MARINEMAX INC (Form: 10-Q, Received: 02/01/2022 16:05:15)

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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, 2021.

Commission File Number. 1-14173

MARINEMAX, INC.

(Exact Name of Registrant as Specified in Its Charter)

Florida	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 27, 2022 was 21,919,184 .

MARINEMAX, INC. AND SUBSIDIARIES

Table of Contents

Item No.		Page

PART I. FINANCIAL INFORMATION
1.	Financial Statements (Unaudited):
	Condensed Consolidated Statements of Operations for the Three Months Ended December 31, 2020 and 2021	3
	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended December 31, 2020 and 2021	4
	Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2021	5
	Condensed Consolidated Statements of Shareholders’ Equity for the Three Months Ended December 31, 2020 and 2021	6
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2020 and 2021	7
	Notes to Condensed Consolidated Financial Statements	8

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

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	25
4.	Mine Safety Disclosures	25
5.	Other Information	25
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

PART I. FINANCIAL INFORMATION

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,
	2020		2021
Revenue	$	411,524	$	472,691
Cost of sales		288,123		305,492
Gross profit		123,401		167,199

Selling, general, and administrative expenses		91,417		119,997
Income from operations		31,984		47,202

Interest expense		1,268		637
Income before income tax provision		30,716		46,565

Income tax provision		7,116		10,622
Net income	$	23,600	$	35,943

Basic net income per common share	$	1.07	$	1.64

Diluted net income per common share	$	1.04	$	1.59

Weighted average number of common shares used in computing net income per common share:

Basic		22,025,898		21,899,264
Diluted		22,745,125		22,663,694

See accompanying Notes to Condensed Consolidated Financial Statements.

MARINEMAX, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(Amounts in thousands)

(Unaudited)

	Three Months Ended
	December 31,
	2020			2021
Net income	$	23,600		$	35,943

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		1,115			(489	)
Interest rate swap contract		(195	)		93
Total other comprehensive income (loss), net of tax		920			(396	)

Comprehensive income	$	24,520		$	35,547

See accompanying Notes to Condensed Consolidated Financial Statements.

MARINEMAX, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Amounts in thousands, except share data)

(Unaudited)

	September 30,			December 31,
	2021			2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	222,192		$	216,315
Accounts receivable, net		47,651			39,468
Inventories, net		230,984			325,396
Prepaid expenses and other current assets		16,692			16,736
Total current assets		517,519			597,915
Property and equipment, net of accumulated depreciation of $97,814 and $102,155		175,463			217,513
Operating lease right-of-use assets, net		104,901			101,835
Goodwill and other intangible assets, net		201,122			247,116
Other long-term assets		8,818			10,757
Total assets	$	1,007,823		$	1,175,136
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	25,739		$	27,244
Contract liabilities (customer deposits)		100,660			144,550
Accrued expenses		86,594			81,437
Short-term borrowings		23,943			113,461
Current maturities on long-term debt		3,587			3,587
Current operating lease liabilities		10,570			9,641
Total current liabilities		251,093			379,920
Long-term debt, net of current maturities		47,498			46,623
Noncurrent operating lease liabilities		96,956			94,913
Deferred tax liabilities, net		9,268			13,161
Other long-term liabilities		8,116			7,167
Total liabilities		412,931			541,784
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
Preferred stock, $.001 par value, 1,000,000 shares authorized, none issued or outstanding as of September 30, 2021 and December 31, 2021		—			—
Common stock, $.001 par value, 40,000,000 shares authorized, 28,588,863 and 28,743,957 shares issued and 21,821,842 and 21,976,936 shares outstanding as of September 30, 2021 and December 31, 2021, respectively		29			29
Additional paid-in capital		288,901			291,814
Accumulated other comprehensive income		648			252
Retained earnings		432,678			468,621
Treasury stock, at cost, 6,767,021 shares held as of September 30, 2021 and December 31, 2021		(127,364	)		(127,364	)
Total shareholders’ equity		594,892			633,352
Total liabilities and shareholders’ equity	$	1,007,823		$	1,175,136

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 Other								Total
	Common Stock				Paid-in			Comprehensive			Retained		Treasury			Shareholders’
	Shares		Amount		Capital			Income			Earnings		Stock			Equity
BALANCE, September 30, 2021		28,588,863	$	29	$	288,901		$	648		$	432,678	$	(127,364	)	$	594,892
Net income		—		—		—			—			35,943		—			35,943
Shares issued pursuant to employee stock purchase plan		22,399		—		924			—			—		—			924
Shares issued upon vesting of equity awards, net of minimum tax withholding		111,011		—		(1,429	)		—			—		—			(1,429	)
Shares issued upon exercise of stock options		21,000		—		155			—			—		—			155
Stock-based compensation		684		—		3,263			—			—		—			3,263
Other comprehensive loss		—		—		—			(396	)		—		—			(396	)
BALANCE, December 31, 2021		28,743,957	$	29	$	291,814		$	252		$	468,621	$	(127,364	)	$	633,352

					Additional			Accumulated Other							Total
	Common Stock				Paid-in			Comprehensive		Retained		Treasury			Shareholders’
	Shares		Amount		Capital			Income		Earnings		Stock			Equity
BALANCE, September 30, 2020		28,130,312	$	28	$	280,436		$	829	$	277,699	$	(103,595	)	$	455,397
Net income		—		—		—			—		23,600		—			23,600
Shares issued pursuant to employee stock purchase plan		83,572		—		740			—		—		—			740
Shares issued upon vesting of equity awards, net of minimum tax withholding		121,303		—		(871	)		—		—		—			(871	)
Shares issued upon exercise of stock options		56,746		—		783			—		—		—			783
Stock-based compensation		1,777		—		2,013			—		—		—			2,013
Other comprehensive income		—		—		—			920		—		—			920
BALANCE, December 31, 2020		28,393,710	$	28	$	283,101		$	1,749	$	301,299	$	(103,595	)	$	482,582

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,
	2020			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	23,600		$	35,943
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization		3,814			4,496
Deferred income tax provision		1,402			(91	)
Loss (gain) on sale of property and equipment		98			(48	)
Stock-based compensation expense		2,013			3,263
(Increase) decrease in, net of effects of acquisitions —
Accounts receivable, net		2,123			10,750
Inventories, net		(38,572	)		(70,265	)
Prepaid expenses and other assets		(1,956	)		358
(Decrease) increase in, net of effects of acquisitions —
Accounts payable		(16,520	)		(118	)
Contract liabilities (customer deposits)		16,134			26,576
Accrued expenses and other liabilities		(4,975	)		(2,785	)
Net cash (used in) provided by operating activities		(12,839	)		8,079
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(7,045	)		(23,856	)
Cash used in acquisition of businesses, net of cash acquired		(48,261	)		(67,071	)
Purchases of investments		—			(1,750	)
Proceeds from sale of property and equipment		129			99
Net cash used in investing activities		(55,177	)		(92,578	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (payments) borrowings on short-term borrowings		(11,492	)		86,088
Proceeds from long-term debt		46,375			—
Payments for long-term debt		(377	)		(875	)
Payments for debt issuance costs		(910	)		—
Contingent acquisition consideration payments		—			(3,000	)
Net proceeds from issuance of common stock under incentive compensation and employee purchase plans		1,523			1,079
Payments on tax withholdings for equity awards		(2,024	)		(4,296	)
Net cash provided by financing activities		33,095			78,996
Effect of exchange rate changes on cash		367			(374	)
NET DECREASE IN CASH AND CASH EQUIVALENTS		(34,554	)		(5,877	)
CASH AND CASH EQUIVALENTS, beginning of period		155,493			222,192
CASH AND CASH EQUIVALENTS, end of period	$	120,939		$	216,315
Supplemental disclosures of cash flow information:
Cash paid for:
Interest	$	1,095		$	573
Income taxes		2,388			103
Non-cash items:
Contingent consideration liabilities from acquisitions		8,200			6,030

See accompanying Notes to Condensed Consolidated Financial Statements.

