10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2019.

Commission File Number. 1-14173

MARINEMAX, INC.

(Exact Name of Registrant as Specified in Its Charter)

Florida	<br>59-3496957
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)
2600 McCormick Drive, Suite 200
Clearwater, Florida	33759
(Address of Principal Executive Offices)	(ZIP Code)

727-531-1700

(Registrant's Telephone Number, Including Area Code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.001 per share	HZO	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The number of outstanding shares of the registrant's Common Stock on January 24, 2020 was 21,526,367.

MARINEMAX, INC. AND SUBSIDIARIES

Item No.		Page
PART I. FINANCIAL INFORMATION
1.	Financial Statements (Unaudited):
	Condensed Consolidated Statements of Operations for the Three Months Ended December 31, 2018 and 2019	3
	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended December 31, 2018 and 2019	4
	Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2019	5
	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended December 31, 2018 and 2019	6
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2018 and 2019	7
	Notes to Condensed Consolidated Financial Statements	8
2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
3.	Quantitative and Qualitative Disclosures About Market Risk	24
4.	Controls and Procedures	24
PART II. OTHER INFORMATION		25
1.	Legal Proceedings	25
1A.	Risk Factors	25
2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
3.	Defaults Upon Senior Securities	26
4.	Mine Safety Disclosures	26
5.	Other Information	26
6.	Exhibits	26
SIGNATURES		27
EX – 31.1
EX – 31.2
EX – 32.1
EX – 32.2
EX – 101 INSTANCE DOCUMENT
EX – 101 SCHEMA DOCUMENT
EX – 101 CALCULATION LINKBASE DOCUMENT
EX – 101 DEFINITION LINKBASE DOCUMENT
EX – 101 LABEL LINKBASE DOCUMENT
EX – 101 PRESENTATION LINKBASE DOCUMENT

ITEM 1. Financial Statements

MARINEMAX, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Amounts in thousands, except share and per share data)

(Unaudited)

	Three Months Ended
	December 31,
	2018		2019
Revenue	$	241,937	$	304,172
Cost of sales		178,459		224,154
Gross profit		63,478		80,018
Selling, general, and administrative expenses		54,492		64,386
Income from operations		8,986		15,632
Interest expense		2,516		3,344
Income before income tax provision		6,470		12,288
Income tax provision		1,560		3,229
Net income	$	4,910	$	9,059
Basic net income per common share	$	0.22	$	0.42
Diluted net income per common share	$	0.21	$	0.41
Weighted average number of common shares used in computing<br><br><br>net income per common share:
Basic		22,779,567		21,453,914
Diluted		23,400,685		21,890,065

See accompanying notes to condensed consolidated financial statements.

MARINEMAX, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(Amounts in thousands, except share and per share data)

(Unaudited)

	Three Months Ended
	December 31,
	2018		2019
Net income	$	4,910	$	9,059
Other comprehensive gain, net of tax:
Foreign currency translation adjustments		-		606
Total other comprehensive gain, net of tax		-		606
Comprehensive income	$	4,910	$	9,665

See accompanying notes to condensed consolidated financial statements.

MARINEMAX, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Amounts in thousands, except share data)

(Unaudited)

			December 31,
			2019
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	38,511		$	35,985
Accounts receivable, net	42,398			36,118
Inventories, net	477,468			493,943
Prepaid expenses and other current assets	10,206			11,009
Total current assets	568,583			577,055
Property and equipment, net of accumulated depreciation of 77,798 and 80,823	144,298			144,756
Operating lease right-of-use assets, net	-			41,335
Goodwill and other intangible assets, net	64,077			64,479
Other long-term assets	7,125			7,781
Total assets	784,083		$	835,406
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	33,674		$	18,159
Customer deposits	24,305			20,198
Accrued expenses	42,849			35,436
Current operating lease liabilities	-			6,898
Short-term borrowings	312,065			334,085
Total current liabilities	412,893			414,776
Noncurrent operating lease liabilities	-			36,325
Deferred tax liabilities, net	1,142			2,413
Other long-term liabilities	1,229			1,145
Total liabilities	415,264			454,659
SHAREHOLDERS' EQUITY:
Preferred stock, .001 par value, 1,000,000 shares authorized, none issued or outstanding<br> as of September 30, 2019 and December 31, 2019	—			—
Common stock, .001 par value, 40,000,000 shares authorized, 27,508,473 and<br> 27,686,764 shares issued and 21,321,688 and 21,499,979 shares outstanding as of<br> September 30, 2019 and December 31, 2019, respectively	28			28
Additional paid-in capital	269,969			271,622
Accumulated other comprehensive loss	(669	)		(63	)
Retained earnings	202,455			212,124
Treasury stock, at cost, 6,186,785 and 6,186,785 shares held as of September 30, 2019<br> and December 31, 2019, respectively	(102,964	)		(102,964	)
Total shareholders’ equity	368,819			380,747
Total liabilities and shareholders’ equity	784,083		$	835,406

All values are in US Dollars.

See accompanying notes to condensed consolidated financial statements.

MARINEMAX, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Shareholders’ Equity

(Amounts in thousands, except share data)

(Unaudited)

					Additional			Accumulated<br><br><br>Other								Total
	Common Stock				Paid-in			Comprehensive			Retained		Treasury			Shareholders’
	Shares		Amount		Capital			Earnings			Earnings		Stock			Equity
BALANCE, September 30, 2019		27,508,473	$	28	$	269,969		$	(669	)	$	202,455	$	(102,964	)	$	368,819
Net income		—		—		—			—			9,059		—			9,059
Purchase of treasury stock		—		—		—			—			—		—			-
Shares issued pursuant to employee stock purchase plan		38,352		—		505			—			—		—			505
Shares issued upon vesting of equity awards, net of minimum tax withholding		123,993		—		(476	)		—			—		—			(476	)
Shares issued upon exercise of stock options		13,000		—		111			—			—		—			111
Stock-based compensation		2,946		—		1,513			—			—		—			1,513
Foreign currency translation adjustments,<br><br><br>net of tax		—		—		—			606			—		—			606
Cumulative effect of change in accounting principle - leases, net after tax		—		—		—			—			610		—			610
BALANCE, December 31, 2019		27,686,764	$	28	$	271,622		$	(63	)	$	212,124	$	(102,964	)	$	380,747
					Additional		Accumulated<br><br><br>Other							Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Common Stock				Paid-in		Comprehensive		Retained		Treasury			Shareholders’
	Shares		Amount		Capital		Earnings		Earnings		Stock			Equity
BALANCE, September 30, 2018		27,141,267	$	27	$	262,250	$	-	$	166,071	$	(75,256	)	$	353,092
Net income		—		—		—		—		4,910		—			4,910
Purchase of treasury stock		—		—		—		—		—		(229	)		(229	)
Shares issued pursuant to employee stock purchase plan		30,650		—		507		—		—		—			507
Shares issued upon vesting of equity awards, net of minimum tax withholding		35,000		—		—		—		—		—			-
Shares issued upon exercise of stock options		108,275		—		1,311		—		—		—			1,311
Stock-based compensation		2,135		—		1,448		—		—		—			1,448
Cumulative effect of change in accounting principle - revenue recognition, net after tax		—		—		—		—		399		—			399
BALANCE, December 31, 2018		27,317,327	$	27	$	265,516	$	-	$	171,380	$	(75,485	)	$	361,438

See accompanying notes to condensed consolidated financial statements.

MARINEMAX, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

	Three Months Ended
	December 31,
	2018			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	4,910		$	9,059
Adjustments to reconcile net income to net cash used in operating<br><br><br>activities:
Depreciation and amortization		2,775			3,007
Deferred income tax provision		683			1,061
Loss on sale of property and equipment		84			24
Proceeds from insurance settlements		475			—
Stock-based compensation expense		1,448			1,513
(Increase) decrease in —
Accounts receivable, net		7,817			6,345
Inventories, net		(68,946	)		(16,475	)
Prepaid expenses and other assets		(5,013	)		(1,687	)
Increase (decrease) in —
Accounts payable		(11,294	)		(15,559	)
Customer deposits		4,065			(4,107	)
Accrued expenses and other liabilities		(2,093	)		(2,479	)
Net cash used in operating activities		(65,089	)		(19,298	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(3,025	)		(4,398	)
Proceeds from sale of property and equipment		43			—
Net cash used in investing activities		(2,982	)		(4,398	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (payments) borrowings on short-term borrowings		57,766			22,020
Net proceeds from issuance of common stock under incentive compensation and<br><br><br>employee purchase plans		1,818			616
Payments on tax withholdings for equity awards		(1,525	)		(1,674	)
Purchase of treasury stock		(229	)		—
Net cash provided by financing activities		57,830			20,962
Effect of exchange rate changes on cash		—			208
NET DECREASE IN CASH AND CASH EQUIVALENTS		(10,241	)		(2,526	)
CASH AND CASH EQUIVALENTS, beginning of period		48,822			38,511
CASH AND CASH EQUIVALENTS, end of period	$	38,581		$	35,985
Supplemental Disclosures of Cash Flow Information:
Cash paid for:
Interest	$	2,711		$	4,093
Income taxes		—			161
Non-cash items:
Initial operating lease right-of-use assets for adoption of ASU 2016-02	$	-		$	42,070
Initial current and noncurrent operating lease liabilities for adoption of<br><br><br>ASU 2016-02		—			43,953

See accompanying notes to condensed consolidated financial statements.

MARINEMAX, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1.	COMPANY BACKGROUND:

We are the largest recreational boat and yacht retailer in the United States. We engage primarily in the retail sale, brokerage, and service of new and used boats, motors, trailers, marine parts and accessories and offer slip and storage accommodations in certain locations. In addition, we arrange related boat financing, insurance, and extended service contracts. We also offer the charter of power yachts in the British Virgin Islands. As of December 31, 2019, we operated through 59 retail locations in 16 states, consisting of Alabama, Connecticut, Florida, Georgia, Maryland, Massachusetts, Minnesota, Missouri, New Jersey, New York, North Carolina, Ohio, Oklahoma, Rhode Island, South Carolina and Texas. Our MarineMax Vacations operation maintains a facility in Tortola, British Virgin Islands. We also own Fraser Yachts Group, a leading superyacht brokerage and luxury yacht services company with operations in multiple countries.

We are the nation’s largest retailer of Sea Ray and Boston Whaler recreational boats and yachts, which are manufactured by Brunswick Corporation (“Brunswick”). Sales of new Brunswick boats accounted for approximately 36% of our revenue in fiscal 2019. Sales of new Sea Ray and Boston Whaler boats, both divisions of Brunswick, accounted for approximately 15% and 19%, respectively, of our revenue in fiscal 2019. Brunswick is a world leading manufacturer of marine products and marine engines.

In June 2018, Brunswick announced it was discontinuing Sea Ray sport yacht and yacht models. Sea Ray sport yacht and yacht models represented approximately 10% of revenue during fiscal year 2018. Our brand and product diversification actions allowed us to replace the Sea Ray sport yacht and yacht revenue.

We have dealership agreements with Sea Ray, Boston Whaler, Harris, and Mercury Marine, all subsidiaries or divisions of Brunswick. We also have dealer agreements with Italy-based Azimut-Benetti Group’s product line for Azimut and Benetti yachts and mega yachts. These agreements allow us to purchase, stock, sell, and service these manufacturers’ boats and products. These agreements also allow us to use these manufacturers’ names, trade symbols, and intellectual properties in our operations.

We have multi-year dealer agreements with Brunswick covering Sea Ray products that appoint us as the exclusive dealer of Sea Ray boats in our geographic markets. We are the exclusive dealer for Boston Whaler through multi-year dealer agreements for many of our geographic markets. In addition, we are the exclusive dealer for Azimut Yachts for the entire United States through a multi-year dealer agreement. Sales of new Azimut boats accounted for approximately 9% of our revenue in fiscal 2019. We believe non-Brunswick brands offer a migration for our existing customer base or fill a void in our product offerings, and accordingly, do not compete with the business generated from our other prominent brands.

As is typical in the industry, we deal with most of our manufacturers, other than Sea Ray, Boston Whaler, and Azimut Yachts, under renewable annual dealer agreements, each of which gives us the right to sell various makes and models of boats within a given geographic region. Any change or termination of these agreements, or the agreements discussed above, for any reason, or changes in competitive, regulatory, or marketing practices, including rebate or incentive programs, could adversely affect our results of operations. Although there are a limited number of manufacturers of the type of boats and products that we sell, we believe that adequate alternative sources would be available to replace any manufacturer other than Sea Ray, Boston Whaler, and Azimut as a product source. These alternative sources may not be available at the time of any interruption, and alternative products may not be available at comparable terms, which could affect operating results adversely.

General economic conditions and consumer spending patterns can negatively impact our operating results. Unfavorable local, regional, national, or global economic developments or uncertainties regarding future economic prospects could reduce consumer spending in the markets we serve and adversely affect our business. Economic conditions in areas in which we operate dealerships, particularly Florida, in which we generated approximately 51% and 54% of our revenue during fiscal 2018 and 2019, respectively, can have a major impact on our operations. Local influences, such as corporate downsizing, military base closings, inclement weather such as Hurricane Sandy in 2012 or Hurricanes Harvey and Irma in 2017, environmental conditions, and specific events, such as the BP oil spill in the Gulf of Mexico in 2010, also could adversely affect, and in certain instances have adversely affected, our operations in certain markets.

In an economic downturn, consumer discretionary spending levels generally decline, at times resulting in disproportionately large reductions in the sale of luxury goods. Consumer spending on luxury goods also may decline as a result of lower consumer confidence levels, even if prevailing economic conditions are favorable. As a result, an economic downturn could impact us more than certain of our competitors due to our strategic focus on a higher end of our market. Although we have expanded our operations during periods of stagnant or modestly declining industry trends, the cyclical nature of the recreational boating industry or the lack of industry growth may adversely affect our business, financial condition, and results of operations. Any period of adverse economic conditions or low consumer confidence is likely to have a negative effect on our business.

