584 | ||||||
| Total Current Assets | 53,425,445 | 39,875,396 | ||||||
| Non-Current Assets | ||||||||
| Property, plant and equipment, net | 3,573,238 | 823,231 | ||||||
| Other receivable | 32,121 | 27,486 | ||||||
| Due from related party | 58,994 | 44,623 | ||||||
| Right-of-use assets | 6,247,247 | 6,516,415 | ||||||
| Goodwill | 570,000 | 570,000 | ||||||
| Intangible assets, net | 566,975 | 560,406 | ||||||
| Total Non-Current Assets | 11,048,575 | 8,542,161 | ||||||
| Total Assets | $ | 64,474,020 | $ | 48,417,557 | ||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | 1,508,056 | $ | 1,471,198 | ||||
| Accrued liabilities | 769,785 | 790,804 | ||||||
| Lease liabilities, current | 1,010,473 | 963,731 | ||||||
| Current portion of long-term debt | 31,105 | 32,453 | ||||||
| Due to related party | 815,088 | 315,088 | ||||||
| Customer deposits | 2,054,624 | 1,210,447 | ||||||
| Short-term debt | 1,500,000 | - | ||||||
| Floor plan notes payable | 40,004,232 | 25,312,694 | ||||||
| Other current liabilities | 845,140 | 773,821 | ||||||
| Total Current Liabilities | 48,538,503 | 30,870,236 | ||||||
| Long-Term Liabilities | ||||||||
| Long-term debt, noncurrent | 55,966 | 62,003 | ||||||
| Lease liabilities, noncurrent | 5,395,207 | 5,650,165 | ||||||
| Total Long-Term Liabilities | 5,451,173 | 5,712,168 | ||||||
| Total Liabilities | 53,989,676 | 36,582,404 | ||||||
| Stockholders’ Equity | ||||||||
| Common stock, $0.001 par value; 100,000,000 shares authorized; 24,320,000 and 24,020,000 shares issued and outstanding as of March 31, 2026, and December 31, 2025, respectively | 24,320 | 24,020 | ||||||
| Additional paid-in capital | 20,080,980 | 17,964,567 | ||||||
| Common stock payable | 350,000 | 350,000 | ||||||
| Accumulated deficit | (9,970,956 | ) | (6,503,434 | ) | ||||
| Total Stockholders’ Equity | 10,484,344 | 11,835,153 | ||||||
| Total Liabilities and Stockholders’ Equity | $ | 64,474,020 | $ | 48,417,557 | ||||
Non-GAAP Financial Information
To supplement OTH’s financial information presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”), OTH presents certain financial measures that are not prepared in accordance with GAAP, including adjusted EBITDA. These non-GAAP financial measures, which are defined below, should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. These non-GAAP financial measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similarly titled measures presented by other companies.
OTH is presenting these non-GAAP financial measures to assist investors in seeing OTH’s operating results through the eyes of management and because OTH believes that these measures provide a useful tool for investors to use in assessing OTH’s operating performance against prior period operating results and against business objectives. OTH uses non-GAAP financial measures to evaluate its operating results and for financial and operational decision-making.
Reconciliations of the non-GAAP financial measures presented to the most directly comparable GAAP financial measures are included in the tables below.
Adjusted EBITDA
The Company defines Adjusted EBITDA as GAAP net income (loss) before interest expense, income taxes, depreciation and amortization, and certain additional adjustments, including stock-based compensation and other non-cash items or other items that management does not consider indicative of ongoing operating performance. A reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure is included in the tables below. The following table presents a reconciliation of Adjusted EBITDA to our net (loss) income, which is the most directly comparable GAAP measure for the periods presented. We believe this information will be useful for investors to facilitate comparisons of our operating performance and identify trends in our business.
| For the Three Months Ended March 31, | ||||||||||||
| Description | 2026 | 2025 | Change | |||||||||
| Net (loss) income | $ | (3,467,522 | ) | $ | 289,774 | $ | (3,757,296 | ) | ||||
| Interest expense – other | 13,592 | - | 13,592 | |||||||||
| Income tax expenses | 163,032 | - | 163,032 | |||||||||
| Depreciation and amortization | 158,688 | 36,373 | 122,315 | |||||||||
| Stock-based compensation | 1,761,613 | - | 1,761,613 | |||||||||
| Adjusted EBITDA | $ | (1,370,597 | ) | $ | 326,147 | $ | (1,696,744 | ) | ||||