MARINEMAX, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1.	COMPANY BACKGROUND:

We believe we are the largest recreational boat and yacht retailer and superyacht services company in the world. 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, 2021, we operated through 79 retail locations in 21 states, consisting of Alabama, California, Connecticut, Florida, Georgia, Illinois, Maryland, Massachusetts, Michigan, Minnesota, Missouri, New Jersey, New York, North Carolina, Ohio, Oklahoma, Rhode Island, South Carolina, Texas, Washington, and Wisconsin. Our MarineMax Vacations operation maintains a facility in Tortola, British Virgin Islands. We also own Fraser Yachts Group and Northrop & Johnson, leading superyacht brokerage and luxury yacht services companies with operations in multiple countries. Cruisers Yachts, a wholly-owned MarineMax subsidiary, manufactures sport yacht and yachts with sales through our select retail dealership locations and through independent dealers. Intrepid Powerboats (“Intrepid”) is recognized as a world class producer of customized boats, carefully reflecting the unique desires of each individual owner.

We are the largest retailer of Sea Ray and Boston Whaler recreational boats which are manufactured by Brunswick Corporation (“Brunswick”). Sales of new Brunswick boats accounted for approximately 27% of our revenue in fiscal 2021. Sales of new Sea Ray and Boston Whaler boats, both divisions of Brunswick, accounted for approximately 11% and 13%, respectively, of our revenue in fiscal 2021. Brunswick is a world leading manufacturer of marine products and marine engines.

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. The agreements for Sea Ray and Boston Whaler products, respectively, appoint us as the exclusive dealer of Sea Ray and Boston Whaler boats, respectively, in our geographic markets. In addition, we are the exclusive dealer for Azimut Yachts for the entire United States. Sales of new Azimut yachts accounted for approximately 10% of our revenue in fiscal 2021. 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.

In November 2021, we acquired Intrepid, a premier manufacturer of powerboats, and Texas Marine Holdings (“Texas MasterCraft”), a premier watersports dealer in Northern Texas. Intrepid is recognized as a world class producer of customized boats, carefully reflecting the unique desires of each individual owner. Texas MasterCraft specializes in ski and wakeboard boats. The activity of Intrepid is included in our Product Manufacturing segment. The activity of Texas MasterCraft is included in our Retail Operations segment.

From March 2020 through June 2020, we temporarily closed certain departments or locations based on guidance from local government or health officials as a result of the COVID-19 pandemic. We are following guidelines to ensure we are safely operating as recommended. As the COVID-19 pandemic is complex and evolving rapidly with many unknowns, the Company will continue to monitor ongoing developments and respond accordingly. Management expects its business, across all of its geographies, will be impacted to some degree, but the significance of the impact of the COVID-19 pandemic on the Company’s business and the duration for which it may have an impact cannot be determined at this time.

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 54% and 50% of our revenue during fiscal 2020 and 2021, 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 would likely 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 continue to explore opportunities 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, 2021. Accordingly, these Unaudited Condensed Consolidated Financial Statements do not include all of the information and footnote disclosures 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. The operating results for the three months ended December 31, 2021, 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, and valuation of long-lived assets. Actual results could differ from those estimates.

Effective May 2, 2021, our reportable segments changed as a result of the Company’s acquisition of Cruisers Yachts, which changed management’s reporting structure and operating activities. We now report our operations through two new reportable segments: Retail Operations and Product Manufacturing. The change in reportable segments had no impact on the Company’s previously reported historical consolidated financial statements. Where applicable, all prior periods presented have been revised to conform to the change in reportable segments. See Note 18.

All references to the “Company,” “our company,” “we,” “us,” and “our” mean, as a combined company, MarineMax, Inc. and the 32 recreational boat dealers, four boat brokerage operations, two full-service yacht repair operations, and two manufacturers acquired as of December 31, 2021 (the “acquired dealers,” and together with the brokerage and repair operations, “operating subsidiaries” or the “acquired companies”).

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 October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, which requires contract assets and contract liabilities (i.e., unearned revenue) acquired in a business combination to be recognized and measured in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. This guidance is effective for interim and annual periods beginning after December 15, 2022. We are currently evaluating the impact that this standard will have on our consolidated financial statements.

4.	FAIR VALUE MEASUREMENTS:

The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

Level 2 - Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 - Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

The following tables summarize the Company’s financial assets and liabilities measured at fair value in the accompanying Unaudited Condensed Consolidated Balance Sheets:

	December 31, 2021
	Level 1		Level 2		Level 3		Total
	(Amounts in thousands)
Assets:
Interest rate swap contract	$	—	$	273	$	—	$	273
Liabilities:
Contingent consideration liabilities	$	—	$	—	$	15,504	$	15,504

	September 30, 2021
	Level 1		Level 2		Level 3		Total
	(Amounts in thousands)
Assets:
Interest rate swap contract	$	—	$	150	$	—	$	150
Liabilities:
Contingent consideration liabilities	$	—	$	—	$	12,364	$	12,364

There were no transfers between the valuation hierarchy Levels 1, 2, and 3 for the three months ended December 31, 2020, and 2021.

The fair value of the Company’s interest rate swap contract is calculated as the present value of expected future cash flows, determined on the basis of forward interest rates and present value factors. The inputs to the fair value measurements reflect Level 2 inputs. The interest rate swap contract balance is included in other long-term assets in the accompanying Unaudited Condensed Consolidated Balance Sheets. The interest rate swap contract is designated as a cash flow hedge with changes in fair value reported in other comprehensive income in the accompanying Unaudited Condensed Consolidated Statements of Comprehensive Income.

We estimate the fair value of our contingent consideration liabilities using a probability-weighted discounted cash flow model. The contingent consideration liabilities are estimated based on forecasted pre-tax earnings as a base scenario (among other assumptions) subject to a Monte Carlo simulation. The fair value of the contingent consideration liabilities, which reflect Level 3 inputs, is reassessed on a quarterly basis. The contingent consideration liabilities balance is included in accrued expenses and other long-term liabilities in the accompanying Unaudited Condensed Consolidated Balance Sheets. Changes in fair value and net present value of the contingent consideration liabilities are included in selling, general, and administrative expenses in the accompanying Unaudited Condensed Consolidated Statements of Operations.

The following table sets forth the changes in fair value of our contingent consideration liabilities, which reflect Level 3 inputs, for the three months ended December 31, 2020 and 2021:

	Contingent Consideration Liabilities
	2020		2021
	(Amounts in thousands)
Beginning balance - September 30,	$	2,960	$	12,364
Additions from business acquisitions		8,200		6,030
Settlement of contingent consideration liabilities		—		(3,000	)
Change in fair value and net present value of contingency		118		110
Ending balance - December 31,	$	11,278	$	15,504

We determined the carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, short-term borrowings, and the revolving mortgage facility approximate their fair values because of the nature of their terms and current market rates of these instruments. The fair value of our mortgage facilities, which are not carried at fair value in the accompanying Unaudited Condensed Consolidated Balance Sheets, was determined using Level 2 inputs based on the discounted cash flow method. We estimate the fair value of our mortgage facilities using a present value technique based on current market interest rates for similar types of financial instruments that reflect Level 2 inputs. The following table summarizes the carrying value and fair value of our mortgage facilities as of September 30, 2021 and December 31, 2021:

	September 30, 2021				December 31, 2021
	Fair Value		Carrying Value		Fair Value		Carrying Value
	(Amounts in thousands)
Mortgage facility payable to Flagship Bank	$	6,872	$	6,899	$	6,721	$	6,777
Mortgage facility payable to Seacoast National Bank		17,529		17,675		17,346		17,380
Mortgage facility payable to Hancock Whitney Bank		27,089		27,106		26,500		26,627

5.	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 of the boat, motor, and trailer by the customer and the satisfaction of our performance obligations. The transaction price is determined with the customer at the time of sale. Customers may trade in a used boat to apply toward the purchase of a new or used boat. The trade-in is a type of noncash consideration measured at fair value, based on external and internal observable and unobservable market data and applied as payment to the contract price for the purchased boat. At the time of acceptance, the customer is able to direct the use of, and obtain substantially all of, the benefits of the boat, motor, or trailer. 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 by 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, 2021, 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, because 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 $5.7 million and $6.1 million as of September 30, 2021 and December 31, 2021, respectively.