Historically, in periods of lower consumer spending and depressed economic conditions, we have, among other things, substantially reduced our acquisition program, delayed new store openings, reduced our inventory purchases, engaged in inventory reduction efforts, closed a number of our retail locations, reduced our headcount, and amended and replaced our credit facility. Acquisitions remain an important strategy for us, and, subject to a number of conditions, including macro-economic conditions and finding attractive acquisition targets, we plan to accelerate our growth through this strategy.

2.	BASIS OF PRESENTATION:

These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information, the instructions to Quarterly Report on Form 10-Q, and Rule 10-01 of Regulation S-X and should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended September 30, 2019. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. All adjustments, consisting of only normal recurring adjustments considered necessary for fair presentation, have been reflected in these unaudited condensed consolidated financial statements. As of December 31, 2019, our financial instruments consisted of cash and cash equivalents, accounts receivable, accounts payable, customer deposits, and short-term borrowings. The carrying amounts of our financial instruments reported on the balance sheet as of December 31, 2019, approximated fair value due either to length to maturity or existence of variable interest rates, which approximate prevailing market rates. The operating results for the three months ended December 31, 2019, are not necessarily indicative of the results that may be expected in future periods.

The preparation of unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates made by us in the accompanying unaudited condensed consolidated financial statements include valuation allowances, valuation of goodwill and intangible assets, valuation of long-lived assets, and valuation of accruals. Actual results could differ from those estimates.

Unless the context otherwise requires, all references to “MarineMax” mean MarineMax, Inc. prior to its acquisition of five previously independent recreational boat dealers in March 1998 (including their related real estate companies) and all references to the “Company,” “our company,” “we,” “us,” and “our” mean, as a combined company, MarineMax, Inc. and the 29 recreational boat dealers, three boat brokerage operations, and two full-service yacht repair operations acquired as of December 31, 2019 (the “acquired dealers,” and together with the brokerage and repair operations, “operating subsidiaries” or the “acquired companies”).

In order to provide comparability between periods presented, certain amounts have been reclassified from the previously reported unaudited condensed consolidated financial statements to conform to the unaudited condensed consolidated financial statement presentation for the current period. The unaudited condensed consolidated financial statements include our accounts and the accounts of our subsidiaries, all of which are wholly owned. All significant intercompany transactions and accounts have been eliminated.

3.	NEW ACCOUNTING PRONOUNCEMENTS:

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). This update requires organizations to recognize lease assets and lease liabilities on the balance sheet and also disclose key information about leasing arrangements. ASU 2016-02 was effective for annual reporting periods beginning on or after December 15, 2018, and interim periods within those annual periods. Earlier application was permitted for all entities as of the beginning of an interim or annual period. Subsequent amendments to the standard provide an additional and optional transition method that allow entities to initially apply the new standard at the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. An entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP (ASC Topic 840) if the optional transition method is elected.

We adopted ASU 2016-02 effective October 1, 2019 the first day of fiscal 2020. We elected certain practical expedients available under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification of our existing leases. Consequently, on adoption, we recognized additional operating lease liabilities of $44.0 million and right-of-use (“ROU”) assets of $42.1 million. The new standard also provides practical expedients for an entity’s ongoing accounting. We elected the short-term lease recognition exemption for all leases that qualify. As a result, for those leases that qualify, we will not recognize ROU assets or lease liabilities, and we did not recognize ROU assets or lease liabilities for existing short-term leases of those assets in transition. We also elected the practical expedient to not separate lease and non-lease components. We recognized a net after-tax cumulative effect adjustment to retained earnings of $0.6 million as of the date of adoption. See Note 5 for additional information on our leases.

In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, which aligns the accounting for implementation costs incurred in a cloud computing arrangement that is a service contract with the guidance on capitalizing costs associated with developing or obtaining internal-use software. The guidance amends Accounting Standards Codification (ASC) 350 to include in its scope implementation costs of a cloud computing arrangement that is a service contract and clarifies that a customer should apply ASC 350 to determine which implementation costs should be capitalized in such a cloud computing arrangement. This guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019. We are currently evaluating the impact that this standard will have on our consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses. ASU 2016-13 requires entities to report “expected” credit losses on financial instruments and other commitments to extend credit rather than the current “incurred loss” model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU will also require enhanced disclosures relating to significant estimates and judgments used in estimating credit losses, as well as the credit quality. This guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019. We are currently evaluating the impact that this standard will have on our consolidated financial statements.

4.	REVENUE RECOGNITION:

The majority of our revenue is from contracts with customers for the sale of boats, motors, and trailers. We recognize revenue from boat, motor, and trailer sales upon transfer of control of the boat, motor, or trailer to the customer, which is generally upon acceptance 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 of the boat, motor, or trailer at such time. We recognize commissions earned from a brokerage sale when the related brokerage transaction closes upon transfer of control of the boat, motor, or trailer to the customer, which is generally upon acceptance or delivery to the customer.

We do not directly finance our customers’ boat, motor, or trailer purchases. In many cases, we assist with third-party financing for boat, motor, and trailer sales. We recognize commissions earned by us for placing notes with financial institutions in connection with customer boat financing when we recognize the related boat sales. Pursuant to negotiated agreements with financial institutions, we are charged back for a portion of these fees should the customer terminate or default on the related finance contract before it is outstanding for a stipulated minimum period of time. We base the chargeback allowance, which was not material to the unaudited condensed consolidated financial statements taken as a whole as of December 31, 2019, on our experience with repayments or defaults on the related finance contracts. We recognize variable consideration from commissions earned on extended warranty service contracts sold on behalf of third-party insurance companies at generally the later of customer acceptance of the service contract terms as evidenced by contract execution or recognition of the related boat sale. We also recognize variable consideration from marketing fees earned on insurance products sold by third-party insurance companies at the later of customer acceptance of the insurance product as evidenced by contract execution or when the related boat sale is recognized.

We recognize revenue from parts and service operations (boat maintenance and repairs) over time as services are performed. Each boat maintenance and repair service is a single performance obligation that includes both the parts and labor associated with the service. Payment for boat maintenance and repairs is typically due upon the completion of the service, which is generally completed within a short period of time from contract inception. We satisfy our performance obligations, transfer control, and recognize revenue over time for parts and service operations because we are creating a contract asset with no alternative use and we have an enforceable right to payment for performance completed to date. Contract assets primarily relate to our right to consideration for work in process not yet billed at the reporting date associated with maintenance and repair services. We use an input method to recognize revenue and measure progress based on labor hours expended to satisfy the performance obligation at average labor rates. We have determined labor hours expended to be the relevant measure of work performed to complete the maintenance and repair service for the customer. As a practical expedient, since repair and maintenance service contracts have an original duration of one year or less, we do not consider the time value of money, and we do not disclose estimated revenue expected to be recognized in the future for performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period or when we expect to recognize such revenue. Contract assets, recorded in Prepaid expenses and other current assets, totaled approximately $4.0 million and $3.6 million as of December 31, 2018 and December 31, 2019, respectively.

We recognize deferred revenue from service operations and slip and storage services over time on a straight-line basis over the term of the contract as our performance obligations are met. We recognize income from the rentals of chartering power yachts over time on a straight-line basis over the term of the contract as our performance obligations are met.

The following table sets forth percentages on the timing of revenue recognition for the three months ended December 31, 2018 and 2019.

	Three Months Ended
	December 31,
	2018			2019
Goods and services transferred at a point in time		88.3	%		90.8	%
Goods and services transferred over time		11.7	%		9.2	%
Total Revenue		100.0	%		100.0	%
5.	LEASES:
---	---

The majority of leases that we enter into are real estate leases. We lease numerous facilities relating to our operations, including showrooms, display lots, service facilities, slips, offices, equipment and our corporate headquarters. Leases for real property have terms, including renewal options, ranging from one to in excess of twenty-five years. In addition, we lease certain charter boats for our yacht charter business. As of December 31, 2019, the weighted-average remaining lease term for our leases was approximately 10 years. All of our leases are classified as operating leases, which are included as ROU assets and operating lease liabilities in our unaudited condensed consolidated balance sheet. For the three months ended December 31, 2019, operating lease expenses recorded in selling, general, and administrative expenses was approximately $3.3 million. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We do not have any significant leases that have not yet commenced but that create significant rights and obligations for us. We have elected the practical expedient under ASC 842 to not separate lease and nonlease components.

Our real estate and equipment leases often require that we pay maintenance in addition to rent. Additionally, our real estate leases generally require payment of real estate taxes and insurance. Maintenance, real estate taxes, and insurance payments are generally variable and based on actual costs incurred by the lessor. Therefore, these amounts are not included in the consideration of the contract when determining the ROU asset and lease liability, but are reflected as variable lease expenses.

A majority of our lease agreements include fixed rental payments. Certain of our lease agreements include fixed rental payments that are adjusted periodically for changes in the Consumer Price Index. Payments based on a change in an index or a rate are estimated for future periods, including renewal options expected to be exercised, at the beginning of the lease in the determination of lease payments for purposes of measuring the related lease liability. Most of our real estate leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more. The exercise of lease renewal options is at our sole discretion. If it is reasonably certain that we will exercise such options, the periods covered by such options are included in the lease term and are recognized as part of our ROU assets and lease liabilities. The depreciable life of assets and leasehold improvements are limited by the expected lease term which includes renewal options expected to be exercised.

For our incremental borrowing rate, we generally use a portfolio approach to determine the discount rate for leases with similar characteristics. We determine discount rates based upon our hypothetical credit rating, taking into consideration our short-term

borrowing rates, and then adjusting as necessary for the appropriate lease term. As of December 31, 2019, the weighted-average discount rate used was approximately 7.2%.

As of December 31, 2019, maturities of lease liabilities are summarized as follows:

	(Amounts in thousands)
2020	$	9,619
2021		8,436
2022		6,965
2023		6,161
2024		4,562
Thereafter		28,320
Total lease payments		64,063
Less: interest		(20,840	)
Present value of lease liabilities	$	43,223

As previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019, and under the previous lease accounting prior to the adoption of ASC 842, future minimum annual rental commitments for operating leases as of September 30, 2019 were as follows:

	(Amounts in thousands)
2020		9,480
2021		8,148
2022		6,906
2023		6,329
2024		5,003
Thereafter		29,111
Total	$	64,977

Supplemental cash flow information related to leases was as follows (amounts in thousands):

	Three Months Ended
	December 31,
	2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	2,588
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	560
6.	INVENTORIES:
---	---

7.	IMPAIRMENT OF LONG-LIVED ASSETS:

may not be recoverable. Recoverability of the asset is measured by comparison of its carrying amount to undiscounted future net cash flows the asset is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair market value. Estimates of expected future cash flows represent our best estimate based on currently available information and reasonable and supportable assumptions. Any impairment recognized in accordance with ASC 360-10-40 is permanent and may not be restored. The analysis is performed at a regional level for indicators of permanent impairment given the geographical interdependencies among our locations. ROU assets are also reviewed for impairment. Based upon our most recent analysis, we believe no impairment of long-lived assets or ROU assets existed as of December 31, 2019.

8.	GOODWILL:

We account for goodwill in accordance with FASB Accounting Standards Codification 350, “Intangibles - Goodwill and Other” (“ASC 350”), which provides that the excess of cost over net assets of businesses acquired is recorded as goodwill. In July 2019, we purchased Fraser Yachts Group, a leading superyacht brokerage and the largest luxury yacht services company in the world. In April 2019, we purchased Sail & Ski Center, a privately owned boat dealer located in Texas. In total, current and previous acquisitions have resulted in the recording of $64.5 million in goodwill and other intangible assets as of December 31, 2019. In accordance with ASC 350, we review goodwill for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Our annual impairment test is performed during the fourth fiscal quarter. If the carrying amount of goodwill exceeds its fair value we would recognize an impairment loss in accordance with ASC 350. As of December 31, 2019, and based upon our most recent analysis, we determined through our qualitative assessment that it is not “more likely than not” that the fair values of our reporting units are less than their carrying values. As a result, we were not required to perform a quantitative goodwill impairment test.

9.	INCOME TAXES:

We account for income taxes in accordance with FASB Accounting Standards Codification 740, “Income Taxes” (“ASC 740”). Under ASC 740, we recognize deferred tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which we expect those temporary differences to be recovered or settled. We record valuation allowances to reduce our deferred tax assets to the amount expected to be realized by considering all available positive and negative evidence. As of September 30, 2019 and December 31, 2019, we had a valuation allowance on our deferred tax assets of $164,000.

During the three months ended December 31, 2018 and 2019 we recognized an income tax provision of $1.6 million and $3.2 million, respectively. The effective income tax rate for the three months ended December 31, 2018 and 2019 was 24.1% and 26.3%, respectively.

10.	SHORT-TERM BORROWINGS:

In November 2019, we amended and restated our Inventory Financing Agreement (the “Amended Credit Facility”), originally entered into in June 2010, as subsequently amended, with Wells Fargo Commercial Distribution Finance LLC (formerly GE Commercial Distribution Finance Corporation). The November 2019 amendment and restatement extended the maturity date of the Credit Facility to October 2022, and the Amended Credit Facility includes two additional one-year extension periods, with lender approval. The November 2019 amendment and restatement, among other things, modified the amount of borrowing availability and maturity date of the Credit Facility. The Amended Credit Facility provides a floor plan financing commitment of up to $440.0 million, an increase from the previous limit of $400.0 million, subject to borrowing base availability resulting from the amount and aging of our inventory.

