þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011. |
Delaware
(State or Other Jurisdiction of Incorporation or Organization) |
59-3496957
(I.R.S. Employer Identification Number) |
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18167 U.S. Highway 19 North, Suite 300 | ||
Clearwater, Florida | 33764 | |
(Address of Principal Executive Offices) | (ZIP Code) |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
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Exhibit 10.21(j) | ||||||||
Exhibit 10.21(k) | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT | ||||||||
EX-101 DEFINITION LINKBASE DOCUMENT |
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ITEM 1.
Three Months Ended
Nine Months Ended
June 30,
June 30,
2010
2011
2010
2011
$
115,383
$
153,171
$
325,948
$
361,117
80,829
114,088
245,217
271,657
34,554
39,083
80,731
89,460
33,340
35,224
92,600
93,111
1,214
3,859
(11,869
)
(3,651
)
702
837
3,223
2,516
512
3,022
(15,092
)
(6,167
)
333
19,419
333
$
512
$
3,355
$
4,327
$
(5,834
)
$
0.02
$
0.15
$
0.20
$
(0.26
)
$
0.02
$
0.15
$
0.19
$
(0.26
)
22,077,086
22,439,702
21,951,424
22,335,881
22,793,218
23,103,280
22,612,105
22,335,881
Table of Contents
September 30,
June 30,
2010
2011
$
16,539
$
27,043
22,774
21,504
188,724
200,944
7,464
5,428
235,501
254,919
99,705
101,827
1,554
1,194
$
336,760
$
357,940
$
7,002
$
10,958
5,412
8,672
24,724
26,997
93,844
105,212
130,982
151,839
3,748
6,210
134,730
158,049
23
23
206,548
210,243
11,269
5,435
(15,810
)
(15,810
)
202,030
199,891
$
336,760
$
357,940
Table of Contents
Additional
Total
Common Stock
Paid-in
Retained
Treasury
Stockholders
Shares
Amount
Capital
Earnings
Stock
Equity
22,938,938
$
23
$
206,548
$
11,269
$
(15,810
)
$
202,030
(5,834
)
(5,834
)
81,615
488
488
60,389
(191
)
(191
)
146,220
748
748
13,079
2,650
2,650
23,240,241
$
23
$
210,243
$
5,435
$
(15,810
)
$
199,891
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
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Table of Contents
Weighted
Weighted
Average
Shares
Aggregate
Average
Remaining
Available
Options
Intrinsic Value
Exercise
Contractual
for Grant
Outstanding
(in thousands)
Price
Life
614,089
2,101,881
$
3,713
$
10.27
6.8
1,000,000
(443,350
)
443,350
$
7.61
92,101
(92,101
)
$
11.12
(62,393
)
17,126
(146,220
)
$
5.12
1,217,573
2,306,910
$
5,641
$
10.06
6.8
1,702,263
$
4,498
$
10.92
6.2
Table of Contents
Three Months Ended
Nine Months Ended
June 30,
June 30,
2010
2011
2010
2011
0.0
%
0.0
%
0.0
%
0.0
%
2.4
%
0.7
%
2.3
%
1.3
%
86.2
%
107.4
%
85.8
%
94.9
%
5.0 years
3.0 years
5.0 years
4.4 years
Three Months Ended
Nine Months Ended
June 30,
June 30,
2010
2011
2010
2011
0.0
%
0.0
%
0.0
%
0.0
%
0.2
%
0.2
%
0.2
%
0.2
%
61.4
%
40.5
%
71.3
%
53.1
%
six months
six months
six months
six months
Table of Contents
Weighted
Average Grant
Shares
Date Fair Value
434,169
$
18.31
62,393
$
7.59
(189,827
)
$
22.63
(17,126
)
$
13.86
289,609
$
13.43
Three Months Ended
Nine Months Ended
June 30,
June 30,
2010
2011
2010
2011
22,077,086
22,439,702
21,951,424
22,335,881
716,132
663,578
660,681
22,793,218
23,103,280
22,612,105
22,335,881
Table of Contents
ITEM 2.
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
ITEM 3.
ITEM 4.
Table of Contents
23
Table of Contents
24
OTHER INFORMATION
ITEM 1.
ITEM 1A.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 5.
ITEM 6.
10.21(j)
10.21(k)
31.1
31.2
32.1
32.2
101.INS
101.SCH
101.CAL
101.LAB
101.PRE
101.DEF
*
Table of Contents
25
MARINEMAX, INC.