We recognize revenue from the sale of our manufactured yachts when control of the yacht is transferred to the dealer, which is generally upon acceptance by the dealer. At the time of acceptance, the dealer is able to direct the use of, and obtain substantially all of the benefits of, the yacht. We have elected to record shipping and handling activities that occur after the dealer has obtained control of the yacht as a fulfillment activity.

Contract liabilities primarily consist of customer deposits. We recognize contract liabilities (customer deposits) as revenue at the time of acceptance and the transfer of control to the customers.

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,

	Retail Operations						Product Manufacturing
	2020			2021			2020		2021
Goods and services transferred at a point in time		90.5	%		89.5	%		—		100.0	%
Goods and services transferred over time		9.5	%		10.5	%		—		—
Revenue		100.0	%		100.0	%		—		100.0	%

LEASES:

Substantially all of the leases that we enter into are real estate leases. We lease numerous facilities relating to our operations, including showrooms, display lots, marinas, 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, 2021, the weighted-average remaining lease term for our leases was approximately 13 years. All of our leases are classified as operating leases, which are included as ROU assets and operating lease liabilities in the accompanying Unaudited Condensed Consolidated Balance Sheets. For the three months ended December 31, 2020 and 2021, operating lease expenses recorded in selling, general, and administrative expenses were approximately $5.8 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 by a fixed rate or changes in an index. The fixed payments, including the effects of changes in the fixed rate or amount, and renewal options reasonably certain to be exercised, are included in the measurement of 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 right of use assets and

lease liabilities. The depreciable life of assets and leasehold improvements are limited by the expected lease term, which includes renewal options reasonably certain 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, 2021, the weighted-average discount rate used was approximately 5.6%.

As of December 31, 2021, maturities of lease liabilities by fiscal year are summarized as follows:

	(Amounts in thousands)
2022	$	11,383
2023		14,171
2024		12,794
2025		10,626
2026		10,052
Thereafter		89,167
Total lease payments		148,193
Less: interest		(43,639	)
Present value of lease liabilities	$	104,554

Supplemental cash flow information related to leases was as follows:

	Three Months Ended
	December 31,
	2020		2021
	(Amounts in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	4,296	$	4,085
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	70,275	$	1,775

7.	INVENTORIES:

Inventories are stated at the lower of cost or net realizable value. The cost of inventories purchased from our vendors consist of the amount paid to acquire the inventory, net of vendor consideration and purchase discounts, the cost of equipment added, reconditioning costs, inventory deposits, and transportation costs relating to acquiring inventory for sale. Trade-in used boats are initially recorded at fair value and adjusted for reconditioning and other costs. The cost of inventories that are manufactured by the Company consist of material, labor, and manufacturing overhead. Unallocated overhead and abnormal costs are expensed as incurred. New and used boats, motors, and trailers inventories are accounted for on a specific identification basis. Raw materials and parts, accessories, and other inventories are accounted for on an average cost basis. We utilize our historical experience, the aging of the inventories, and our consideration of current market trends as the basis for determining a lower of cost or net realizable value. 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, 2021 and December 31, 2021, our valuation allowance for new and used boat, motor, and trailer inventories was $0.4 million and $0.5 million, respectively. If events occur and market conditions change, causing the fair value to fall below carrying value, the valuation allowance could increase.

Inventories, net consisted of the following as of:

	September 30, 2021		December 31, 2021
	(Amounts in thousands)
New and used boats, motors, and trailers	$	193,888	$	267,316
Parts, accessories, and other		13,779		15,666
Work-in-process		11,358		19,161
Raw materials		11,959		23,253
Inventories, net	$	230,984	$	325,396

8.	IMPAIRMENT OF LONG-LIVED ASSETS:

FASB ASC 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 (or asset group) is measured by comparison of its carrying amount to undiscounted future net cash flows the asset (or asset group) is expected to generate over the remaining life of the asset (or asset group). 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 (or asset group) 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. Based upon our most recent analysis, we believe no impairment of long-lived assets existed as of December 31, 2021.

GOODWILL:

We account for acquisitions in accordance with FASB ASC 805, “Business Combinations” (“ASC 805”), and goodwill in accordance with ASC 350, “Intangibles — Goodwill and Other” (“ASC 350”). For business combinations, the excess of the purchase price over the estimated fair value of net assets acquired in a business combination is recorded as goodwill.

In November 2021, we completed acquisitions for Intrepid, a premier manufacturer of powerboats, and Texas MasterCraft, a watersports dealer in Northern Texas for aggregate consideration of approximately $67.1 million (net of cash acquired of $9.4 million), including estimated contingent consideration of $6.0 million. Tangible assets acquired, net of liabilities and cash acquired, totaled approximately $20.3 million; intangible assets acquired totaled $7.3 million; and total goodwill recognized was approximately $39.5 million. Approximately $10.6 million of goodwill related to the acquisitions, wholly attributable to Texas MasterCraft, is deductible for tax purposes. Purchase price allocations are preliminary pending receipt of final valuation analyses of certain assets from our valuation advisor.

In July 2021 we purchased Nisswa Marine a full-service dealer located in Nisswa, Minnesota. In May 2021, we purchased Cruisers Yachts, a manufacturer of sport yacht and yachts with sales through our select retail dealership locations and through independent dealers, and is recognized as one of the world’s premier manufacturers of premium sport yacht and yachts. In October 2020, we purchased SkipperBud’s, one of the largest boat sales, brokerage, service and marina/storage groups in the United States.

In total, current and previous acquisitions have resulted in the recording of $201.1 million and $247.1 million in goodwill and other intangible assets as of September 30, 2021 and December 31, 2021, respectively. In accordance with ASC 350, we test 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 third fiscal quarter. If the carrying amount of a reporting unit’s goodwill exceeds its fair value we recognize an impairment loss in accordance with ASC 350. As of December 31, 2021, 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.

The following table sets forth the changes in carrying amount of goodwill by reportable segment during the three months ended December 31, 2021:

	Retail Operations			Product Manufacturing		Total
	(Amounts in thousands)
Balance as of September 30, 2021	$	155,429		$	40,134	$	195,563
Goodwill acquired		10,612			28,900		39,512
Foreign currency translation		(317	)		—		(317	)
Balance as of December 31, 2021	$	165,724		$	69,034	$	234,758

10.	INCOME TAXES:

We account for income taxes in accordance with FASB ASC 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.

During the three months ended December 31, 2020 and 2021, we recognized an income tax provision of $7.1 million and $10.6 million, respectively. The effective income tax rate for the three months ended December 31, 2020 and 2021 was 23.2% and 22.8%, respectively.

11.	SHORT-TERM BORROWINGS AND LONG-TERM DEBT:

Short-term Borrowings

In May 2020, we entered into a Loan and Security Agreement, which was subsequently amended in July 2021 (as amended to date, the “Credit Facility”), with Wells Fargo Commercial Distribution Finance LLC, M&T Bank, Bank of the West, and Truist Bank. The Credit Facility provides the Company a line of credit with asset based borrowing availability of up to $500.0 million for working capital and inventory financing, with the amount permissible pursuant to a borrowing base formula. The Credit Facility expires in July 2024, subject to extension for two one-year periods, with lender approval.

The 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 Credit Facility is 345 basis points plus the greater of 75 basis points or the one-month LIBOR. The Credit Facility allows for the transition of the benchmark interest rate used from LIBOR to the Secured Overnight Finance Rate (“SOFR”). There is an unused line fee of ten basis points on the unused portion of the Credit Facility. As of December 31, 2021, we were in compliance with all covenants under the Credit Facility.

New inventory borrowing eligibility will generally mature 1,080 days from the original invoice date. Used inventory borrowing eligibility will generally mature 361 days from the date we acquire the used inventory. The collateral for the Credit Facility is all of our personal property with certain limited exceptions. None of our real estate has been pledged for collateral for the Credit Facility.