The Amended Credit Facility has certain financial covenants as specified in the agreement. The covenants include provisions that our leverage ratio must not exceed 2.75 to 1.0 and that our current ratio must be greater than 1.2 to 1.0. The interest rate for amounts outstanding under the Amended Credit Facility is 345 basis points above the one-month London Inter-Bank Offering Rate (“LIBOR”). There is an unused line fee of ten basis points on the unused portion of the Amended Credit Facility.

Advances under the Amended Credit Facility are initiated by the acquisition of eligible new and used inventory or are re-advances against eligible new and used inventory that have been partially paid-off. Advances on new inventory will generally mature 1,080 days from the original invoice date. Advances on used inventory will mature 361 days from the date we acquire the used inventory. Each advance is subject to a curtailment schedule, which requires that we pay down the balance of each advance on a periodic basis starting after six months. The curtailment schedule varies based on the type and value of the inventory. The collateral

for the Amended Credit Facility is all of our personal property with certain limited exceptions. None of our real estate has been pledged for collateral for the Amended Credit Facility.

As of December 31, 2019, our indebtedness associated with financing our inventory and working capital needs totaled approximately $334.1 million. As of December 31, 2018 and 2019, the interest rate on the outstanding short-term borrowings was approximately 5.5% and 5.6%, respectively. As of December 31, 2019, our additional available borrowings under our Amended Credit Facility were approximately $37.8 million based upon the outstanding borrowing base availability.

As is common in our industry, we receive interest assistance directly from boat manufacturers, including Brunswick. The interest assistance programs vary by manufacturer, but generally include periods of free financing or reduced interest rate programs. The interest assistance may be paid directly to us or our lender depending on the arrangements the manufacturer has established. We classify interest assistance received from manufacturers as a reduction of inventory cost and related cost of sales as opposed to netting the assistance against our interest expense incurred with our lenders.

The availability and costs of borrowed funds can adversely affect our ability to obtain adequate boat inventory and the holding costs of that inventory as well as the ability and willingness of our customers to finance boat purchases. As of December 31, 2019, we had no long-term debt. However, we rely on our Amended Credit Facility to purchase our inventory of boats. The aging of our inventory limits our borrowing capacity as defined curtailments reduce the allowable advance rate as our inventory ages. Our access to funds under our Amended Credit Facility also depends upon the ability of our lenders to meet their funding commitments, particularly if they experience shortages of capital or experience excessive volumes of borrowing requests from others during a short period of time. Unfavorable economic conditions, weak consumer spending, turmoil in the credit markets, and lender difficulties, among other potential reasons, could interfere with our ability to utilize our Amended Credit Facility to fund our operations. Any inability to utilize our Amended Credit Facility could require us to seek other sources of funding to repay amounts outstanding under the credit agreements or replace or supplement our credit agreements, which may not be possible at all or under commercially reasonable terms.

Similarly, decreases in the availability of credit and increases in the cost of credit adversely affect the ability of our customers to purchase boats from us and thereby adversely affect our ability to sell our products and impact the profitability of our finance and insurance activities.

11.	STOCK-BASED COMPENSATION:

During the three months ended December 31, 2018 and 2019, we recognized stock-based compensation expense of approximately $1.4 million and $1.5 million, respectively in selling, general, and administrative expenses in the unaudited condensed consolidated statements of operations.

Cash received from option exercises under all share-based compensation arrangements and the employee stock purchase plan for the three months ended December 31, 2018 and 2019, was approximately $1.8 million and $0.6 million, respectively. We currently expect to satisfy share-based awards with registered shares available to be issued from the Stock Purchase Plan.

12.	THE INCENTIVE STOCK PLANS:

During February 2017, our shareholders approved a proposal to amend the 2011 Stock-Based Compensation Plan (“2011 Plan”) to increase the 2,200,456 share threshold by 1,000,000 shares to 3,200,456 shares. During January 2011, our shareholders approved a proposal to authorize our 2011 Plan, which replaced our 2007 Incentive Compensation Plan (“2007 Plan”). Our 2011 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, stock units, bonus stock, dividend equivalents, other stock related awards, and performance awards (collectively “awards”), that may be settled in cash, stock, or other property. Our 2011 Plan is designed to attract, motivate, retain, and reward our executives, employees, officers, directors, and independent contractors by providing such persons with annual and long-term performance incentives to expend their maximum efforts in the creation of shareholder value. Subsequent to the February 2017 amendment described above, the total number of shares of our common stock that may be subject to awards under the 2011 Plan is equal to 3,000,000 shares, plus: (i) any shares available for issuance and not

subject to an award under the 2007 Plan, which was 200,456 shares at the time of approval of the 2011 Plan; (ii) the number of shares with respect to which awards granted under the 2011 Plan and the 2007 Plan terminate without the issuance of the shares or where the shares are forfeited or repurchased; (iii) with respect to awards granted under the 2011 Plan and the 2007 Plan, the number of shares that are not issued as a result of the award being settled for cash or otherwise not issued in connection with the exercise or payment of the award; and (iv) the number of shares that are surrendered or withheld in payment of the exercise price of any award or any tax withholding requirements in connection with any award granted under the 2011 Plan or the 2007 Plan. The 2011 Plan terminates in January 2021, and awards may be granted at any time during the life of the 2011 Plan. The dates on which awards vest are determined by the Board of Directors or the Plan Administrator. The Board of Directors has appointed the Compensation Committee as the Plan Administrator. The exercise prices of options are determined by the Board of Directors or the Plan Administrator and are at least equal to the fair market value of shares of common stock on the date of grant. The term of options under the 2011 Plan may not exceed ten years. The options granted have varying vesting periods. To date, we have not settled or been under any obligation to settle any awards in cash.

The following table summarizes activity from our incentive stock plans from September 30, 2019 through December 31, 2019:

					Aggregate<br><br><br>Intrinsic Value<br><br><br>(in thousands)		Weighted<br><br><br>Average<br><br><br>Exercise<br><br><br>Price
Balance as of September 30, 2019	715,590		484,031		$	1,569	$	12.42	3.7
Options granted	-		-			-		-
Options cancelled/forfeited/expired	-		-			-		-
Options exercised	-		(28,667	)		-		11.42
Restricted stock awards issued	(417,021	)	-			-		-
Restricted stock awards forfeited	2,450		-			-		-
Additional shares of stock issued	(2,946	)	-			-		-
Balance as of December 31, 2020	298,073		455,364		$	1,932	$	12.49	3.5
Exercisable as of December 31, 2019			449,697		$	1,928	$	12.43	3.5

No options were granted for the three months ended December 31, 2018 and 2019. The total intrinsic value of options exercised during the three months ended December 31, 2018 and 2019, was $1.3 million and $0.1 million, respectively.

We used the Black-Scholes model to estimate the fair value of options granted. The expected term of options granted is estimated based on historical experience. Volatility is based on the historical volatility of our common stock. The risk-free rate for periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of grant.

13.	EMPLOYEE STOCK PURCHASE PLAN:

During February 2019, our shareholders approved a proposal to amend our 2008 Employee Stock Purchase Plan (“Stock Purchase Plan”) to increase the number of shares available under that plan by 500,000 shares. The Stock Purchase Plan as amended provides for up to 1,500,000 shares of common stock to be available for purchase by our regular employees who have completed at least one year of continuous service. In addition, there were 52,837 shares of common stock available under our 1998 Employee Stock Purchase Plan, which have been made available for issuance under our Stock Purchase Plan. The Stock Purchase Plan provides for implementation of annual offerings beginning on the first day of October in each of the years 2008 through 2027, with each offering terminating on September 30 of the following year. Each annual offering may be divided into two six-month offerings. For each offering, the purchase price per share will be the lower of: (i) 85% of the closing price of the common stock on the first day of the offering or (ii) 85% of the closing price of the common stock on the last day of the offering. The purchase price is paid through periodic payroll deductions not to exceed 10% of the participant’s earnings during each offering period. However, no participant may purchase more than $25,000 worth of common stock annually.

We used the Black-Scholes model to estimate the fair value of options granted to purchase shares issued pursuant to the Stock Purchase Plan. Volatility is based on the historical volatility of our common stock. The risk-free rate for periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of grant.

The following are the weighted average assumptions used for each respective period:

	Three Months Ended
	December 31,
	2018	2019
Dividend yield	0.0%	0.0%
Risk-free interest rate	2.4%	1.8%
Volatility	52.2%	52.4%
Expected life	Six months	Six months

As of December 31, 2019, we had issued 961,174 shares of common stock under our Stock Purchase Plan.

14.	RESTRICTED STOCK AWARDS:

We have granted non-vested (restricted) stock awards (“restricted stock”) and restricted stock units (“RSUs”) to employees and officers pursuant to the 2011 Plan and the 2007 Plan. The restricted stock awards and RSUs have varying vesting periods, but generally become fully vested between two and four years after the grant date, depending on the specific award, performance targets met for performance based awards granted to officers, and vesting period for time based awards. Officer performance based awards are granted at the target amount of shares that may be earned and the actual amount of the award earned generally could range from 0% to 175% of the target number of shares based on the actual specified performance target met. We accounted for the restricted stock awards granted using the measurement and recognition provisions of ASC 718. Accordingly, the fair value of the restricted stock awards, including performance based awards, is measured on the grant date and recognized in earnings over the requisite service period for each separately vesting portion of the award.

The following table summarizes restricted stock award activity from September 30, 2019 through December 31, 2019:

			Weighted<br><br><br>Average Grant<br><br><br>Date Fair Value
Non-vested balance as of September 30, 2019	779,627		$	18.71
Changes during the period
Awards granted	417,021		$	16.53
Awards vested	(152,625	)	$	16.35
Awards forfeited	(2,450	)	$	19.96
Non-vested balance as of December 31, 2019	1,041,573

As of December 31, 2019, we had approximately $12.0 million of total unrecognized compensation cost, assuming applicable performance conditions are met, related to non-vested restricted stock awards. We expect to recognize that cost over a weighted average period of 2.5 years.

15.	NET INCOME PER SHARE:

The following table presents shares used in the calculation of basic and diluted net income per share:

	Three Months Ended
	December 31,
	2018		2019
Weighted average common shares outstanding used in<br><br><br>calculating basic income per share		22,779,567		21,453,914
Effect of dilutive options and non-vested restricted stock<br><br><br>awards		621,118		436,151
Weighted average common and common equivalent shares<br><br><br>used in calculating diluted income per share		23,400,685		21,890,065

For the three months ended December 31, 2018, there were no weighted average shares related to options outstanding and non-vested restricted stock awards, respectively, that were not included in the computation of diluted income per share because the options’ exercise prices or assumed proceeds per share were greater than the average market price of our common stock, and

therefore, would have an anti-dilutive effect. For the three months ended December 31, 2019, there were 32,366 shares related to options outstanding and non-vested restricted stock awards, respectively, that were not included in the computation of diluted income per share because the options’ exercise prices or assumed proceeds per share were greater than the average market price of our common stock, and therefore, would have an anti-dilutive effect.

16.	COMMITMENTS AND CONTINGENCIES:

We are party to various legal actions arising in the ordinary course of business. While it is not feasible to determine the actual outcome of these actions as of December 31, 2019, we believe that these matters should not have a material adverse effect on our unaudited condensed consolidated financial condition, results of operations, or cash flows.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding our “expectations,” “anticipations,” “intentions,” “plans,” “beliefs,” or “strategies” regarding the future. These forward-looking statements include statements relating to market risks such as interest rate risk and foreign currency exchange rate risk; economic and industry conditions and corresponding effects on consumer behavior and operating results; environmental conditions; inclement weather; certain specific and isolated events; our future estimates, assumptions and judgments, including statements regarding whether such estimates, assumptions and judgments would have a material adverse effect on our operating results; the impact of changes in accounting policy and standards; our plans to accelerate our growth through acquisitions and new store openings; our belief that our existing capital resources will be sufficient to finance our operations for at least the next 12 months, except for possible significant acquisitions; and the seasonality and cyclicality of our business and the effect of such seasonality and cyclicality on our business, financial results and inventory levels. Actual results could differ materially from those currently anticipated as a result of a number of factors, including those set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019.

General

We are the largest recreational boat and yacht retailer in the United States with fiscal 2019 revenue above $1.2 billion. Through our current 59 retail locations in 16 states (as of the filing of this Quarterly Report on 10-Q), we sell new and used recreational boats and related marine products, including engines, trailers, parts, and accessories. We also arrange related boat financing, insurance, and extended service contracts; provide boat repair and maintenance services; offer yacht and boat brokerage sales; and, where available, offer slip and storage accommodations, as well as the charter of power yachts in the British Virgin Islands. We also own Fraser Yachts Group, a leading superyacht brokerage and luxury yacht services company with operations in multiple countries.

MarineMax was incorporated in January 1998 (and reincorporated in Florida in March 2015). We commenced operations with the acquisition of five independent recreational boat dealers on March 1, 1998. Since the initial acquisitions in March 1998, we have, as of the filing of this Quarterly Report on 10-Q, acquired 29 recreational boat dealers, three boat brokerage operations, and two full-service yacht repair facilities. As a part of our acquisition strategy, we frequently engage in discussions with various recreational boat dealers regarding their potential acquisition by us. Potential acquisition discussions frequently take place over a long period of time and involve difficult business integration and other issues, including, in some cases, management succession and related matters. As a result of these and other factors, a number of potential acquisitions that from time to time appear likely to occur do not result in binding legal agreements and are not consummated. We completed three acquisitions in the fiscal year ended September 30, 2018, two acquisitions in the fiscal year ended September 30, 2019, and no acquisitions to date in fiscal 2020.