August 5, 2011
By:
/s/ Michael H. McLamb
Michael H. McLamb
Executive Vice President,
Chief Financial Officer, Secretary, and Director
(Principal Accounting and Financial Officer)
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MARINEMAX, INC. | ||||
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By:
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/s/ Kurt M. Frahn
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Title: Vice President of Finance, | |||
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Treasurer and Assistant Secretary | |||
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MARINEMAX EAST, INC. | ||||
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By:
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/s/ Kurt M. Frahn
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Title: Assistant Secretary |
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MARINEMAX SERVICES, INC. | ||||
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By:
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/s/ Kurt M. Frahn
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Title: Assistant Secretary | |||
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MARINEMAX NORTHEAST, LLC | ||||
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By:
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/s/ Kurt M. Frahn
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Title: Assistant Secretary | |||
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BOATING GEAR CENTER, LLC | ||||
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By: MARINEMAX EAST, INC., the sole member of Boating | ||||
Gear Center, LLC | ||||
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By:
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/s/ Kurt M. Frahn
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Title: Assistant Secretary | |||
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US LIQUIDATORS, LLC | ||||
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By:
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/s/ Kurt M. Frahn
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Title: Assistant Secretary | |||
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NEWCOAST FINANCIAL SERVICES, LLC | ||||
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By:
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/s/ Kurt M. Frahn
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Title: Assistant Secretary |
7
CDF: | ||||
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GE COMMERCIAL DISTRIBUTION | ||||
FINANCE CORPORATION | ||||
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By:
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/s/ Michael McKay
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Title: Credit Director |
8
Dealer Rate:
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The effective dealer interest rate for any month (after the manufacturer subsidy period expires, if applicable) shall be the One month LIBOR rate (as defined in the Inventory Financing Agreement) plus 3.83%. | |
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Dealer Rate shall be the same for both new and pre-owned inventory. | |
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The Dealer Rate will be recalculated monthly based on changes in the One month LIBOR rate as outlined above. |
Floorplan Advance Rate:
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For new inventory (other than inventory financed by CDF in connection with the Initial Advances), 100% of invoice amount, including freight (if included on original invoice). For new inventory financed by CDF in connection with the Payoff Advance, such percentage, as CDF and Dealers may agree in writing for each such unit of inventory, of the result of (a) invoice amount, less (b) any curtailment amounts that would have been required to be made with respect to such units if CDF had financed 100% of the original invoice amount with respect to such units on or about the applicable invoice date. For new inventory financed by CDF in connection with the [****], 100% of the result of (1) invoice amount, less (2) any curtailment amounts that would have been required to be made with respect to such units if CDF had financed 100% of the original invoice amount with respect to such units on or about the applicable invoice date. In each case, subject to Availability. As used herein, Availability shall mean (i) the lesser of (a) the Maximum Credit Amount and (b) at any time the aggregate outstanding amount of Obligations is less than $100,000,000.00, 100% of total eligible inventory shown on the most recent inventory certificate or, at any time the aggregate outstanding amount of Obligations is equal to or greater than $100,000,000.00, 90% of total eligible inventory shown on such inventory certificate, (ii) minus the outstanding amount of Approvals, (iii) minus the aggregate outstanding amount of Obligations (as each such term is defined in the Inventory Financing Agreement). If Availability is negative at any time, then immediate payment shall be required of amount sufficient to cause Availability to be equal to or greater than $0. |
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Pre-owned (trade in or used inventory) advances will be as follows, subject to Availability, the Pre-owned Inventory Sublimit, the Specific Pre-Owned Sublimit, and the Other Pre-Owned Sublimit (each as defined in the Inventory Financing Agreement): | |
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75% NADA (based on low NADA Value) Day 1 (Day 1 as used herein shall mean Acquisition Date) through Day 180 (after Acquisition Date); 67% Day 181 (after Acquisition Date) through Day 360 (after Acquisition Date); 0% Day 361+ (after Acquisition Date). | |
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All models of pre-owned inventory are eligible provided fair market values can be determined via NADA, Yachtworld.com, or survey. | |
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Internal condition and valuation methodology required on all units > $500,000.00 (Specific Pre-Owned Items). If valuation of any Specific Pre-Owned Item exceeds [****], CDF advances in excess of [****] for such Specific Pre-Owned Item shall be in CDFs discretion. | |
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Trade in units < $500,000.00 value will be financed on a borrowing base calculated as the aggregate of the pre-owned advance rates multiplied by the applicable low NADA Values of such pre-owned inventory. | |