As of December 31, 2021, our indebtedness associated with financing our inventory and working capital needs totaled approximately $113.7 million and included unamortized debt issuance costs of approximately $0.2 million. As of December 31, 2020 and 2021, the interest rate on the outstanding short-term borrowings was approximately 4.20%. As of December 31, 2021, our additional available borrowings under our Credit Facility were approximately $19.4 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.

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. However, we rely on our 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 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 Credit Facility to fund our operations. Any inability to utilize our 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.

Long-term Debt

The below table summarizes the Company's long-term debt.

	September 30, 2021			December 31, 2021
	(Amounts in thousands)
Mortgage facility payable to Flagship Bank bearing interest at 2.25% as of December 31, 2021 (prime minus 100 basis points with a floor of 2.00%). Requires monthly principal and interest payments with a balloon payment of approximately $4.0 million due August 2027.	$	6,899		$	6,777
Mortgage facility payable to Seacoast National Bank bearing interest at 3.00% as of December 31, 2021 (greater of 3.00% or prime minus 62.5 basis points). Requires monthly interest payments for the first year and then monthly principal and interest payments with a balloon payment of approximately $6.0 million due September 2031.		17,675			17,380
Mortgage facility payable to Hancock Whitney Bank bearing interest at 2.63% as of December 31, 2021 (prime minus 62.5 basis points with a floor of 2.25%). Requires monthly principal and interest payments with a balloon payment of approximately $15.5 million due November 2027. 50% of the outstanding borrowings are hedged with an interest rate swap contract with a fixed rate of 3.20%.		27,106			26,627
Revolving mortgage facility with FineMark National Bank & Trust bearing interest at 3.00% as of December 31, 2021 (base minus 25 basis points with a floor of 3.00%). Facility matures in October 2027. Current available borrowings under the facility were approximately $25.8 million at December 31, 2021.		—			—
Total long-term debt		51,680			50,784
Less: current portion		(3,587	)		(3,587	)
Less: unamortized portion of debt issuance costs		(595	)		(574	)
Long-term debt, net current portion and unamortized debt issuance costs	$	47,498		$	46,623

12.	STOCK-BASED COMPENSATION:

We account for our stock-based compensation plans following the provisions of FASB ASC 718, “Compensation — Stock Compensation” (“ASC 718”). In accordance with ASC 718, we use the Black-Scholes valuation model for valuing all options granted (Note 13) and shares purchased under our Amended 2008 Employee Stock Purchase Plan (“Stock Purchase Plan”). We measure compensation for restricted stock awards and restricted stock units (Note 15) 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.

During the three months ended December 31, 2020 and 2021, we recognized stock-based compensation expense of approximately $2.0 million and $3.3 million, respectively, in selling, general, and administrative expenses in the accompanying Unaudited Condensed Consolidated Statements of Operations.

Cash received from option exercises under all share-based compensation arrangements for the three months ended December 31, 2020 and 2021, was approximately $1.5 million and $1.1 million, respectively. We currently expect to satisfy share-based awards with registered shares available to be issued from the Stock Purchase Plan.

13.	THE INCENTIVE STOCK PLANS:

In February 2020, our shareholders approved a proposal to amend the 2011 Stock-Based Compensation Plan (“2011 Plan”) to increase the 3,200,456 share threshold by 1,000,000 shares to 4,200,456 shares. In 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 2020 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 4,000,000 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 February 2030, 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, 2021 through December 31, 2021:

	Shares Available for Grant			Options Outstanding			Aggregate Intrinsic Value (Amounts in thousands)		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Balance as of September 30, 2021		918,061			115,250		$	4,085	$	13.08		1.9
Options cancelled/forfeited/expired		10,000			(10,000	)				6.10
Options exercised		—			(22,500	)				7.95
Restricted stock awards granted		(382,648	)		—					—
Restricted stock awards forfeited		1,000			—					—
Additional shares of stock issued		(684	)		—					—
Balance as of December 31, 2021		545,729			82,750		$	3,547	$	15.31		2.5
Exercisable as of December 31, 2021					78,416		$	3,465	$	14.00		2.2

No options were granted for the three months ended December 31, 2020 and 2021. The total intrinsic value of options exercised during the three months ended December 31, 2020 and 2021, was $1.1 million.

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.

14.	EMPLOYEE STOCK PURCHASE PLAN:

In February 2019, our shareholders approved a proposal to amend our 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,
	2020	2021
Dividend yield	0.0%	0.0%
Risk-free interest rate	0.1%	0.1%
Volatility	70.2%	49.1%
Expected life	Six Months	Six Months

As of December 31, 2021, we have issued 1,161,946 shares of common stock under our Stock Purchase Plan since its inception.

15.	RESTRICTED STOCK AWARDS:

We have granted non-vested (restricted) stock awards (“restricted stock”) and restricted stock units (“RSUs”) to employees, directors, 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, 2021 through December 31, 2021:

	Shares/ Units			Weighted Average Grant Date Fair Value
Non-vested balance as of September 30, 2021		911,429		$	22.33
Changes during the period:
Awards granted		382,648		$	52.67
Awards vested		(136,150	)	$	23.37
Awards forfeited		(1,000	)	$	20.85
Non-vested balance as of December 31, 2021		1,156,927		$	32.24

As of December 31, 2021, we had approximately $28.2 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.

16.	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,
	2020		2021
Weighted average common shares outstanding used in calculating basic net income per share		22,025,898		21,899,264
Effect of dilutive options and non-vested restricted stock awards		719,227		764,430
Weighted average common and common equivalent shares used in calculating diluted net income per share		22,745,125		22,663,694

For the three months ended December 31, 2020 and 2021, there were 30,807 and 328,185 weighted average shares of options and non-vested restricted stock outstanding, respectively, that were not included in the computation of diluted net income per share because the options’ exercise prices or non-vested restricted stock prices were greater than the average market price of our common stock, and therefore, their effect would be anti-dilutive.

17.	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, 2021, 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.

18.	SEGMENT INFORMATION:

Change in Reportable Segments

Effective May 2, 2021, our operating segments changed as a result of the Company’s acquisition of Cruisers Yachts, which changed management’s reporting structure and operating activities. We now report our operations through two new operating segments, which are also reporting segments: Retail Operations and Product Manufacturing.

Reportable Segments

The Company’s operating segments are defined by management’s reporting structure and operating activities. Our chief operating decision maker (“CODM”) is our Chief Executive Officer. Our CODM reviews operational income statement information by segment for purposes of making operating decisions, assessing financial performance, and allocating resources. The CODM is not provided asset information by segment. The Company’s reportable segments are the following:

Retail Operations. As of December 31, 2021, the Retail Operations segment includes the sale of new and used recreational boats, including pleasure and fishing boats, with a focus on premium brands in each segment. We also sell related marine products, including engines, trailers, parts, and accessories. In addition, we provide repair, maintenance, and slip and storage services; we arrange related boat financing, insurance, and extended service contracts; and we offer boat and yacht brokerage sales; and yacht charter services. In the British Virgin Islands we offer the charter of catamarans, through MarineMax Vacations. Fraser Yachts Group and Northrop & Johnson, leading superyacht brokerage and luxury yacht services companies with operations in multiple countries, are also included in this segment. The Retail Operations segment includes the majority of all corporate costs.

Product Manufacturing. As of December 31, 2021, the Product Manufacturing segment includes activity of Cruisers Yachts and Intrepid. Cruisers Yachts, a wholly-owned MarineMax subsidiary, manufacturing sport yacht and yachts with sales through our select retail dealership locations and through independent dealers. Cruisers Yachts is recognized as one of the world’s premier manufacturers of premium sport yacht and yachts, producing models from 33’ to 60’ feet. Intrepid, also a wholly-owned MarineMax subsidiary, is recognized as a world class producer of customized boats, carefully reflecting the unique desires of each individual owner. Intrepid follows a direct-to-consumer distribution model and has received many awards and accolades for its innovations and high-quality craftsmanship that create industry leading products in their categories.