General economic conditions and consumer spending patterns can negatively impact our operating results. Unfavorable local, regional, national or global economic developments or uncertainties regarding future economic prospects could reduce consumer spending in the markets we serve and adversely affect our business. Economic conditions in areas in which we operate dealerships, particularly Florida in which we generated approximately 51% and 54% of our revenue during fiscal 2018 and 2019, respectively, can have a major impact on our operations. Local influences, such as corporate downsizing, military base closings, and inclement weather such as hurricanes and other storms, environmental conditions, and specific events, such as the BP oil spill in the Gulf of Mexico in 2010, also could adversely affect, and in certain instances have adversely affected, our operations in certain markets.

Although past economic conditions have adversely affected our operating results, we believe we have capitalized on our core strengths to substantially outperform the industry, resulting in market share gains. Our ability to capture such market share supports the alignment of our retailing strategies with the desires of consumers. We believe the steps we have taken to address weak market conditions in the past have yielded, and will yield in the future, an increase in revenue. Acquisitions remain an important strategy for us, and, subject to a number of conditions, including macro-economic conditions and finding attractive acquisition targets, we plan to continue our growth through this strategy. We expect our core strengths and retailing strategies will position us to capitalize on growth opportunities as they occur and will allow us to emerge with greater earnings potential.

Application of Critical Accounting Policies

We have identified the policies below as critical to our business operations and the understanding of our results of operations. The impact and risks related to these policies on our business operations are discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported and expected financial results.

In the ordinary course of business, we make a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States. We base our estimates on historical experiences and on various other assumptions (including future earnings) that we believe are reasonable under the circumstances. The results of these assumptions form the basis for making judgments about the carrying values of assets and liabilities, including contingent assets and liabilities such as contingent consideration liabilities from acquisitions, which are not readily apparent from other sources. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require our most difficult, subjective, and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Revenue Recognition

Vendor Consideration Received

We account for consideration received from our vendors in accordance with ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”. ASC 606 requires us to classify interest assistance received from manufacturers as a reduction of inventory cost and related cost of sales as opposed to netting the assistance against our interest expense incurred with our lenders. Pursuant to ASC 606, amounts received by us under our co-op assistance programs from our manufacturers are netted against related advertising expenses. Our consideration received from our vendors contains uncertainties because the calculation requires management to make assumptions and to apply judgment regarding a number of factors, including our ability to collect amounts due from vendors and the ability to meet certain criteria stipulated by our vendors. We do not believe there is a reasonable likelihood that there will be a change in the future estimates or assumptions we use to calculate our vendor considerations which would result in a material effect on our operating results.

Inventories

Inventory costs consist of the amount paid to acquire inventory, net of vendor consideration and purchase discounts, the cost of equipment added, reconditioning costs, and transportation costs relating to acquiring inventory for sale. We state new and used boat, motor, and trailer inventories at the lower of cost, determined on a specific-identification basis, or net realizable value. We state parts and accessories at the lower of cost, determined on an average cost basis, or net realizable value. We utilize our historical experience, the aging of the inventories, and our consideration of current market trends as the basis for determining our lower of cost or net realizable value. Our valuation allowance contains uncertainties because the calculation requires management to make assumptions and to apply judgment regarding the amount at which the inventory will ultimately be sold which considers forecasted market trends, model changes, and new product introductions. We do not believe there is a reasonable likelihood that there will be a change in the future estimates or assumptions we use to calculate our valuation allowance which would result in a material effect on our operating results. As of September 30, 2019 and December 31, 2019, our valuation allowance for new and used boat, motor, and trailer inventories was $2.2 million and $2.8 million, respectively. If events occur and market conditions change, causing the fair value to fall below carrying value, the valuation allowance could increase.

Goodwill

Impairment of Long-Lived Assets

FASB Accounting Standards Codification 360-10-40, “Property, Plant, and Equipment - Impairment or Disposal of Long-Lived Assets” (“ASC 360-10-40”), requires that long-lived assets, such as property and equipment and purchased intangibles subject to amortization, be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the asset is measured by comparison of its carrying amount to undiscounted future net cash flows the asset is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair market value. Estimates of expected future cash flows represent our best estimate based on currently available information and reasonable and supportable assumptions. Our impairment loss calculations contain uncertainties because they require us to make assumptions and to apply judgment in order to estimate expected future cash flows. Any impairment recognized in accordance with ASC 360-10-40 is permanent and may not be restored. The analysis is performed at a regional level for indicators of permanent impairment given the geographical interdependencies among our locations. Based upon our most recent analysis, we believe no impairment of long-lived assets existed as of December 31, 2019. We do not believe there is a reasonable likelihood that there will be a change in the future estimates or assumptions used to test for recoverability which would result in a material effect on our operating results.

Stock-Based Compensation

We account for our stock-based compensation plans following the provisions of FASB Accounting Standards Codification 718, “Compensation — Stock Compensation” (“ASC 718”). In accordance with ASC 718, we use the Black-Scholes valuation model for valuing all stock-based compensation and shares purchased under our Employee Stock Purchase Plan. We measure compensation for restricted stock awards and restricted stock units at fair value on the grant date based on the number of shares expected to vest and the quoted market price of our common stock. We recognize compensation cost for all awards in operations on a straight-line basis over the requisite service period for each separately vesting portion of the award. Our valuation models and generally accepted valuation techniques require us to make assumptions and to apply judgment to determine the fair value of our awards. These assumptions and judgments include estimating the volatility of our stock price, expected dividend yield, employee turnover rates and employee stock option exercise behaviors. We do not believe there is a reasonable likelihood that there will be a change in the future estimates or assumptions we use to calculate our stock-based compensation which would result in a material effect on our operating results.

Income Taxes

Pursuant to ASC 740, we must consider all positive and negative evidence regarding the realization of deferred tax assets. ASC 740 provides for four possible sources of taxable income to realize deferred tax assets: 1) taxable income in prior carryback years, 2) reversals of existing deferred tax liabilities, 3) tax planning strategies and 4) projected future taxable income. As of December 31, 2019, we have no available taxable income in prior carryback years, limited reversals of existing deferred tax liabilities or prudent and feasible tax planning strategies. Therefore, the recoverability of our deferred tax assets is dependent upon generating future taxable income.

The determination of releasing valuation allowances against deferred tax assets is made, in part, pursuant to our assessment as to whether it is more likely than not that we will generate sufficient future taxable income against which benefits of the deferred tax assets may or may not be realized. Significant judgment is required in making estimates regarding our ability to generate income in future periods.

The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. Under ASC 740, the impact of uncertain tax positions taken or expected to be taken on an income tax return must be recognized in the financial statements at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized in the financial statements unless it is more likely than not of being sustained. As such, we are required to make subjective assumptions and judgments regarding our effective tax rate and our income tax exposure. Our effective income tax rate is affected by changes in tax law in the jurisdictions in which we currently operate, tax jurisdictions of new retail locations, our earnings, and the results of tax audits. We believe that the judgments and estimates discussed herein are reasonable.

Recent Accounting Pronouncements

See Note 3 of the Notes to Unaudited Condensed Consolidated Financial Statements.

Consolidated Results of Operations

The following discussion compares the three months ended December 31, 2019, with the three months ended December 31, 2018 and should be read in conjunction with the unaudited condensed consolidated financial statements, including the related notes thereto, appearing elsewhere in this report.

Three Months Ended December 31, 2019 Compared with Three Months Ended December 31, 2018

Revenue. Revenue increased $62.3 million, or 25.7%, to $304.2 million for the three months ended December 31, 2019, from $241.9 million for the three months ended December 31, 2018. Of this increase, $56.9 million was attributable to a 24.3% increase in comparable-store sales and a $5.3 million increase was attributable to stores opened or acquired that were not eligible for inclusion in the comparable-store base. The increase in our comparable-store sales was primarily due to increases in new and used boat revenue and our higher margin finance and insurance products, brokerage, and storage services.

Gross Profit. Gross profit increased $16.5 million, or 26.0%, to $80.0 million for the three months ended December 31, 2019, from $63.5 million for the three months ended December 31, 2018. Gross profit as a percentage of revenue increased to 26.3% for the three months ended December 31, 2019 from 26.2% for the three months ended December 31, 2018. The increase in gross profit as a percentage of revenue was primarily the result of increases in our higher margin businesses, including the addition of Fraser Yachts Group, as a percentage of sales. The increase in gross profit dollars was primarily attributable to increased new and used boat sales.

Selling, General, and Administrative Expenses. Selling, general, and administrative expense increased $9.9 million, or 18.2%, to $64.4 million for the three months ended December 31, 2019, from $54.5 million for the three months ended December 31, 2018. Selling, general, and administrative expenses as a percentage of revenue decreased to 21.2% for the three months ended December 31, 2019 from 22.5% for the three months ended December 31, 2018. The decrease in selling, general, and administrative expenses as a percentage of revenue was driven by the increase in revenue and increased efficiencies and operating leverage in the business.

Interest Expense. Interest expense increased $0.8 million, or 32.9%, to $3.3 million for the three months ended December 31, 2019 from $2.5 million for the three months ended December 31, 2018. Interest expense as a percentage of revenue increased to 1.1% for the three months ended December 31, 2019 from 1.0% for the three months ended December 31, 2018. The increase in interest expense was primarily the result of increasing interest rates and increased borrowings.

Income Taxes. Income tax expense increased $1.6 million, or 100.0%, to $3.2 million for the three months ended December 31, 2019 from $1.6 million for the three months ended December 31, 2018. Our effective income tax rate increased to 26.3% for the three months ended December 31, 2019 from 24.1% for three months ended December 31, 2018. The increase in our effective income tax rate was mainly the result of increased tax expense from jurisdictions outside the United States as result of the acquisition of the Fraser Yachts Group in July 2019.

Liquidity and Capital Resources

Our cash needs are primarily for working capital to support operations, including new and used boat and related parts inventories, off-season liquidity, and growth through acquisitions and new store openings. Acquisitions and new store openings remain important strategies to our company, and we have recently completed certain acquisitions, and we plan to accelerate our growth through these strategies. However, we cannot predict when unfavorable economic or financial conditions will return or the duration of such conditions. We regularly monitor the aging of our inventories and current market trends to evaluate our current and future inventory needs. We also use this evaluation in conjunction with our review of our current and expected operating performance and expected business levels to determine the adequacy of our financing needs.

These cash needs have historically been financed with cash generated from operations and borrowings under the Amended Credit Facility. Our ability to utilize the Amended Credit Facility to fund operations depends upon the collateral levels and compliance with the covenants of the Amended Credit Facility. Any turmoil in the credit markets and weakness in the retail markets may interfere with our ability to remain in compliance with the covenants of the Amended Credit Facility and therefore our ability to utilize the Amended Credit Facility to fund operations. As of December 31, 2019, we were in compliance with all covenants under the Amended Credit Facility. We currently depend upon dividends and other payments from our dealerships and the Amended Credit Facility to fund our current operations and meet our cash needs. As 100% owner of each of our dealerships, we determine the amounts of such distributions subject to applicable law, and currently, no agreements exist that restrict this flow of funds from our dealerships.

For the three months ended December 31, 2019 and 2018, cash used in operating activities was approximately $19.3 million and $65.1 million, respectively. For the three months ended December 31, 2019, cash used in operating activities was primarily related to increases in inventory and prepaid expenses and other assets, decreases in accounts payable, accrued expenses, and customer deposits, partially offset by decreases in accounts receivable and our net income adjusted for non-cash expenses such as depreciation and amortization expense, deferred income tax provision, and stock-based compensation expense. For the three months ended December 31, 2018, cash used in operating activities was primarily related to an increase of inventory driven by timing of boats received, increases in prepaid expenses and other assets, decreases in accounts payable, seasonal declines in accrued expenses, partially offset by decreases in accounts receivable, increases in customer deposits, and our net income adjusted for non-cash expenses such as depreciation and amortization expense, deferred income tax provision, and stock-based compensation expense.

For the three months ended December 31, 2019 and 2018, cash used in investing activities was approximately $4.4 million and $3.0 million, respectively. For the three months ended December 31, 2019, cash used in investing activities was primarily used to purchase property and equipment associated with improving existing retail facilities. For the three months ended December 31, 2018, cash used in investing activities was primarily used to purchase property and equipment associated with improving existing retail facilities.

For the three months ended December 31, 2019 and 2018, cash provided by financing activities was $21.0 million and $57.8 million, respectively. For the three months ended December 31, 2019, cash provided by financing activities was primarily attributable to net short-term borrowings as a result of increased inventory levels and proceeds from the issuance of common stock from our stock based compensation plans, partially offset by payments on tax withholdings for equity awards. For the three months ended December 31, 2018, cash provided by financing activities was primarily attributable to net short-term borrowings as a result of increased inventory levels and proceeds from the issuance of common stock from our stock based compensation plans, partially offset by the repurchase of common stock under the share repurchase program.

In November 2019, we amended and restated our Inventory Financing Agreement (the “Amended Credit Facility”), originally entered into in June 2010, as subsequently amended, with Wells Fargo Commercial Distribution Finance LLC (formerly GE Commercial Distribution Finance Corporation). The November 2019 amendment and restatement extended the maturity date of the Credit Facility to October 2022, and the Amended Credit Facility includes two additional one-year extension periods, with lender approval. The November 2019 amendment and restatement, among other things, modified the amount of borrowing availability and maturity date of the Credit Facility. The Amended Credit Facility provides a floor plan financing commitment of up to $440.0 million, an increase from the previous limit of $400 million, subject to borrowing base availability resulting from the amount and aging of our inventory.

The Amended Credit Facility has certain financial covenants as specified in the agreement. The covenants include provisions that our leverage ratio must not exceed 2.75 to 1.0 and that our current ratio must be greater than 1.2 to 1.0. The interest rate for amounts outstanding under the Amended Credit Facility is 345 basis points above the one-month LIBOR. There is an unused line fee of ten basis points on the unused portion of the Amended Credit Facility.

Except as specified in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in the unaudited condensed consolidated financial statements in the “Financial Statements (Unaudited)”, we have no material commitments for capital for the next 12 months. We believe that our existing capital resources will be sufficient to finance our operations for at least the next 12 months, except for possible significant acquisitions.