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Borrowing base certificate in the form attached hereto as Exhibit B required to be submitted on the date hereof and monthly by the 5 th day of the month based on preceding month end balances of pre-owned inventory. Month-end borrowing base certificate can be used to borrow up to 80% of eligible borrowing base for that calendar month, subject to Availability, the Pre-Owned Inventory Sublimit and the Other Pre-Owned Sublimit. Any request for advances > 80% of prior month-end borrowing base requires submission of an updated borrowing base and such advances shall be limited to 100% of updated borrowing base, subject to Availability, the Pre-Owned Inventory Sublimit and the Other Pre-Owned Sublimit. | |
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If any unit (new or pre-owned) remains at a location other than a Permitted Location for more than 30 days, then immediate payment shall be required of the full principal amount of the Obligations owed with respect to such unit. If the aggregate value of units at locations other than Permitted Locations (excluding boat shows) exceeds $5,000,000.00 at any time, then immediate payment shall be required of the Obligations with respect to such units in an aggregate amount equal to such excess. In addition, if a material adverse change results in the reduction of the value of the Collateral in an aggregate amount exceeding $250,000.00, then immediate payment shall be required of the Obligations with respect to such Collateral in an amount equal to such excess; provided that, if such reduction of value is the subject of an insurance claim payable to CDF as loss payee, then immediate payment of such excess amount shall only be required to the extent it exceeds the claim amount (net of any deductible) and payment of the remainder of such excess shall not be required until the earlier of (i) receipt of such insurance proceeds, if any, or the rejection or denial of such claim or any portion thereof and (ii) 30 days (or such later date as CDF may agree in writing) after such loss or damage. |
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MARINEMAX, INC. | ||||
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By:
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/s/ Kurt M. Frahn
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Title: Vice President of Finance, | |||
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Treasurer and Assistant Secretary | |||
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MARINEMAX EAST, INC. | ||||
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||||
By:
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/s/ Kurt M. Frahn
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Title: Assistant Secretary | |||
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||||
MARINEMAX SERVICES, INC. | ||||
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||||
By:
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/s/ Kurt M. Frahn
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Title: Assistant Secretary | |||
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MARINEMAX NORTHEAST, LLC | ||||
|
||||
By:
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/s/ Kurt M. Frahn
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Title: Assistant Secretary |
5
BOATING GEAR CENTER, LLC
|
||||
By: MARINEMAX EAST, INC., the sole member of Boating | ||||
Gear Center, LLC | ||||
|
||||
By:
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/s/ Kurt M. Frahn
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|||
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Title: Assistant Secretary | |||
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||||
US LIQUIDATORS, LLC | ||||
|
||||
By:
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/s/ Kurt M. Frahn
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|||
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Title: Assistant Secretary | |||
|
||||
NEWCOAST FINANCIAL SERVICES, LLC | ||||
|
||||
By:
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/s/ Kurt M. Frahn
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|||
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Title: Assistant Secretary |
6
CDF: | ||||
|
||||
GE COMMERCIAL DISTRIBUTION | ||||
FINANCE CORPORATION | ||||
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||||
By:
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/s/ Michael McKay
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Title: Credit Director |
7
1. |
I have reviewed this quarterly report on Form 10-Q of MarineMax, Inc.;
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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 registrants 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;
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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 registrants 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
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d) |
Disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter
(the registrants fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrants
internal control over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrants
auditors and the audit committee of the registrants 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 registrants ability to record, process, summarize and report
financial information; and
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b) |
Any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrants internal control over financial
reporting.
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/s/ WILLIAM H. MCGILL JR.
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|||
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Chief Executive Officer | |||
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(Principal Executive Officer) |
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 registrants 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 registrants 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 registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter
(the registrants fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrants
internal control over financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrants
auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial
reporting.
|
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/s/ MICHAEL H. MCLAMB
|
|||
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Chief Financial Officer | |||
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(Principal Financial Officer) |
(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/ WILLIAM H. MCGILL JR.
|
|||
|
Chief Executive Officer |
(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
|
|||
|
Chief Financial Officer |