Intersegment revenue represents yachts that were manufactured in our Product Manufacturing segment and were sold to our Retail Operations segment. The Product Manufacturing segment supplies our Retail Operations segment along with various independent dealers.

The following table sets forth revenue and income from operations for each of the Company’s reportable segments for the three months ended December 31,

	Three Months Ended
	December 31,
	2020		2021
	(Amounts in thousands)
Revenue:
Retail Operations	$	411,524	$	454,618
Product Manufacturing		—		34,244
Elimination of intersegment revenue		—		(16,171	)
Revenue	$	411,524	$	472,691
Income from operations:
Retail Operations	$	31,984	$	45,123
Product Manufacturing		—		3,443
Elimination of intersegment income from operations		—		(1,364	)
Income from operations	$	31,984	$	47,202

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 could 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; the seasonality and cyclicality of our business and the effect of such seasonality and cyclicality on our business, financial results and inventory levels; the scope and duration of the COVID-19 pandemic and its impact on global economic systems, our employees, sites, operations, customers, suppliers and supply chain; and the Company’s ability to manage growth effectively. 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, 2021.

General

In March 2020, the outbreak of COVID-19 caused by a novel strain of the coronavirus was recognized as a pandemic by the World Health Organization, and the outbreak is widespread throughout the United States (including Florida in which we generated approximately 54% and 50% of our revenue during fiscal 2020 and 2021, respectively), and in other countries in which we operate. As a result, from March 2020 through June 2020, we temporarily closed certain departments or locations based on guidance from local government or health officials. Currently, all of our stores are fully operational, but the effects of COVID-19 (including the related international, federal, state, and local governmental actions and regulations) remain unpredictable. We are following guidelines to ensure we are safely operating as recommended. Where possible, we are offering private personal showings as well as virtual appointments. Our digital platform is serving as an effective solution in this environment with robust online activity. Our experienced teams continue to engage with customers virtually and in our stores to help customers select their boats and obtain appropriate services.

We believe we are the largest recreational boat and yacht retailer and superyacht services company in the world. Through our current 79 retail locations in 21 states, 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. In the British Virgin Islands we offer the charter of catamarans, through MarineMax Vacations. We also own Fraser Yachts Group, a leading superyacht brokerage and luxury yacht services company with operations in multiple countries. In July 2020, we acquired Northrop & Johnson, another leading superyacht brokerage and services company with operations in multiple countries. In October 2020, we purchased all of the outstanding equity of SkipperBud’s. SkipperBud’s is one of the largest boat sales, brokerage, service and marina/storage groups in the United States. In May 2021, we purchased all of the outstanding equity of Cruisers Yachts. Cruisers Yachts, a wholly-owned MarineMax subsidiary, manufactures sport yacht and yachts with sales through our select retail dealership locations and through independent dealers, and is recognized as one of the world’s premier manufacturers of premium sport yacht and yachts. In July 2021, we acquired Nisswa Marine, a full-service dealer located in Minnesota. In November 2021, we acquired Intrepid, a premier manufacturer of powerboats, and Texas MasterCraft, a premier watersports dealer in Northern Texas.

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 acquired 32 recreational boat dealers, four boat brokerage operations, two full-service yacht repair operations, and two boat and yacht manufacturers. As a part of our acquisition strategy, we frequently engage in discussions with various potential acquisition targets 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 ending September 30, 2021 and two acquisitions to date in fiscal 2022.

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 54% and 50% of our revenue during fiscal 2020 and 2021, 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.

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.

Although past economic conditions have adversely affected our operating results, we believe during and after such conditions 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 we believe 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 explore opportunities through this strategy. We expect our core strengths and retailing strategies including our digital platform, will position us to capitalize on growth opportunities as they occur and will allow us to emerge with greater earnings potential.

As of December 31, 2021, the Retail Operations segment includes the activity of 79 retail locations in Alabama, California, Connecticut, Florida, Georgia, Illinois, Maryland, Massachusetts, Michigan, Minnesota, Missouri, New Jersey, New York, North Carolina, Ohio, Oklahoma, Rhode Island, South Carolina, Texas, Washington and Wisconsin, where we sell new and used recreational boats, including pleasure and fishing boats, with a focus on premium brands in each segment. We also sell related marine products, including engines, trailers, parts, and accessories. In addition, we provide repair, maintenance, and slip and storage services; we arrange related boat financing, insurance, and extended service contracts; and we offer boat and yacht brokerage sales; and yacht charter services. In the British Virgin Islands we offer the charter of catamarans, through MarineMax Vacations. Fraser Yachts Group and Northrop & Johnson, leading superyacht brokerage and luxury yacht services companies with operations in multiple countries, are also included in this segment.

As of December 31, 2021, the Product Manufacturing segment includes activity of Cruisers Yachts and Intrepid. Cruisers Yachts, a wholly-owned MarineMax subsidiary, manufacturing sport yacht and yachts with sales through our select retail dealership locations and through independent dealers. Cruisers Yachts is recognized as one of the world’s premier manufacturers of premium sport yacht and yachts, producing models from 33’ to 60’ feet. Intrepid, also a wholly-owned MarineMax subsidiary, is recognized as a world class producer of customized boats, carefully reflecting the unique desires of each individual owner. Intrepid follows a direct-to-consumer distribution model and has received many awards and accolades for its innovations and high-quality craftsmanship that create industry leading products in their categories.

Application of Critical Accounting Policies

See Part II, Item 7, “Application of Critical Accounting Policies” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021. There have been no material changes to our critical accounting policies since our Annual Report on Form 10-K for the fiscal year ended September 30, 2021.

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, 2021, with the three months ended December 31, 2020 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, 2021 Compared with Three Months Ended December 31, 2020

Revenue. Revenue increased $61.2 million, or 14.9%, to $472.7 million for the three months ended December 31, 2021, from $411.5 million for three months ended December 31, 2020. Of this increase, $36.6 million was attributable to an 8.9% increase in comparable-store sales and a $24.6 million net increase was related to stores opened, including acquired, or closed that were not eligible for inclusion in the comparable-store base, as well as Intrepid and Cruisers Yachts manufacturing revenue which were not included in comparable retail store sales. The increase in our comparable-store sales was primarily due to demand driven increases in new boat revenue and growth in our higher margin finance, insurance, brokerage, parts, service, storage services, and superyacht services revenue.

Gross Profit. Gross profit increased $43.8 million, or 35.5%, to $167.2 million for the three months ended December 31, 2021, from $123.4 million for the three months ended December 31, 2020. Gross profit as a percentage of revenue increased to 35.4% for the three months ended December 31, 2021 from 30.0% for the three months ended December 31, 2020. The increase in gross profit as a percentage of revenue was primarily the result of demand driven price increases resulting in greater boat margins and increases in our higher margin revenue as noted above, as a percentage of sales. The increase in gross profit dollars was primarily attributable to increased new boat sales and our higher margin businesses.

Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased $28.6 million, or 31.3%, to $120.0 million for the three months ended December 31, 2021, from $91.4 million for the three months ended December 31, 2020. Selling, general, and administrative expenses increased as a percentage of revenue to 25.4% for the three months ended December 31, 2021 from 22.2% for the three months ended December 31, 2020. The increase in selling, general, and administrative expenses was driven by an increase in mix to our higher margin businesses, which typically carry a higher expense structure, and acquisitions.

Interest Expense. Interest expense decreased $0.7 million, or 53.8%, to $0.6 million for the three months ended December 31, 2021, from $1.3 million for the three months ended December 31, 2020. Interest expense as a percentage of revenue decreased to 0.1% for the three months ended December 31, 2021 from 0.3% for the three months ended December 31, 2020. The decrease in interest expense was primarily the result of decreased borrowings.

Income Taxes. Income tax expense increased $3.5 million, or 49.3%, to $10.6 million for the three months ended December 31, 2021, from $7.1 million for the three months ended December 31, 2020. Our effective income tax rate decreased to 22.8% for the three months ended December 31, 2021, from 23.2% for three months ended December 31, 2020. The decrease in the effective income tax rate was primarily attributed to benefits from stock-based compensation.