Impact of Seasonality and Weather on Operations

Our business, as well as the entire recreational boating industry, is highly seasonal, with seasonality varying in different geographic markets. With the exception of Florida, we generally realize significantly lower sales and higher levels of inventories, and related short-term borrowings, in the quarterly periods ending December 31 and March 31. The onset of the public boat and recreation shows in January generally stimulates boat sales and typically allows us to reduce our inventory levels and related short-term borrowings throughout the remainder of the fiscal year. Our business could become substantially more seasonal if we acquire additional dealers that operate in colder regions of the United States or close retail locations in warm climates.

Our business is also subject to weather patterns, which may adversely affect our results of operations. For example, prolonged or severe winter conditions, drought conditions (or merely reduced rainfall levels) or excessive rain, may limit access to area boating locations or render boating dangerous or inconvenient, thereby curtailing customer demand for our products and services. In addition, unseasonably cool weather and prolonged or severe winter conditions may lead to a shorter selling season in certain locations. Hurricanes and other storms could result in disruptions of our operations or damage to our boat inventories and facilities, as has been the case when Florida and other markets were affected by hurricanes. Although our geographic diversity is likely to reduce the overall impact to us of adverse weather conditions in any one market area, these conditions will continue to represent potential, material adverse risks to us and our future financial performance.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

As of December 31, 2019, all of our short-term debt bore interest at a variable rate, tied to LIBOR as a reference rate. Changes in the underlying LIBOR interest rate on our short-term debt could affect our earnings. For example, a hypothetical 100 basis point increase in the interest rate on our short-term debt would result in an increase of approximately $3.3 million in annual pre-tax interest expense. This estimated increase is based upon the outstanding balance of our short-term debt as of December 31, 2019 and assumes no mitigating changes by us to reduce the outstanding balances and no additional interest assistance that could be received from vendors due to the interest rate increase.

Foreign Currency Exchange Rate Risk

Products purchased from European-based and Chinese-based manufacturers are transacted in U.S. dollars. Fluctuations in the U.S. dollar exchange rate may impact the retail price at which we can sell foreign products. Accordingly, fluctuations in the value of other currencies compared with the U.S. dollar may impact the price points at which we can profitably sell such foreign products, and such price points may not be competitive with other products in the United States. Thus, such fluctuations in exchange rates ultimately may impact the amount of revenue, cost of goods sold, cash flows and earnings we recognize for such foreign products. We cannot predict the effects of exchange rate fluctuations on our operating results. In certain cases, we may enter into foreign currency cash flow hedges to reduce the variability of cash flows associated with forecasted purchases of boats and yachts from European-based and Chinese-based manufacturers. We are not currently engaged in foreign currency exchange hedging transactions to manage our foreign currency exposure. If and when we do engage in foreign currency exchange hedging transactions, there can be no assurance that our strategies will adequately protect our operating results from the effects of exchange rate fluctuations.

Additionally, the Fraser Yachts Group has transactions and balances denominated in currencies other than the U.S dollar. Most of the transactions or balances for Fraser Yachts Group are denominated in euros. Net revenues recognized whose functional currency was not the U.S. dollar were less than 1% of our total revenues in fiscal 2019.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed by us in Securities Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on such evaluation, such officers have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Controls

During the quarter ended December 31, 2019, there were no changes in our internal control over financial reporting that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures and internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Although our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

CEO and CFO Certifications

Exhibits 31.1 and 31.2 are the Certifications of the Chief Executive Officer and Chief Financial Officer, respectively. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are party to various legal actions arising in the ordinary course of business. While it is not feasible to determine the actual outcome of these actions as of December 31, 2019, we do not believe that these matters will have a material adverse effect on our unaudited condensed consolidated financial condition, result of operations, or cash flows.

ITEM 1A. RISK FACTORS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table presents information with respect to our repurchases of our common stock during the three months ended December 31, 2019.

Period	Total Number of Shares Purchased (1)(2)		Average Price Paid per share
October 1, 2019 - October 31, 2019		-		-	-	626,831
November 1, 2019 - November 30, 2019		28,632	$	16.61	-	626,831
December 1, 2019 - December 31, 2019		-		-	-	626,831
Total		28,632	$	16.61	-	626,831
(1)	Under the terms of the program, the Company is authorized to purchase up to 2.33 million shares of its common stock through February 2021.
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(2)	28,632 shares reported in November 2019 are attributable to shares tendered by employees for the payment of applicable withholding taxes in connection with the vesting of restricted stock or restricted stock unit awards.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

3.1	Articles of Incorporation of MarineMax, Inc., a Florida corporation. (1)
3.2	Bylaws of MarineMax, Inc., a Florida corporation. (1)
4.1	Form of Common Stock Certificate. (1)
10.1†	Second Amendment to Fourth Amended and Restated Inventory Financing, Fifth Amended and Restated program Terms Letter, and Fourth Amended and Restated \[**********\], executed on November 8, 2019, by and among MarineMax, Inc. and its subsidiaries, as Borrowers, and Wells Fargo Commercial Distribution Finance LLC.
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
(1)	Incorporated by reference to Registrant’s Form 8-K as filed March 20, 2015.
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†	Certain information in this exhibit identified by brackets has been omitted pursuant to Item 601(b)(10) of Regulation S-K because it (i) is not material and (ii) would cause competitive harm to MarineMax if publicly disclosed. MarineMax hereby undertakes to furnish, supplementally, copies of any omitted information upon request by the Securities and Exchange Commission.
---	---

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 thereunto duly authorized.

		MARINEMAX, INC.
January 30, 2020	By:	/s/ Michael H. McLamb
		Michael H. McLamb
		Executive Vice President,
		Chief Financial Officer, Secretary, and Director
		(Principal Accounting and Financial Officer)

hzo-ex101_199.htm

NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” HAVE BEEN OMITTED FROM THIS EXHIBIT AS THESE PORTIONS ARE NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.

Exhibit 10.1

SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED INVENTORY FINANCING AGREEMENT, FIFTH AMENDED AND RESTATED

PROGRAM TERMS LETTER, AND FOURTH AMENDED AND RESTATED

[****]

THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED INVENTORY FINANCING AGREEMENT, FIFTH AMENDED AND RESTATED PROGRAM TERMS LETTER, AND FOURTH AMENDED AND RESTATED [****] (this “Amendment”) dated as of November 8, 2019, is made to that certain FOURTH AMENDED AND RESTATED INVENTORY FINANCING AGREEMENT (as amended, supplemented, restated or modified, the “IFA”) by and among WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC (“CDF”) as Agent (in such capacity as agent, the “Agent”) for the several financial institutions that may from time to time become party thereto (collectively, “Lenders,” and individually, each a “Lender”) and Dealers that may from time to time become party thereto (collectively, “Dealers” and individually, each a “Dealer”) and for itself as a Lender, and such Lenders, FIFTH AMENDED AND RESTATED PROGRAM TERMS LETTER (as amended, restated, supplemented or otherwise modified from time to time, the “PTL”) by and among CDF and Dealers, and FOURTH AMENDED AND RESTATED [****] (as amended, restated, supplemented or otherwise modified from time to time, the “[****],” and together with the IFA and PTL, the “Agreements”) by and among Agent and Existing Dealers (as defined below), each dated as of October 26, 2018. All capitalized terms not otherwise defined in this Amendment shall have the respective meanings assigned to them in the IFA.

Recitals

A.Agent, Lenders and Dealers desire to make certain amendments to the Agreements in accordance with the terms and conditions of this Amendment.

Agreement

NOW, THEREFORE, in consideration of the premises and of the mutual promises contained herein and in the Agreement the receipt and sufficiency of which is hereby acknowledged, Agent and Dealers agree as follows:

1.IFA Amendments:

a.The defined term “Maximum Aggregate Credit Amount” in Section 1 of the IFA is hereby deleted in its entirety and replaced with the following:

“Maximum Aggregate Credit Amount” means an aggregate total of four hundred forty million dollars ($440,000,000.00).

b.The defined term “Settlement Date” in Section 1 of the IFA is hereby amended to replace the term “Settlement Date” with the term “Reporting Date” and each reference to Settlement Date in the IFA is hereby deemed to be a reference to Reporting Date.

c.The following clause (xi) is added to Section 2(a) of the IFA:

“(xi)Agent may, in its Permitted Discretion, adjust any advance rates for any Vendor that is not an Approved Vendor, provided that, with respect to a Vendor that was previously an Approved Vendor and is no longer an Approved Vendor (including, for the avoidance of doubt, Azimut-Benetti S.p.A., but excluding the Benetti brand), if (A) Dealers’ Tangible Net Worth is greater than two hundred fifty million dollars ($250,000,000.00) and (B) Dealers’ Liquidity exceeds twenty five million dollars ($25,000,000.00) (clauses (A) and (B), collectively, the “Advance Adjustment Criteria”), such adjustment shall not decrease any such advance rate by more than ten percentage points. “Liquidity” shall be defined as (Y) Dealers’ unrestricted cash plus (Z) the lesser of (1) the Pre-Owned Inventory Sublimit (as defined below) or (2) (a) the Specific Pre-Owned Sublimit (as defined below) less the total amount of Loans outstanding with respect to pre-owned inventory with applicable valuations of seven hundred fifty thousand dollars ($750,000.00) or more plus (b) borrowing base availability (as calculated on the most recent borrowing base certificate delivered to Agent pursuant to the terms of the Program Terms Letter).

d.Section 2(b) of the IFA is hereby deleted in its entirety and replaced with the following:

“(b)Pre-Owned Inventory Advances and Sublimits. Subject to the overall Maximum Aggregate Credit Amount set forth above and the terms and conditions of this Agreement, on and after the Closing Date, Lenders severally and not jointly may make Loans to Dealers with respect to pre-owned units of inventory; provided that such cash advances shall not exceed the Pre-Owned Inventory Sublimit and must comply with the pre-owned inventory advance terms set forth herein. Regardless of the amount of credit available to Dealers under the Maximum Aggregate Credit Amount hereunder, the total amount of Loans outstanding with respect to used or pre-owned inventory shall not exceed forty-five million dollars ($45,000,000.00) (the “Pre-Owned Inventory Sublimit”). Within such Pre-Owned Inventory Sublimit, (i) any Loans with respect to units with applicable valuations of seven hundred fifty thousand dollars ($750,000.00) or more shall require unit specific documentation (including an advance request form), (ii) no more than thirty-five million dollars ($35,000,000.00) of such Pre-Owned Inventory Sublimit shall be used by Dealers to finance pre-owned inventory with applicable valuations of less than seven hundred fifty thousand dollars ($750,000.00) (the “Other Pre-Owned Sublimit”), and (iii) no more than twenty million dollars ($20,000,000.00) of such Pre-Owned Inventory Sublimit shall be used by Dealers to finance pre-owned inventory with applicable valuations of seven hundred fifty thousand dollars ($750,000.00) or more (the “Specific Pre-Owned Sublimit”).”

e.Section 2(c) of the IFA is hereby deleted in its entirety and replaced with the following:

“(c)Advance Rates; Approvals. The advance rates with respect to pre-owned inventory as well as additional details of the financing program are set forth in the Program Terms Letter, the terms of which are incorporated herein by this reference. Upon thirty (30) days’ notice to Dealers, Agent may adjust the advance rates set forth in the Program Terms Letter (i) for Approved Vendors as provided in Section 2(a)(x) and (ii) for all other Vendors as provided in Section 2(a)(xi). This Agreement concerns the extension of credit, and not the provision of goods or services. An “Approval” shall be defined as Agent’s indication to a Vendor that the Lenders will provide financing to Dealers with respect to a particular Invoice or Invoices.”

f.Section 3(a) of the IFA is hereby amended by adding the following to the end of such section:

“Notwithstanding anything to the contrary contained herein, including without limitation the provisions of Section 17 hereof, without the consent of Lenders, CDF may change any aspect or portion of any Transaction Statement at any time, provided that such change is not inconsistent with the terms and conditions of this Agreement.”

g.Section 6(b)(viii) of the IFA is hereby deleted in its entirety and replaced with the following:

“(viii)upon Agent’s request, (i) at any time the aggregate Obligations with respect to any Collateral or Dealer located in Ohio exceeds twelve million dollars ($12,000,000.00), deliver to Agent immediately upon such request (and Agent may retain) each certificate of title or statement of origin issued for such Collateral and (ii) at any time during the continuance of a Default, deliver to Agent immediately upon such request (and Agent may retain) each certificate of title or statement of origin issued for Collateral financed by any one or more Lenders;”

h.Section 6(d)(iv) of the IFA is hereby deleted in its entirety and replaced with the following:

