8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

MarineMax, Inc.

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(Exact name of registrant as specified in its charter)

Not Applicable

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Former name or former address, if changed since last report

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:

Indicate by check mark whether the registrant is an emerging growth company as defined in 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).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Item 1.01 Entry into a Material Definitive Agreement

On May 20, 2020, MarineMax, Inc. and its subsidiaries (collectively, the “Company”) entered into a Loan and Security Agreement (the “Credit Facility”), with Wells Fargo Commercial Distribution Finance LLC, M&T Bank, Bank of the West, and Truist Bank. The Credit Facility provides the Company a line of credit with asset based borrowing availability of up to $440 million for working capital and inventory financing, with the amount permissible pursuant to a borrowing base formula.

The Credit Facility has a three-year term and expires in May 2023, subject to extension for two one-year periods, with lender approval. The interest rate for amounts outstanding under the Credit Facility is 345 basis points above the one-month London Inter-Bank Offering Rate (“LIBOR”). There is an unused line fee of ten basis points on the unused portion of the Credit Facility.

The Credit Facility is secured by the Company’s inventory and related accounts receivable. None of the Company’s real estate has been pledged as collateral for the Credit Facility.

All of the lenders under the Credit Facility (or their affiliates) have various other relationships with the Company and its subsidiaries involving the provision of financial services, including cash management, loans, letters of credit and bank guarantee facilities, investment banking and trust services, and some may serve as a source of retail financing for the Company’s customers. In addition, the lenders under the Credit Facility (or their affiliates or predecessors (Truist Bank is a successor by merger to BB&T)) were also lenders under the Previous Credit Facility (defined below).

This description of the Credit Facility is qualified in its entirety by reference to the complete terms and conditions of the Credit Facility which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for its quarterly period ended June 30, 2020.

On May 21, 2020, the Company issued a press release announcing the Credit Facility. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

In connection with entering into the Credit Facility, the previous credit facility, an Inventory Financing Agreement (the “Previous Credit Facility”) with Wells Fargo Commercial Distribution Finance LLC, and M&T Bank, Bank of the West, and BB&T was terminated on May 20, 2020 as a result of entering into the Credit Facility. The Previous Credit Facility had a maximum aggregate credit amount of $440 million and was scheduled to expire on October 30, 2022. The collateral for the Previous Credit Facility was primarily the Company’s inventory that was financed through the Previous Credit Facility.

All of the lenders (or their affiliates) under the Previous Credit Facility have various other relationships with the Company and its subsidiaries involving the provision of financial services, including cash management, loans, letters of credit and bank guarantee facilities, investment banking and trust services, and some may serve as a source of retail financing for the Company’s customers. In addition, the lenders under the Credit Facility (or their affiliates or predecessors (Truist Bank is a successor by merger to BB&T)) were also lenders under the Previous Credit Facility.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

Press release of MarineMax, Inc. dated May 21, 2020, entitled “MarineMax Expands Financial Capacity”.

Exhibit Index

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.

hzo-ex991_6.htm

Exhibit 99.1

MARINEMAX EXPANDS FINANCIAL CAPACITY

~ Amends Credit Facility, Adds Liquidity and Extends Term ~

~ Comments on Recent Retail Activity in Current Environment ~

CLEARWATER, FL – May 21, 2020 – MarineMax, Inc. (NYSE: HZO), the nation’s largest recreational boat and yacht retailer, announced today that it has amended its $440 million credit facility, which provides MarineMax with greater financial capacity by increasing its liquidity and extending the term.   The Company reported $90 million of liquidity at March 31, 2020 and, as a result of the amendment and improved cash from operations, has in excess of $140 million today.

The enhanced facility now has a three-year term expiring in May 2023, and it has two one-year options to renew, subject to lender approval.  Borrowings under the facility are secured primarily by the Company’s inventory that is financed through the facility. Under the amendment, certain provisions of the credit facility were modified, providing additional liquidity to the Company. The Company’s sizeable unleveraged real estate portfolio is not pledged under the facility and is excluded from the liquidity calculation.

The Company provided an update on business, indicating the positive retail activity it reported in April has continued.

Michael H. McLamb, Executive Vice President, Chief Financial Officer and Secretary of MarineMax, Inc. stated, “Based on our very strong balance sheet, we requested and received certain modifications to our credit facility that resulted in increased liquidity and extended the term for another year. The lenders in our facility have been long-term partners to MarineMax and we appreciate their confidence in our strategies and management, as expressed through this amendment. Increasing our liquidity is certainly beneficial in these uncertain times.  With approaching warmer weather,  it is nice to see the strong interest and positive sales activity that we experienced in April continue, which is a testimony to the demand for the boating lifestyle.”

The agent of the facility is Wells Fargo Commercial Distribution Finance and includes the following lending partners: M&T Bank, Bank of the West and Truist Bank.

About MarineMax

Headquartered in Clearwater, Florida, MarineMax is the nation’s largest recreational boat and yacht retailer. Focused on premium brands, such as Sea Ray, Boston Whaler, Hatteras, Azimut Yachts, Benetti, Ocean Alexander, Galeon, Grady-White, Harris, Bennington, Crest, MasterCraft, MJM Yachts, NauticStar, Scout, Sailfish, Scarab Jet Boats, Tige, Yamaha Jet Boats, Aquila, Aviara, and Nautique. MarineMax sells new and used recreational boats and related marine products and services as well as provides yacht brokerage and charter services. MarineMax also owns Fraser Yachts Group, a leading superyacht brokerage and luxury yacht services company with operations in multiple countries. MarineMax currently has 59 retail locations in Alabama, Connecticut, Florida, Georgia, Maryland, Massachusetts, Minnesota, Missouri, New Jersey, New York, North Carolina, Ohio, Oklahoma, Rhode Island, South Carolina and Texas and operates MarineMax Vacations in Tortola, British Virgin Islands. MarineMax is a New York Stock Exchange-listed company. For more information, please visit www.marinemax.com.

~more~

Forward Looking Statement

Certain statements in this press release are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include the benefit of the additional liquidity and the Company’s positive sales.  These statements are based on current expectations, forecasts, risks, uncertainties and assumptions that may cause actual results to differ materially from expectations as of the date of this release. These risks, assumptions and uncertainties include the Company’s abilities to reduce inventory, manage expenses and accomplish its goals and strategies, the quality of the new product offerings from the Company’s manufacturing partners, the impacts (direct and indirect) of COVID-19 on the Company’s business, the Company’s employees, the Company’s manufacturing partners, and the overall economy, general economic conditions, as well as those within our industry, the level of consumer spending, the Company’s ability to integrate acquisitions into existing operations, the continued recovery of the industry, and numerous other factors identified in the Company’s Form 10-K for the fiscal year ended September 30, 2019 and other filings with the Securities and Exchange Commission.  The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.