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. Acquisitions remain an important strategy for us, and we plan to continue our growth through this strategy in appropriate circumstances. However, we cannot predict the length of favorable economic or financial 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 extent of our financing needs.

These cash needs historically have been financed with cash generated from operations and borrowings under the Credit Facility (described below). Our ability to utilize the Credit Facility to fund operations depends upon the collateral levels and compliance with the covenants of the 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 Credit Facility and therefore our ability to utilize the Credit Facility to fund operations. As of December 31, 2021, we were in compliance with all covenants under the Credit Facility. We currently depend upon dividends and other payments from our dealerships and the 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, 2021, cash provided by operating activities was approximately $8.1 million. For the three months ended December 31, 2020, cash used in operating activities was approximately $12.8 million. For the three months ended December 31, 2021, cash provided by operating activities was primarily related to increases in contract liabilities (customer deposits), decreases in accounts receivable, and our net income adjusted for non-cash expenses such as depreciation and amortization expense and stock-based compensation expense, partially offset by increases in inventory and decreases in accrued expenses and other liabilities. For the three months ended December 31, 2020, cash used in operating activities was primarily related to increases in inventory, decreases in accounts payable, and decreases in accrued expenses and other liabilities, partially offset by increases in contract liabilities (customer deposits), decrease in accounts receivable, and our net income adjusted for non-cash expenses such as depreciation and amortization expense, stock-based compensation expense, and deferred income tax provision.

For the three months ended December 31, 2021 and 2020, cash used in investing activities was approximately $92.6 million and $55.2 million, respectively. For the three months ended December 31, 2021, cash used in investing activities was primarily used for acquisitions, to purchase property and equipment associated with improving existing retail facilities, to purchase property and equipment from locations formerly leased, and to purchase investments. For the three months ended December 31, 2020, cash used in investing activities was primarily used for acquisitions and to purchase property and equipment associated with improving existing retail facilities.

For the three months ended December 31, 2021 and 2020, cash provided by financing activities was approximately $79.0 million and $33.1 million, respectively. For the three months ended December 31, 2021, cash provided by financing activities was primarily attributable to net increases in short-term borrowings and net proceeds from issuance of common stock under incentive compensation and employee purchase plans, partially offset by payments on tax withholdings for equity awards and contingent acquisition consideration payments. For the three months ended December 31, 2020, cash provided by financing activities was primarily attributable to proceeds from long-term debt and net proceeds from issuance of common stock under incentive compensation and employee purchase plans, partially offset by net decreases in short-term borrowings and payments on tax withholdings for equity awards.

In May 2020, we entered into a Loan and Security Agreement, which was subsequently amended in July 2021, with Wells Fargo Commercial Distribution Finance LLC, M&T Bank, Bank of the West, and Truist Bank. The Credit Facility provides the Company a line of credit with asset based borrowing availability of up to $500.0 million for working capital and inventory financing, with the amount permissible pursuant to a borrowing base formula. The Credit Facility expires in July 2024, subject to extension for two one-year periods, with lender approval.

The 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 Credit Facility is 345 basis points plus the greater of 75 basis points or the one-month LIBOR. The Credit Facility allows for the transition of the benchmark interest rate used from LIBOR to SOFR. There is an unused line fee of ten basis points on the unused portion of the Credit Facility. As of December 31, 2021, we were in compliance with all covenants under the Credit Facility.

Advances under the 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 Credit Facility is primarily the Company’s inventory that is financed through the Credit Facility and related accounts receivable. None of our real estate has been pledged for collateral for the Credit Facility.

As of December 31, 2021, our indebtedness associated with our short-term borrowings and our long-term debt totaled approximately $113.7 million and $50.8 million, respectively. As of December 31, 2021, short-term borrowings and long-term debt recorded on the Unaudited Condensed Consolidated Balance Sheets included unamortized debt issuance costs of approximately $0.2 million and $0.6 million, respectively. Refer to Note 11 of the Notes to Unaudited Condensed Consolidated Financial Statements for disclosure of borrowing availability, interest rates, and terms of our short-term borrowings and long-term debt.

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. Based on the information currently available to us (including the COVID-19 pandemic’s impact on consumer demand, which is uncertain), we believe that the cash generated from sales and our existing capital resources will be adequate to meet our liquidity and capital requirements 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, 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 expansion into boat storage may act to reduce our seasonality and cyclicality.

Our business is also subject to weather patterns, which may adversely affect our results of operations. For example, prolonged 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. In addition, unseasonably cool

weather and prolonged 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, such as Hurricanes Harvey and Irma in 2017. 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

We are exposed to risk from changes in interest rates on our outstanding indebtedness. Changes in the underlying interest rates on our short-term borrowings and long-term debt, which have variable interest rates, could affect our earnings. For example, a hypothetical 100 basis point increase in the interest rate would result in an increase of approximately $1.5 million in annual pre-tax interest expense. This estimated increase is based upon the outstanding balance of our short-term borrowings and long-term debt as of December 31, 2021 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 and Northrop & Johnson have 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 2% of our total revenues in fiscal 2021.

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 SEC’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, 2021, 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, except as described in the following sentence. On November 1, 2021, we acquired Intrepid. As we proceed with integration, we are implementing various accounting processes and internal controls over financial reporting for this reporting subsidiary.

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, 2021, 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

None.

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		First Omnibus Amendment to Amended and Restated Loan and Security Agreement and Seventh Amended and Restated Program Terms Letter, effective as of October 1, 2021, by and among MarineMax, Inc. and its subsidiaries, and Wells Fargo Commercial Distribution Finance, LLC., M&T Bank, Bank of the West, Inc., and Truist Bank.

10.2		Second Omnibus Amendment to Amended and Restated Loan and Security Agreement, Seventh Amended and Restated Program Terms Letter, Joinder, and Consent Agreement, dated November 1, 2021, by and among MarineMax, Inc. and its subsidiaries, 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.

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(1)

Incorporated by reference to Registrant’s Form 8-K as filed March 20, 2015.

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.

February 1, 2022	By:	/s/ Michael H. McLamb

		Michael H. McLamb
		Executive Vice President,
		Chief Financial Officer, Secretary, and Director
		(Principal Accounting and Financial Officer)

Exhibit 10.1

FIRST OMNIBUS AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND SEVENTH AMENDED AND RESTATED PROGRAM TERMS LETTER

[CDF]

THIS FIRST OMNIBUS AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND SEVENTH AMENDED AND RESTATED PROGRAM TERMS LETTER (this “Amendment”) dated

as of September, 2021 and effective as of October 1, 2021, is made to that certain AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “LSA”) 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 (as defined in the LSA), SEVENTH AMENDED AND RESTATED PROGRAM TERMS LETTER (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “PTL,” and together with the LSA, the “Agreements”)) by and among Agent and Dealers, each dated as of July 9, 2021. All capitalized terms not otherwise defined in this Amendment shall have the respective meanings assigned to them in the LSA.

Recitals

Agent, Lenders, and Dealers desire to make certain amendments to the Agreements.

B.Agent and Lenders are willing to make certain amendments to the Agreements, upon 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 LSA, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Amendments to the LSA.

Section 1; Definitions. The definition of “LIBOR” set forth in Section 1 of the LSA is hereby deleted in its entirety.

b.Section 1; Definitions. The definition of “Prime Rate” in Section 1 of the LSA is hereby amended by deleting the references to “Lender” therein and replacing them with “Agent”.

c.Section 1; Definitions. The following defined terms are hereby added to Section 1 of the LSA in proper alphabetical order:

“Floor” means a per annum rate of interest equal to 0.75%.

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“SOFR” means a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator.