“(iv)change the nature of its business in any material manner or its legal structure or be a party to a merger or consolidation (other than a merger or consolidation of a Dealer with or into another Dealer), divide itself pursuant to Section 18-217 of the Delaware Limited Liability Company Act or any similar law or statute or change its type of organization, its jurisdiction of incorporation or organization, or its organizational identification number, if any, or acquire any Person (an “Acquired Person”) or a substantial portion of the assets of any Person (“Acquired Assets”), except that Dealers may acquire an Acquired Person or Acquired Assets, if (A) Dealers provide Agent with thirty (30) days’ prior written notice of such acquisition, accompanied by a certificate of Dealers’ chief financial officer that such acquisition complies with the conditions of this Section 6(d)(iv) and copies of pro forma financial statements and projections giving effect to such acquisition, (B) immediately after any such acquisition of an Acquired Person, such Acquired Person becomes a party to this Agreement as a Dealer by executing and delivering to Agent such documents and agreements as Agent may reasonably require, at Dealers’ cost and expense, (C) immediately after any such acquisition of Acquired Assets, Agent shall continue to have, on behalf of Lenders a first-priority perfected security interest in such Acquired Assets that constitute “Collateral” (as defined herein) and the other Collateral, (D) at the time of such acquisition and after giving effect thereto, neither a Default nor an event which, with the giving of notice, the passage of time, or both, would result in a Default, shall have occurred and be continuing, (E) before and after giving effect to such acquisition, as illustrated by the pro forma financial statements and projections provided to Agent pursuant to clause (A) above, Dealers shall be in compliance with the financial covenants set forth in Section 6(c) as of the most recently ended fiscal quarter and the next four fiscal quarters ending after such acquisition, (F) the

total acquisition cost of such Acquired Person or Acquired Assets (including, without limitation, acquired inventory) shall not exceed ten million dollars ($10,000,000) individually or twenty-five million dollars ($25,000,000) in the aggregate in any rolling twelve-month period for all such Acquired Persons and Acquired Assets, collectively; provided, however, if such acquisition does not comply with this clause (F), then Agent shall not unreasonably withhold its consent to such acquisition, and (G) at the time of such acquisition, Availability shall be at least five million dollars ($5,000,000) and the sum of Dealers’ cash, plus the balance of the [****] (as defined in the [****] Agreement), plus Availability shall be at least fifteen million dollars ($15,000,000); provided, however, that notwithstanding anything in this Section to the contrary, MarineMax Vacations, Ltd. shall not be required to become a party to this Agreement as a Dealer;”

i.Section 8(d) of the IFA is hereby deleted in its entirety and replaced with the following:

“(d) within thirty (30) days after Dealers’ year-end, Dealers’ financial projections for the next fiscal year on a consolidated basis;”

j.Section 8(g) of the IFA is hereby deleted in its entirety and replaced with the following:

“(g) concurrently with the delivery of the financial statements required to be delivered under clauses (a) and (b), above, a trigger compliance and advance adjustment criteria certificate in the form attached hereto as Exhibit G (the “Trigger Compliance and Advance Adjustment Criteria Certificate”), setting forth a calculation of Fixed Charge Coverage Ratio and TTM EBITDA (each as defined in the Program Terms Letter), Tangible Net Worth and the Advance Adjustment Criteria, executed by an officer of Dealers.”

k.The following clause (d) is hereby added to Section 17 of the IFA:

“(d)Notwithstanding the foregoing, Agent, with the consent of the Dealers, may amend, modify or supplement any Loan Document without the consent of any Lender or the Required Lenders in order to correct, amend or cure any inconsistency or defect or correct any typographical error or other manifest error in any Loan Document, and such amendment, modification or supplement shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof. Furthermore, notwithstanding anything to the contrary herein, with the consent of Agent at the request of the Dealers (without the need to obtain any consent of any Lender), any Loan Document may be amended to add terms that are favorable to the Lenders (as reasonably determined by Agent).”

l.Section 19 of the IFA is hereby deleted in its entirety and replaced with the following:

“19.Term and Termination. Unless sooner terminated as provided in this Agreement, the term of this Agreement shall commence on the date hereof and

continue until October 30, 2022 and, if Agent provides written notice to Dealers of Agent’s intent to renew the current term at least (ninety) 90 days prior to the end of the then current term, at Agent’s election, subject to Section 17(a)(ii) above, the term of this Agreement shall automatically renew for up to two successive one year periods thereafter. Upon termination of this Agreement, all Obligations shall become immediately due and payable without notice or demand. Upon any termination, Dealers shall remain fully and jointly and severally liable to each Lender for all Obligations owed to such Lender, including without limitation all fees, expenses and charges, arising prior to or after termination, and each Lender’s rights and remedies and security interest, if any, shall continue until all Obligations to such Lender hereunder are paid and all obligations of Dealers are performed in full. All waivers and indemnifications in Agent’s and each Lender’s favor, and the agreement to arbitrate, set forth in this Agreement will survive any termination of this Agreement.”

m.Exhibits A, C, E and G of the IFA are hereby deleted in their entirety and replaced with Exhibits A, C, E and G attached hereto.

2.PTL Amendments:

a.The second paragraph under the section entitled “Advance Request” is hereby deleted in its entirety and replaced with the following:

“In addition, each advance with respect to any advance request for Aquila brand inventory, Ocean Alexander brand inventory, Galeon brand inventory or Benetti brand inventory shall be requested as follows and accompanied by the following documentation for each item of such inventory: (a)Each advance request for Aquila brand inventory, Galeon brand inventory or Benetti brand inventory shall be requested within fifteen (15) Business Days of clearing United States Customs (b)Each advance request for Ocean Alexander brand inventory shall be requested within the earlier of: (i) fifteen (15) Business Days following payment in full to Alexander Marine Company, Ltd, or (ii) delivery of the inventory to Dealer (c)A copy of the original invoice from: (i) Sino Eagle Yacht Co., Ltd. for Aquila brand inventory (ii) Alexander Marine Company, Ltd. for Ocean Alexander brand inventory (iii) Galeon, LLP for Galeon brand inventory (iv) Azimut-Benetti S.p.A for Benetti brand inventory (d)Either a Manufacturer’s Statement of Origin (MSO) or Builder’s Certificate (e)Evidence that each such item of inventory has cleared United States Customs (f)Evidence that MarineMax has paid: (i) Sino Eagle Yacht Co., Ltd. in full for each such item of Aquila brand inventory, (ii) Alexander Marine Company, Ltd. in full for each such item of Ocean Alexander brand inventory (iii) Galeon, LLP. in full for each such item of Galeon brand inventory (iv) Azimut-Benetti S.p.A in full for each such item of Benetti brand inventory”

b.The first paragraph under the section entitled “Floorplan Advance Rate” is hereby deleted in its entirety and replaced with the following:

“For new inventory (excluding Azimut brand new inventory (for the avoidance of doubt, when used herein, the term “Azimut brand new inventory” and “Azimut brand inventory” shall not include Benetti brand inventory), Benetti brand new inventory, Aquila brand new inventory, Ocean Alexander brand new inventory, and Galeon brand new inventory), 100% of invoice amount, including freight (if included on original invoice), subject to Availability.”

c.The following paragraph is added to the section entitled “Floorplan Advance Rate” of the PTL:

“For Benetti brand new inventory: 60% of invoice amount for all inventory subject to a maximum of [****] in the aggregate advanced at any one time, and further subject to Availability. Notwithstanding the foregoing, with respect to that certain 125 ft. Benetti unit (the “Benetti Unit”) to be financed by Lenders, the following conditions shall apply: (a) the maximum amount Lenders shall fund with respect to such Benetti Unit shall be 50% of the invoice amount of such Benetti Unit and (b) prior to any such funding, Agent shall have received evidence in form and substance acceptable to Agent that Dealer owns such Benetti Unit free and clear of all Liens, including any Liens of the Azimut-Benetti S.p.A.”

d.Clause (i)(b)(2) of the definition of “Availability” in the section entitled “Floorplan Advance Rate” of the PTL is hereby deleted in its entirety and replaced with the following:

“(2) if the Fixed Charge Coverage ratio is less than 1.2x or TTM EBITDA is less than [****], in each case as shown on the most recent Trigger Compliance Certificate delivered pursuant to Section 8(g) of the Inventory Financing Agreement, 100% of Total Eligible Inventory shown on the most recent inventory certificate, less the lesser of (x) [****] and (y) 10% of Total Eligible Inventory shown on such inventory certificate (such lesser amount, the “Collateral Block”) ((b)(1) or (2), as applicable, the “Net Eligible Inventory Amount”),”

e.The first two paragraphs under the section entitled “Concentration Limits” are hereby deleted in their entirety and replaced with the following:

“If the number of units of inventory (new and pre-owned) financed by any one or more Lenders which are not Pre-Sold and which have an Outstanding Amount > $250,000.00 exceeds [****] of total number of units of inventory financed by such Lender or Lenders, then immediate payment shall be required and applied to the oldest units of such inventory financed by such Lender or Lenders to the extent

required to reduce the number of such units to [****] or less. “Outstanding Amount” means the outstanding amount financed by any one or more Lenders for such unit, minus any portion of the Required Amount (as defined in the [****]) funded to the [****] with respect to curtailments for such unit. For purposes of determining the concentration limits, units of inventory financed by any one or more Lenders shall include, without limitation, each unit of pre-owned inventory with a valuation < $750,000.00 identified on the current borrowing base certificate.

If the units of inventory (new and pre-owned) financed by any one or more Lenders which are not Pre-Sold and which have an Outstanding Amount > $750,000.00 exceed [****] in the aggregate (of which no more [****] in the aggregate may be Azimut brand and no more than [****] in the aggregate may be Benetti brand), then immediate payment shall be required and applied to the oldest units of such inventory financed by such Lender or Lenders to the extent required to reduce the Outstanding Amount to [****] or less for such inventory (and [****] or less for Azimut brand inventory and [****] or less for Benetti brand inventory). In no event shall any one or more Lenders finance more than the greater of [****] units or [****] of such inventory that exceeds 72 ft., and which are not Pre-Sold.”

f.Exhibits A, B and C of the PTL are hereby deleted in their entirety and replaced with Exhibits A, B and C attached hereto.

3.[****] Amendments:

a.[****]

4.	Release. In consideration of the agreements of Agent contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Dealer (collectively, the “Releasors”), on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and each Lender, each of their successors and assigns, each of their respective affiliates, and their respective affiliates’ present and former shareholders, members, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other Persons being hereinafter referred to collectively as the “Releasees,” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually a “Claim” and collectively, “Claims”) of every name and nature, either known or unknown, both at law and in equity, which Releasors, or any of them, or any of their successors, assigns or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the date hereof, including, without limitation, for or on the account of, or in relation to, or in any way in connection with the IFA, the other Agreements, any other Loan Document or any of other agreement, document, or instrument related thereto or transactions thereunder or related thereto.
5.	References. Each reference in the Agreements and the Loan Documents to the Agreements shall be deemed to refer to the Agreements as amended by this Amendment.
---	---
6.	Ratification. Dealers hereby ratify and confirm the Agreements, as amended hereby, and each other Loan Document executed by such Dealer in all respects. All terms and provisions of the Agreements not specifically amended by this Amendment shall remain unchanged and in full force and effect.
---	---
7.	Conditions Precedent to Effectiveness of Amendment. This Amendment shall not be effective unless and until each of the following conditions precedent has been satisfied or waived in the sole and absolute discretion of Agent:
---	---
a.	Agent shall have received this Amendment, duly executed by each of the parties hereto.
---	---
b.	Agent shall have reimbursed Agent for all of its costs and expenses incurred in connection with this Amendment and all documents related hereto in accordance with the provisions of Section 15 of the IFA.
---	---
c.	Agent shall have received an opinion of counsel from counsel to Dealers (other than Fraser Yachts California, Inc. (“Fraser Yachts”)) in form and substance acceptable to Agent.
---	---
d.	Agent shall have received a certificate of each Dealer (other than Fraser Yachts) certifying as to (A) all corporate actions taken and consents made by Dealers to authorize the transactions provided for or contemplated under this Amendment and the execution, delivery and performance of the Loan Documents to which they are a party; (B) the names of the officers or employees of each Dealer authorized to sign the Loan Documents to which they are a party, together with a sample of the true signature of each such Person (Agent may conclusively rely on such certificates until formally advised by a like certificate of any changes therein) and (C) the Certificate or Articles of Organization or Formation and Operating Agreement or Bylaws of each Dealer as restated or amended to the date of this Amendment and (D) certificates of good standing for each Dealer in the jurisdiction of its establishment.
---	---
8.	Post-Closing Covenant. Within ninety (90) days of the date hereof, Agent shall have received: (A) an opinion of counsel from counsel to Fraser Yachts, (B) a ratification agreement executed by Fraser Yachts, and (C) a certificate certifying as to the items set forth in Section 7(d)(A) – (D), above, in each case in form and substance acceptable to Agent. Breach of this covenant shall constitute a Default as defined under the IFA.
---	---
9.	Assignment. This Amendment shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their participants, successors and assigns.
---	---
10.	Counterparts. This Amendment may be executed in any number of counterparts, each of which counterparts, once they are executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement. This Amendment may be executed by any party to this Amendment by original signature, facsimile and/or electronic signature.
---	---

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first above written.

DEALERS:

MARINEMAX, INC.,<br><br><br>a Florida corporation
By:	/s/ Michael H. McLamb
Print Name:	Michael H. McLamb
Title:	Executive Vice President, Chief Financial Officer, Secretary,
MARINEMAX EAST, INC.,<br><br><br>a Delaware corporation
By:	/s/ Michael H. McLamb
Print Name:	Michael H. McLamb
Title:	President, Secretary, Treasurer
MARINEMAX SERVICES, INC.,<br><br><br>a Delaware corporation
By:	/s/ Michael H. McLamb
Print Name:	Michael H. McLamb
Title:	Vice President, Secretary, Treasurer
MARINEMAX NORTHEAST, LLC,<br><br><br>a Delaware limited liability company<br><br><br>By: MARINEMAX EAST, INC.<br><br><br>the sole member of MarineMax Northeast, LLC
---	---
By:	/s/ Michael H. McLamb
Print Name:	Michael H. McLamb
Title:	President, Secretary, Treasurer

[Signature Page to Second Amendment to IFA, PTL, and [****]]

BOATING GEAR CENTER, LLC<br><br><br>a Delaware limited liability company<br><br><br><br><br><br>By: MARINEMAX EAST, INC.,<br><br><br>the sole member of Boating Gear Center, LLC
By:	/s/ Michael H. McLamb
Print Name:	Michael H. McLamb
Title:	President, Secretary, Treasurer
US LIQUIDATORS, LLC
---	---
a Delaware limited liability company<br><br><br>By: MARINEMAX, INC.<br><br><br>the sole member of US Liquidators, LLC
By:	/s/ Michael H. McLamb
Print Name:	Michael H. McLamb
Title:	Executive Vice President, Chief Financial Officer, Secretary,

MY WEB SERVICES, LLC,

a Delaware limited liability company

By: MARINEMAX EAST, INC.,<br><br><br>the sole member of My Web Services, LLC
By:	/s/ Michael H. McLamb
Print Name:	Michael H. McLamb
Title:	President, Secretary and Treasurer,

MARINEMAX CHARTER SERVICES, LLC,

a Delaware limited liability company

By: MARINEMAX EAST, INC.,<br><br><br>the sole member of MarineMax Charter Services,<br><br><br>LLC
By:	/s/ Michael H. McLamb
Print Name:	Michael H. McLamb
Title:	President, Secretary, Treasurer

[Signature Page to Second Amendment to IFA, PTL, and [****]]

NEWCOAST FINANCIAL SERVICES, LLC,
a Delaware limited liability company<br><br><br>By: MARINEMAX EAST, INC.<br><br><br>the sole member of Newcoast Financial Services, LLC
By:	/s/ Michael H. McLamb
Print Name:	Michael H. McLamb
Title:	President, Secretary, Treasurer

[****],

a Florida limited liability company

By: MY WEB SERVICES, LLC,

the sole member of [****]

By: MARINEMAX EAST, INC.,<br><br><br>the sole member of My Web Services, LLC
By:	/s/ Michael H. McLamb
Print Name:	Michael H. McLamb
Title:	President, Secretary and Treasurer
Tax ID:	27-4689836
Org. ID (if any): 4933499

GULFPORT MARINA, LLC,

a Delaware limited liability company

By: MARINEMAX EAST, INC.,<br><br><br>the sole member of Gulfport Marina, LLC
By:	/s/ Michael H. McLamb
Print Name:	Michael H. McLamb
Title:	President, Secretary and Treasurer
Tax ID:	27-4689836
Org. ID (if any): 4933499

[Signature Page to Second Amendment to IFA, PTL, and [****]]

FWW, LLC,
a Florida limited liability company<br><br><br>By: MARINEMAX EAST, INC.<br><br><br>the sole member of FWW, LLC
By:	/s/ Michael H. McLamb
Print Name:	Michael H. McLamb
Title:	President, Secretary, Treasurer
FRASER YACHTS FLORIDA, INC.,
---	---
a Florida corporation
By:	/s/ Jeanne Bruss
Print Name:	Jeanne Bruss
Title:	Secretary
FRASER YACHTS CALIFORNIA, INC.,
---	---
a California corporation
By:	/s/ Jeanne Bruss
Print Name:	Jeanne Bruss
Title:	Secretary

[Signature Page to Second Amendment to IFA, PTL, and [****]]

AGENT AND LENDER:

WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC
By:	/s/ Thomas M. Adamski
Print Name:	Thomas M. Adamski
Title:	Duly Authorized Signatory

LENDERS:

BANK OF THE WEST, INC.
By:	/s/ Tim McKevitt
Print Name:	Tim McKevitt
Title:	VP – Relationship Manager
M&T BANK
By:	/s/ Brendan Kelly
Print Name:	Brendan Kelly
Title:	VP
BRANCH BANKING AND TRUST COMPANY
---	---
By:	/s/ David Miller
Print Name:	David Miller
Title:	VP

[Signature Page to Second^t^^^Amendment to IFA, PTL, and [****]]

Exhibit A to IFA

Existing Approved Vendors

Vendor	Brand
BRUNSWICK CORPORATION	BAYLINER<br>BOSTON WHALER<br>HARRIS FLOTEBOTE<br>MERCURY<br>SEA RAY
CREST MARINE LLC	CREST
GRADY-WHITE BOATS, INC.	GRADY-WHITE
MASTERCRAFT BOAT COMPANY, LLC	AVIARA<br>MASTERCRAFT
NAUTIC STAR, LLC	NAUTICSTAR
NAUTIQUE BOAT COMPANY, INC.	SKI NAUTIQUE
PONTOON BOAT, LLC	BENNINGTON
REC BOAT HOLDINGS, LLC	SCARAB
SEMINOLE MARINE, INC.	SAILFISH
SCOUT BOATS, INC.	SCOUT
SPORTSMAN BOATS MANUFACTURING, INC.	SPORTSMAN
TIGE BOATS, INC.	TIGE
WELLCRAFT, LLC	WELLCRAFT
Trailer Vendors
EZ LOADER CUSTOM BOAT TRAILERS, INC.<br>EZ LOADER BOAT TRAILERS, INC.	EZ LOADER
MAGIC TILT TRAILERS, INC.	MAGIC TILT
MCCLAIN TRAILERS, INC.	MCCLAIN
VENTURE TRAILERS, INC.	VENTURE

Exhibit C to IFA

Permitted Locations

Location Name	Lot Code	Address Line 1	City	State	Zip Code	Phone Numbers
MarineMax Gulf Shores Parkway	OB	3829 Gulf Shores Parkway	Gulf Shores	AL	36542	251-981-1113
MarineMax Norwalk	CT1	130 Water Street	Norwalk	CT	06854	888-254-1796
MarineMax Connecticut	CT2	627 Boston Post Road	Westbrook	CT	06498	860-399-5581
MarineMax Brevard (Cocoa)	BVD	1410 King Street	Cocoa	FL	32922	321-636-3142
MarineMax Sarasota Retail Sales	CIT	1601 Ken Thompson Parkway	Sarasota	FL	34236	941-388-4411
MarineMax Clearwater	CW	18025 US 19 North	Clearwater	FL	33764	727-536-2628
MarineMax Jacksonville Beach	FL3	2079 Beach Boulevard	Jacksonville Beach	FL	32250	904-338-9970
MarineMax Panama City	FL7	3605 Thomas Drive	Panama City Beach	FL	32408	850-234-6533
MarineMax Ft Myers	FT	14070 McGregor Boulevard	Fort Myers	FL	33919	239-481-8200
MarineMax Ft Myers	FT	14030 McGregor Boulevard	Fort Myers	FL	33919	239-454-2628
MarineMax Ft Lauderdale	HAT	2301 SE 17th Street, Pier 66 Marina	Fort Lauderdale	FL	33316	954-779-1905
MarineMax Pensacola	KM	1901 Cypress Street	Pensacola	FL	32502	850-477-1112
MarineMax Miami	MIA	700 NE 79th Street	Miami	FL	33138	305-758-5786
MarineMax - Miami Service	MIA	840 NE 78th Street	Miami	FL	33138	305-758-5786
Corporate Headquarters	MM	2600 McCormick Drive, Suite 200	Clearwater	FL	33759	727-531-1700
MarineMax St Petersburg Yacht and Service Center	MYSC	6810 Gulfport Boulevard	South Pasadena	FL	33707	727-343-6520
MarineMax Dania Beach	MYSD	490 Taylor Lane	Dania Beach	Fl	33004	954-926-0309
MarineMax Naples Retail Sales	NAP	1146 6th Avenue South	Naples	FL	34102	239-262-1000
MarineMax Palm Beach	NPB	2385 PGA Boulevard	Palm Beach Gardens	FL	33410	561-694-5815
MarineMax of Orlando	OLN	455 S Lake Destiny Road	Orlando	FL	32810	407-660-2628
MarineMax Ocean Reef	ORC	2 Fishing Village Drive	Key Largo	FL	33037	305-367-3969
MarineMax Cape Haze (Palm Island)	PMI	7090 Placida Road	Cape Haze	FL	33946	941-697-2161
MarineMax Pompano Beach Retail Sales	POM	700 South Federal Highway	Pompano Beach	FL	33062	954-783-9555
MarineMax Pompano Yacht Center	PYC	750 South Federal Highway	Pompano Beach	FL	33062	954-618-0440
MarineMax Stuart Sales and Service	STU	2370 SW Palm City Road	Stuart	FL	34994	772-287-4495
MarineMax Venice Retail Sales	VEN	1485 S Tamiami Trail	Venice	FL	34285	941-485-3388
---	---	---	---	---	---	---
MarineMax Cumming	SM2	1860 Bald Ridge Marine Road	Cumming	GA	30041	770-781-9370
MarineMax Danvers	NE2	10 Hutchinson Drive	Danvers	MA	01923	781-395-0050
MarineMax Baltimore Yacht Sales and Service Center	MD4	1800 S Clinton Street	Baltimore	MD	21224	410-732-1260
MarineMax Bayport	CMB	200 Fifth Avenue South	Bayport	MN	55003	651-351-9621
MarineMax Rogers	CMR	20300 County Road 81, PO Box 250	Rogers	MN	55374	763-428-4126
MarineMax Excelsior	CMZ	141 Minnetonka Boulevard	Excelsior	MN	55331	952-346-4857
MarineMax Lake Ozark	LOZ	3070 Bagnell Dam Boulevard	Lake Ozark	MO	65049	573-365-5382
MarineMax Osage Beach	MCP	4543 Osage Beach Parkway	Osage Beach	MO	65065	573-348-1299
MarineMax Southport Marina	NC6	606 West Street, Suite 107	Southport	NC	28461	201-515-4122
MarineMax Wrightsville Beach	SB	130 Short Street	Wrightsville Beach	NC	28480	910-256-8100
MarineMax Brick	BNJ	1500 Riverside Drive	Brick	NJ	08724	732-840-2100
MarineMax Lake Hopatcong	HOP	134 Espanong Road	Lake Hopatcong	NJ	07849	973-663-2045
MarineMax Brant Beach Service	MBB	20 W 44th Street	Brant Beach	NJ	08008	609-494-2838
MarineMax Ship Bottom	MLB	214 W 9th Street	Ship Bottom	NJ	08008	609-494-2102
MarineMax Mays Landing Service	MML	1201 Somers Point, Route 559	Egg Harbor	NJ	08234	609-625-1099
MarineMax Somers Point	MSP	600 Bay Avenue	Somers Point	NJ	08244	609-926-0600
MarineMax Huntington	NY5	155 West Shore Road	Huntington	NY	11743	631-424-2710
MarineMax Manhattan	NY6	Chelsea Piers, Pier 59, 23rd Street and the Hudson River	New York	NY	10011	212-336-7873
MarineMax Catawba Island	TCM	1991 NE Catawba Road	Port Clinton	OH	43452	419-797-4492
MarineMax Wakefield	NE3	362 Pond Street	Wakefield	RI	2879	781-875-3619
MarineMax Newport	RI1	10 Bowen's Wharf	Newport	RI	2840	401-849-2243
MarineMax Lewisville/Dallas	DAL	1490 N Stemmons Freeway	Lewisville	TX	75067	972-436-9979
MarineMax Lewisville Yachts and Service	LLV	1481 E Hill Park Road	Lewisville	TX	75056	972-436-9979
MarineMax Lake Texoma	LTX	120 Texoma Harbor Drive	Pottsboro	TX	75076	972-436-9979
MarineMax Seabrook	NAS	3001 NASA Parkway	Seabrook	TX	77586	281-326-4224
MarineMax Lake Wylie	HM2	310 Blucher Circle	Lake Wylie	SC	29710	803-831-2101
MarineMax Thunderbolt	HM7	3518 Old Tybee Road	Thunderbolt	GA	31410	912-897-9881
MarineMax Thunderbolt	HM7	188 Old Tybee Road	Thunderbolt	GA	31410	912-897-9881
---	---	---	---	---	---	---
MarineMax Cornelius	HM1	9209 Westmoreland Road	Cornelius	NC	28031	704-892-9676
MarineMax Greenville	HM3	14 Burty Road	Greenville	SC	29605	864-236-9005
MarineMax Charleston	HM5	142 Sportsman's Island Drive	Charleston	SC	29492	843-747-1889
MarineMax Island Marine Center	IM1	2602 Shore Rd (Rte 9)	Ocean View	NJ	08230	609-624-1117
MarineMax Boston	NE1	64 Washington St	Quincy	MA	02169	617-288-1000
MarineMax Miami Beach Marina	MIB	300 Alton Rd	Miami Beach	FL	33139	305-921-0002
Catawba Isand Club	TCM	4235 East Beachclub Rd	Port Clinton	OH	43452	419-797-4492
MarineMax North Somers Point	IM1	7 Kapella Ave	Somers Point	NJ	08244	609-926-0600
MarineMax Grand Lake	GLC	28251 S 561 Road	Monkey Island	OK	74331	918-782-3277
MarineMax Grand Lake	GLC	56300 E 280 Rd	Monkey Island	OK	74331	918-782-3277
MarineMax Fort Walton Beach	FWB	6-22 Miracle Strip Pkwy	Fort Walton Beach	FL	32548	850-760-0300
MarineMax Sail and Ski Center	SSA	12971 Research Blvd	Austin	TX	78750	512-258-0733
MarineMax Sail and Ski Center	SAN	141 Balcones North	San Antonio	TX	78201	210-734-8199
		16406 Stewart Rd	Austin	TX	78734
		5400 Hudson Bend Rd	Austin	TX	78734
		15911 Edwards Dr	Austin	TX	78734
MarineMax Sail and Ski Center	LBJ	15616 Stewart Rd	Lakeway	TX	78734	512-266-1515

EXHIBIT E to IFA

Lender’s Allocations and Ratable Share

Lender	Allocation	Ratable Share
CDF	$240,000,000	54.545454545%
Bank of the West, Inc.	$50,000,000	11.363636364%
M&T Bank	$115,000,000	26.136363636%
Branch Banking & Trust Company	$35,000,000	7.954545455%
TOTAL	$440,000,000	100.000000000%

EXHIBIT G to IFA

Trigger Compliance and Advance Adjustment Criteria Certificate

Calculations Based on period ended:	MM/DD/YY
	PYTD	FYE	CYTD	TTM
($000s)	MM/DD/YY	MM/DD/YY	MM/DD/YY	MM/DD/YY
net income				-
add back: taxes				-
add back: interest				-
add back: depreciation / amortization				-
add back: one-time acquisition costs				-
add back: non-cash stock-based compensation				-
less: non-recurring gains / non-cash items / tax credits				-
EBITDA				-
less: Capital Expenditures				-
EBITDA less Capital Expenditures				-
cash interest				-
scheduled principal payments
cash income taxes				-
dividends / distributions				-
Fixed Charges				-
FCCR				#DIV/0!
a) Consolidated Shareholders Equity of the Borrowers				-
Less: GAAP Intangibles
i) Goodwill				-
ii) Patents				-
iii) Trademarks				-
iv) Other Intangibles				-
b) Total Intangibles (I + ii + iii + iv)				-
c) Related accounts receivable and loans excluding allowed draws				-
d) Tangible Net Worth (a - b - c)				-
Net Income (cumulative, after 6/30/18)				-
multiply by 75%	-
---	---
plus: $200MM	200,000
Required TNW (greater of $200MM or 75% of cumulative NI + $200MM)	200,000
Specific Pre-Owned Sublimit	20,000
less: Outstanding pre-owned inventory with valuations >= $750M	-
Excess Available on Specific Pre-Owned Sublimit	20,000
plus: Borrowing Base Availability	-
Pre-owned Availability (lesser of i) $45MM or ii) Excess Available on Specific PO Sublimit + Borrowing Base Availability)	20,000
plus: Unrestricted cash
Liquidity	20,000
Collateral Block Triggers	Compliant?
EBITDA [****]	NO
FCCR [****]	#DIV/0!
advance adjustment trigger (re: Approved Vendors)	Compliant?
TNW [****]	NO
Advance Adjustment Criteria	Compliant?
TNW [****]	NO
Liquidity [****]	NO
MarineMax, Inc.
By: ___________________________________
Title: ___________________________________

Exhibit A to PTL

Advance Request Form

Wells Fargo Commercial Distribution Finance, LLC

10 S. Wacker Dr., 20th Floor

Chicago, IL 60606

Re:

Fourth Amended and Restated Inventory Financing Agreement, dated October 26, 2018, among MarineMax, Inc. (“Dealer Agent”), the other Dealers party thereto (collectively, together with Dealer Agent, “Dealers”) Wells Fargo Commercial Distribution Finance, LLC (in its individual capacity, “CDF”) as Agent (CDF, in such capacity as agent, is herein referred to as “Agent”) for the several financial institutions that are parties thereto or that may from time to time become party to thereto (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender, and such Lenders, as amended, modified, restated or replaced from time to time (the “Agreement”)

Ladies and Gentlemen:

The undersigned is agent for Dealers under the Agreement and as such is authorized to make and deliver this advance request (this “Request”) on behalf of Dealers pursuant to Section 1 of the Agreement. All capitalized terms used, but not defined, herein have the meanings provided in the Agreement.

Dealers hereby request that Lenders make an advance on ________________, 20____ of $______________________ to Dealers under the terms of the Agreement with respect to the following (check one):

__________	pre-owned inventory units with applicable valuations of seven hundred fifty thousand dollars ($750,000.00) or more (“Specific Pre-Owned Items”), subject to the Pre-Owned Inventory Sublimit and Availability (as defined in the Agreement).
__________	pre-owned inventory units with applicable valuations of less than seven hundred fifty thousand dollars ($750,000.00) (“Other Pre-Owned Items”), subject to the Pre-Owned Inventory Sublimit and Availability.
---	---
__________	units of inventory (excluding used or pre-owned inventory) for which Dealers have previously made payments to Agent on behalf of Lenders (“Re-Advance Items”), subject to the Re-Advance Sublimit and Availability.
---	---

The undersigned hereby represents, warrants and certifies that, as of the date hereof,

(a)each representation and warranty made to Agent and Lenders by or on behalf of any Dealer is true and correct as of the date hereof, except to the extent that such representation or warranty expressly relates to an earlier date, in which event such representation or warranty was true and correct as of such earlier date;
(b)neither a Default nor any event which with the giving of notice, the passage of time or both would result in a Default has occurred and is continuing or would reasonably be expected to result after giving effect to the advance requested hereby [except _______ ______________________];
---
(c)after giving effect to the advance requested hereby, the aggregate outstanding amount of the Obligations (i) will not exceed the lesser of (I) the Maximum Aggregate Credit Amount minus the outstanding amount of Approvals and (II) the Net Eligible Inventory Amount minus the amount of any Reserves, (ii) with respect to pre-owned inventory will not exceed the Pre-Owned Inventory Sublimit, (iii) with respect to Specific Pre-Owned Items will not exceed the Specific Pre-Owned Sublimit, (iv) with respect to Other Pre-Owned Items will not exceed the Other Pre-Owned Sublimit, and (v) with respect to Re-Advance Items, will not exceed the Re-Advance Sublimit;
---
(d)if this Request relates to Specific Pre-Owned Items, Exhibit A hereto sets forth, for each Specific Pre-Owned Item, (i) the Dealer who owns such item, (ii) the location of such item, (iii) the year, make and model, serial number, engine model, horsepower and serial for such item, (iv) the NADA low wholesale value and the advance amount requested therefor, and (v) copies of the reports and documents listed on Exhibit A as “Required Documents”;
---
(e)if this Request relates to Other Pre-Owned Items, Exhibit B hereto sets forth (i) the date of the most recent borrowing base certificate and the borrowing base amount shown thereon, (ii) borrowing base availability as of the date hereof, and (ii) borrowing base availability after the advance request hereby;
---
(f)if this Request relates to Re-Advance Items, Exhibit C hereto sets forth (i) the specific Re-Advance Items supporting such advance, identified by manufacturer, original invoice number, and original invoice date and (ii) the original invoice amount, outstanding amount of Obligations with respect to such Re-Advance Item, and the re-advance amount requested therefor;
---

(g)each Specific Pre-Owned Item, Other Pre-Owned Item and Re-Advance Item, as applicable, is owned by the Dealer identified on the Exhibits attached hereto, free and clear of all Liens, and Agent holds a first and prior Lien on such Collateral as collateral agent for the Lenders pursuant to the Agreement, and such Collateral is in good saleable condition (normal wear and tear excepted); and

(h)The terms and conditions of the Agreement apply to this Request.

Executed this ____ day of _______________, _____.

MarineMax, Inc.,

a Florida corporation

By:

Its:

Typed Name:

Exhibit A to Advance Request Form

Specific Pre-Owned Items

RE: USED TRADE-IN (CIRCLE ONE)

AGENT FOR DEALERS MARINE MAX DEALER NUMBER____________

UNIT LOCATION ___________________________________________________________________________

YEAR ________MAKE/MODEL__________________________________________________

BOAT SERIAL NUMBER______________________________________________________________________

ENGINE MODEL, HORSEPOWER & SERIAL

NADA (ABOS or BUC) LOW WHOLESALE VALUE FOR BOAT & ENGINE $____________VALUE X %

$_____________

DOLLAR AMOUNT OF USED/TRADE REQUEST TO BE ADVANCED $____________________

REQUIRED DOCUMENTS:

*Attach copy of customer contract for trade-in units/bill of sale and proof of payment for used units.

*Attach copy of completed Title Documents(front and rear) evidencing the boat is free and clear of all liens.

*Attach copy of survey/internal condition report

*Attach copy of internal valuation report

*Attach copy of Coast Guard documentation, abstract of title, and bill of sale

Specific Pre-Owned Sublimit$20,000,000 (1)

Outstanding Amount with Respect to Specific

Pre-Owned Items____________________(2)

Amount of Advance Requested

[not > $2,500,000.00]____________________(3)

Outstanding Amount with Respect to Specific Pre-Owned

After Requested Advance

[(2) + (3)]____________________(4)

Specific Pre-Owned Sublimit Availability After

Requested Advance

[(1) – (4)]____________________(5)

Pre-Owned Inventory Sublimit$45,000,000(6)

Outstanding Amount with Respect to Other Pre-Owned

Items ____________________(7)

Outstanding Amount with Respect to Specific Pre-Owned

Items and Other Pre-Owned Items After Requested Advance

[(5) + (7)]____________________(8)

Pre-Owned Inventory Sublimit Availability After

Requested Advance

[(6) – (8)]____________________(9)

Exhibit B to Advance Request Form

Other Pre-Owned Items

Borrowing Base Certificate Date ____________________

Borrowing Base Amount____________________(1)

Other Pre-Owned Sublimit$35,000,000 (2)

Other Pre-Owned Line of Credit

[Lesser of (1) or (2)]____________________(3)

Outstanding Amount with Respect to Other Pre-Owned____________________(4)

Borrowing Base Availability (Payment Required)

[(3) - (4)]____________________(5)

Amount of Advance Requested____________________(6)

Outstanding Amount with Respect to Other Pre-Owned

After Requested Advance

[(4) + (6)]____________________(7)

Percentage of Borrowing Base Amount

[(7) / (1)] (must be ≤ 80% if certificate date not request

date and ≤ 100% if certificate date is request date) ____________________%(8)

Borrowing Base Availability After Requested Advance

[(1) – (7)]____________________(9)

Pre-Owned Inventory Sublimit$45,000,000(10)

Outstanding Amount with Respect to Specific Pre-Owned

Items ____________________(11)

Outstanding Amount with Respect to Specific Pre-Owned

Items and Other Pre-Owned Items After Requested Advance

[(7) + (11)]____________________(12)

Pre-Owned Inventory Sublimit Availability

[(10) – (12)]____________________(13)

Exhibit C to Advance Request Form

Re-Advance Items

DEALER NAME ______________________________________ DEALER NUMBER____________

UNIT LOCATION __________________________________________________________________

MANUFACTURER _________________________________________________________________

BOAT SERIAL NUMBER ____________________________________________________________

BOAT MODEL& SERIAL_________________

ORIGINAL INVOICE NUMBER______________________________

ORIGINAL INVOICE DATE______________________________

ORIGINAL INVOICE AMOUNT______________________________

OUTSTANDING AMOUNT WITH

RESPECT TO RE-ADVANCE ITEM______________________________

RE-ADVANCE AMOUNT REQUESTED______________________________

Re-Advance Sublimit____________________ (1)

Re-Advance Amounts within prior 30 Days____________________(2)

Amount of Advance Requested____________________(3)

Re-Advance Amounts within prior 30 Days After

Requested Advance

[(2) + (3)]____________________(4)

Re-Advance Sublimit Availability After Requested

Advance

[(1) – (4)]____________________(5)

Exhibit B to PTL

Borrowing Base Certificate Form



	MarineMax, Inc.
	440,000,000.00

Pre-owned Inventory with valuations < 750,000.00
	Collateral Total
	-
	-
	-
	-





	Pre-owned Inventory Line of Credit for valuations < 750,000.00

All values are in US Dollars.

	Pre-owned Obligations Outstanding
Borrowing Base Availability (Payment Required)		-

All values are in US Dollars.

This Monthly Inventory Certificate and supporting documentation (collectively, this "Certificate") is delivered in accordance with that certain Fourth Amended and Restated Inventory Financing Agreement (the "Agreement"; capitalized terms used herein and not otherwise defined shall have the same definition as set forth in the Agreement), dated October 26, 2018, between Wells Fargo Commercial Distribution Finance LLC (f/k/a GE Commercial Distribution Finance LLC, as Agent and Lender ("Agent"), the other Lenders party thereto from time to time (along with Agent, the “Lenders”), MarineMax, Inc. (“MarineMax”) and the other Dealers party thereto (collectively, the "Dealers"), as from time to time amended. By executing this Certificate, MarineMax, individually and on behalf of the other Dealers, (a) represents and warrants to Agent and the Lenders that the information contained in this Certificate is true and correct in all material respects and that no Default has occurred, including, but not limited to, violation of any of the financial covenants contained in the Agreement, and (b) hereby ratifies, confirms and affirms all of the terms, conditions and provisions of the Agreement.
Agent:	MarineMax, Inc.
---	---
Signature:
Date:
Exhibit C to PTL<br><br><br>Monthly Inventory Certificate Form<br><br><br><br><br><br><br><br><br>[****]
---

hzo-ex311_7.htm

Exhibit 31.1

CERTIFICATION

I, W. Brett McGill, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of MarineMax, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---
	/s/ W. BRETT McGILL
---	---
	W. Brett McGill
	Chief Executive Officer and President
	(Principal Executive Officer)
Date: January 30, 2020

hzo-ex312_6.htm

Exhibit 31.2

CERTIFICATION

I, Michael H. McLamb, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of MarineMax, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---
	/s/ MICHAEL H. MCLAMB
---	---
	Michael H. McLamb
	Chief Financial Officer
	(Principal Financial Officer)
Date: January 30, 2020

hzo-ex321_9.htm

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of MarineMax, Inc., (the “Company”) on Form 10-Q for the quarterly period ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, W. Brett McGill, Chief Executive Officer of the Company, certify, to my best knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
---	---
	/s/ W. BRETT McGILL
---	---
	W. Brett McGill
	Chief Executive Officer
Date: January 30, 2020

hzo-ex322_8.htm

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of MarineMax, Inc., (the “Company”) on Form 10-Q for the quarterly period ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael H. McLamb, Chief Financial Officer of the Company, certify, to my best knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
---	---
	/s/ MICHAEL H. MCLAMB
---	---
	Michael H. McLamb
	Chief Financial Officer
Date: January 30, 2020

MARINEMAX, INC. AND SUBSIDIARIES

Table of Contents

MARINEMAX, INC. AND SUBSIDIARIES

Impairment of Long-Lived Assets

Recent Accounting Pronouncements

Impact of Seasonality and Weather on Operations

Changes in Internal Controls

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

SIGNATURES