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“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“Adjusted 30-Day Average SOFR” means, for any calendar month, the greater of (1) the sum of (a) a rate of interest per annum determined by Agent as the compounded average of SOFR over a rolling calendar day period of thirty (30) days (“30-Day SOFR Average”) for the day (such day, the “SOFR Average Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such calendar month as such rate is published by the SOFR Administrator on the SOFR Administrator’s Website; provided, however, that (x) if as of 5:00 p.m. (New York City time) on any SOFR Average Determination Day, such 30-Day SOFR Average has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to calculating the 30-Day SOFR Average has not occurred, then such average will be the 30-Day SOFR Average as published on the SOFR Administrator’s Website for the first preceding U.S. Government Securities Business Day for which such 30-Day SOFR Average was published on the SOFR Administrator’s Website so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such SOFR Average Determination Day, plus (b) a spread adjustment equal to 0.1145%, rounded to such number of decimal places as selected by Agent; and (2) the Floor.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association, or any successor thereto, recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

d.Section 3(c); Effect of Benchmark Transition Event. Section 3(c) of the LSA is hereby amended by deleting such section in its entirety and replacing it with the following:

“Benchmark Replacement Setting.

(i)

Benchmark Replacement.

(A)Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, Agent and the Dealers may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such

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amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. central time on the fifth (5th) Business Day after Agent has posted such proposed amendment to all Lenders and the Dealers so long as Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 3(c) will occur prior to the applicable Benchmark Transition Start Date.

(B)

Notwithstanding anything to the contrary herein or in any other Loan

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Document and subject to the proviso below in this paragraph, if the Term SOFR Transition Date has occurred prior to any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause

(B) shall not be effective unless Agent has delivered to the Lenders and the Dealers a Term SOFR Notice. For the avoidance of doubt, Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may elect or not elect to do so in its sole discretion.

(ii)Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

(iii)Notices; Standards for Decisions and Determinations. Agent will promptly notify the Dealers and the Lenders of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by Agent or, if applicable any Lender (or group of Lenders) pursuant to this Section 3(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 3(c).

(iv)Benchmark Unavailability Period. For any determination of interest hereunder or under any other Loan Document during a Benchmark Unavailability Period, the principal amount of the Loan subject to the then-current Benchmark shall bear interest determined in relation to the Prime Rate in lieu of such Benchmark, computed as otherwise described herein.

(v)

As used in this Section 3(c):

(A)“Benchmark” means, initially, Adjusted 30-Day Average SOFR; provided that if a Benchmark Transition Event or a Term SOFR Transition Event, as applicable, has occurred with respect to the index rate used to calculate Adjusted 30-Day Average SOFRor the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3(c)(i).

(B)“Benchmark Replacement” means (a) with respect to any Benchmark Transition Event, the sum of: (i) the alternate benchmark rate that has been selected by Agent and the Dealers giving due consideration to (1) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant

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Governmental Body or (2) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment; provided that if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement shall be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents or (b) with respect to any Term SOFR Transition Event, Term SOFR.

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(C)“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by Agent and the Dealers giving due consideration to (1) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (2) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities.

(D)“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the addition of a concept of “interest period”, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods and other technical, administrative or operational matters) that Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by Agent in a manner substantially consistent with market practice (or, if Agent decides that adoption of any portion of such market practice is not administratively feasible or if Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

(E)“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(1)in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (x) the date of the public statement or publication of information referenced therein and (y) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component thereof);

(2)in the case of clause (3) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if such Benchmark (or such component thereof) continues to be provided on such date; or

(3)

in the case of a Term SOFR Transition Event, the Term SOFR

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Transition Date.

(F)“Benchmark Transition Event” means, the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor

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administrator that will continue to provide such Benchmark (or such component thereof);

(2)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors of the Federal Reserve System of the United States, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof); or

(3)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) is no longer, or as of a specified future date will no longer be, representative.

(G)“Benchmark Transition Start Date” means the earlier of (1) the applicable Benchmark Replacement Date and (2) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

(H)“Benchmark Unavailability Period” means, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3(c) and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3(c).

(I)“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System of the United States and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System of the United States and/or the Federal Reserve Bank of New York or any successor thereto.

(J)“Term SOFR” means the greater of (1) the forward-looking term rate for a period of approximately one (1) month based on SOFR that is published by an authorized benchmark administrator and is displayed on a screen or other information service, each as identified or selected by Agent in its reasonable discretion at approximately a time and as of a date prior to the commencement of the applicable calendar month

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determined by Agent in its reasonable discretion in a manner substantially consistent with market practice and (2) the Floor.

(K)“Term SOFR Notice” means a notification (which notification may be via electronic means, including e-mail) by Agent to the Lenders and the Dealers of the occurrence of a Term SOFR Transition Event.

(L)“Term SOFR Transition Date” means, in the case of a Term SOFR Transition Event, the date that is 30 (thirty) calendar days after Agent has provided the related Term SOFR Notice to the Lenders and the Dealers pursuant to Section 3(c)(i)(B).

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(M)

“Term SOFR Transition Event” means the determination by Agent that

(1) Term SOFR is recommended for use by the Relevant Governmental Body and (2) the administration of Term SOFR is administratively feasible for Agent.

(N)“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the Benchmark Replacement Adjustment.”

Amendments to PTL.

(a)The section entitled “Dealer Rate” of the PTL is hereby amended by deleting such section in its entirety and replacing it with the following:

Dealer Rate:

The effective dealer interest rate for any month (after the manufacturer subsidy period expires, if applicable) shall be Adjusted 30-Day Average SOFR plus 3.45%. For the avoidance of doubt, such rate shall apply to all outstanding invoices and advances as of October 1, 2021 financed by one or more Lenders pursuant to this PTL and all invoices financed by one or more Lenders on or after such date.

The Dealer Rate will be recalculated monthly based on changes in the index rate used to calculate Adjusted 30-Day Average SOFR.

3.Ratification. Dealers hereby ratify and confirm the Agreements, as amended hereby, and each other Loan Document, or any other document related thereto (the Agreements, other Loan Documents, and such other documents, collectively, the “Financing Documents”) 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.

4.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:

Agent shall have received a copy of this Amendment, duly executed by each of the parties hereto.

b.Agent shall have received any and all fees payable to Agent by Dealers in connection with this Amendment and the transactions contemplated hereby.

5.Default. Dealers hereby acknowledge and agree that this Amendment is a Loan Document, and a Default hereunder shall constitute a Default under the Financing Documents.

6.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

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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 LSA, or any of the other Financing Documents or transactions thereunder or related thereto.

7.References. Each reference in the Agreements and the other Financing Documents to the Agreements shall be deemed to refer to the Agreements as amended by this Amendment.

8.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.

9.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 and/or facsimile signature.

[Signature pages follow]

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

written.

DEALERS:

MARINEMAX, INC.,

a Florida corporation

By:

Print Name:Michael H. McLamb

Executive Vice President, Chief Financial Officer,

Title:Secretary

MARINEMAX EAST, INC.,

a Delaware corporation

By:

Print Name:Michael H. McLamb

Title:President, Secretary, Treasurer

MARINEMAX SERVICES, INC.,

a Delaware corporation

By:

Print Name:Michael H. McLamb

Title:Vice President, Secretary, Treasurer

MARINEMAX NORTHEAST, LLC,

a Delaware limited liability company

By: MARINEMAX EAST, INC.

the sole member of MarineMax Northeast, LLC

By:

Print Name:Michael H. McLamb

Title:President, Secretary, Treasurer

[Signature Page to First Omnibus Amendment to A&R LSA and 7th A&R PTL]

BOATING GEAR CENTER, LLC,

a Delaware limited liability company

By: MARINEMAX EAST, INC.,

the sole member of Boating Gear Center, LLC

By:

Print Name:Michael H. McLamb

Title:President, Secretary, Treasurer

US LIQUIDATORS, LLC,

a Delaware limited liability company

By: MARINEMAX, INC.

the sole member of US Liquidators, LLC

By:

Print Name:Michael H. McLamb

Executive Vice President, Chief Financial Officer,

Title:Secretary

MY WEB SERVICES, LLC,

a Delaware limited liability company

By: MARINEMAX EAST, INC.,

the sole member of My Web Services, LLC

By:

Print Name:Michael H. McLamb

Title:President, Secretary and Treasurer

MARINEMAX CHARTER SERVICES, LLC,

a Delaware limited liability company

By: MARINEMAX EAST, INC.,

the sole member of MarineMax Charter Services, LLC

By:

Print Name:Michael H. McLamb

Title:President, Secretary, Treasurer

[Signature Page to First Omnibus Amendment to A&R LSA and 7th A&R PTL]

NEWCOAST FINANCIAL SERVICES, LLC,

a Delaware limited liability company

By: MARINEMAX EAST, INC.

the sole member of Newcoast Financial Services, LLC

By:

Print Name:Michael H. McLamb

Title:President, Secretary, Treasurer

GLOBAL MARINE BROKERAGE, LLC,

a Florida limited liability company

By: MY WEB SERVICES, LLC,

the sole member of Global Marine Brokerage, LLC

By: MARINEMAX EAST, INC.,

the sole member of My Web Services, LLC

By:

Print Name:Michael H. McLamb

Title:President, Secretary and Treasurer

GULFPORT MARINA, LLC,

a Delaware limited liability company

By: MARINEMAX EAST, INC.,

the sole member of Gulfport Marina, LLC

By:

Print Name:Michael H. McLamb

Title:President, Secretary and Treasurer

[Signature Page to First Omnibus Amendment to A&R LSA and 7th A&R PTL]

FWW, LLC,

a Florida limited liability company

By: MARINEMAX EAST, INC.

the sole member of FWW, LLC

By:

Print Name:Michael H. McLamb

Title:President, Secretary, Treasurer

FRASER YACHTS FLORIDA, INC.,

a Florida corporation

By:

Print Name:Jeanne Bruss Title:Secretary

FRASER YACHTS CALIFORNIA

a California corporation

By:

Print Name:Jeanne Bruss Title:Secretary

MARINEMAX KW, LLC,

a Florida limited liability company

By: MARINEMAX, INC.

the sole member of MarineMax KW, LLC

By:

Print Name:Michael H. McLamb

Executive Vice President, Chief Financial

Title:Officer, Secretary

[Signature Page to First Omnibus Amendment to A&R LSA and 7th A&R PTL]

BY HOLDINGS, LLC,

a Florida limited liability company

By: MARINEMAX, INC.

the sole member of BY Holdings, LLC By:

Print Name:Michael H. McLamb

Executive Vice President, Chief Financial

Title:Officer, Secretary

NORTHROP & JOHNSON YACHTS-SHIPS LLC,

a Florida limited liability company

By: FRASER YACHTS FLORIDA, INC.

the sole member of Northrop & Johnson Yachts-Ships LLC

By:

Print Name:Jeanne Bruss Title:Secretary

NORTHROP & JOHNSON CALIFORNIA INC.,

a California corporation

By:

Print Name:Michael H. McLamb

Title:President, Secretary, Chief Financial Officer

PERFECT YACHT CHARTER, LLC,

a Delaware limited liability company

By: MARINEMAX , INC.

the sole member of Perfect Yacht Charter, LLC

By:

Print Name:Michael H. McLamb

Executive Vice President, Chief Financial

Title:Officer, Secretary

[Signature Page to First Omnibus Amendment to A&R LSA and 7th A&R PTL]

N & J MEDIA, LLC,

a Florida limited liability company

By: MARINEMAX , INC.

the sole member of N & J Media, LLC

By:

Print Name:Michael H. McLamb

Executive Vice President, Chief Financial

Title:Officer, Secretary

NORTHROP & JOHNSON HOLDING LLC,

a Florida limited liability company

By: MARINEMAX , INC.

the sole member of Northrop & Johnson Holding LLC

By:

Print Name:Michael H. McLamb

Executive Vice President, Chief Financial

Title:Officer, Secretary

N & J GROUP, LLC,

a Florida limited liability company

By: NORTHROP & JOHNSON HOLDING LLC.

the sole member of N & J Group, LLC

By: MARINEMAX, INC.

the sole member of Northrop & Johnson Holding LLC

By:

Print Name:Michael H. McLamb

Executive Vice President, Chief Financial

Title:Officer, Secretary

[Signature Page to First Omnibus Amendment to A&R LSA and 7th A&R PTL]

PRIVATE INSURANCE SERVICES, LLC,

a Florida limited liability company

By: MARINEMAX , INC.

the sole member of Private Insurance Services, LLC

By:

Print Name:Michael H. McLamb

Executive Vice President, Chief Financial

Title:Officer, Secretary

SKIPPER MARINE, LLC,

a Wisconsin limited liability company

By: MARINEMAX , INC.

the sole member of Skipper Marine, LLC

By:

Print Name:Michael H. McLamb

Executive Vice President, Chief Financial

Title:Officer, Secretary

SKIPPER BUD’S OF ILLINOIS, INC.,

An Illinois corporation

By:

Print Name:Michael H. McLamb

Title:President, Secretary, Treasurer

SKIPPER MARINE OF MADISON, LLC,

a Wisconsin limited liability company

By: MARINEMAX , INC.

the sole member of Skipper Marine of Madison, LLC

By:

Print Name:Michael H. McLamb

Executive Vice President, Chief Financial

Title:Officer, Secretary

[Signature Page to First Omnibus Amendment to A&R LSA and 7th A&R PTL]

SKIPPER MARINE OF FOX VALLEY, LLC,

a Wisconsin limited liability company

By: MARINEMAX , INC.

the sole member of Skipper Marine of Fox Valley, LLC

By:

Print Name:Michael H. McLamb

Executive Vice President, Chief Financial

Title:Officer, Secretary

SKIPPER MARINE OF CHICAGO-LAND, LLC,

An Illinois limited liability company

By: MARINEMAX , INC.

the sole member of Skipper Marine of Chicago-Land, LLC

By:

Print Name:Michael H. McLamb

Executive Vice President, Chief Financial

Title:Officer, Secretary

SKIPPER MARINE OF MICHIGAN, LLC,

a Michigan limited liability company

By: MARINEMAX , INC.

the sole member of Skipper Marine of Michigan, LLC

By:

Print Name:Michael H. McLamb

Executive Vice President, Chief Financial

Title:Officer, Secretary

[Signature Page to First Omnibus Amendment to A&R LSA and 7th A&R PTL]

SKIPPER MARINE OF OHIO, LLC,

An Ohio limited liability company

By:

Print Name:Michael H. McLamb

Director, and as such, collectively with the other

Title:Director, Manager

By:

Print Name:W. Brett McGill

Director, and as such, collectively with the other

Title:Director, Manager

SILVER SEAS YACHTS, LLC,

An Arizona limited liability company

By: MARINEMAX , INC.

the sole member of Silver Seas Yachts, LLC

By:

Print Name:Michael H. McLamb

Executive Vice President, Chief Financial

Title:Officer, Secretary

SILVER SEAS CALIFORNIA, INC.,

a Florida corporation

By:

Print Name:Michael H. McLamb

Title:President, Secretary, Treasurer

[Signature Page to First Omnibus Amendment to A&R LSA and 7th A&R PTL]

MARINEMAX PRODUCTS, INC.,

a Florida corporation

By:

Print Name:Michael H. McLamb

Title:President, Secretary, Treasurer

KCS INTERNATIONAL INC.,

A Wisconsin corporation

By:

Print Name:Michael H. McLamb

Title:President, Secretary, Treasurer

NISSWA MARINE, INC.,

a Minnesota corporation

By:

Print Name:Michael H. McLamb

Title:President, Secretary, Treasurer

[Signature Page to First Omnibus Amendment to A&R LSA and 7th A&R PTL]

WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC, as Lender and Agent

By:

Name: Thomas M. Adamski

Title: Vice President Credit

LENDERS:

BANK OF THE WEST, INC.

By:

Print Name: Silvia K. Boulger

Title: Vice President

M&T BANK

By:

Print Name: Brandon Kelly

Title: Vice Preisdent

TRUIST BANK

By:

Print Name: Stephen D. Metts

Title: Director

[Signature Page to First Omnibus Amendment to A&R LSA and 7th A&R PTL]

Exhibit 10.2

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.

SECOND OMNIBUS AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, SEVENTH AMENDED AND RESTATED PROGRAM TERMS LETTER, JOINDER, AND CONSENT AGREEMENT

[CDF]

THIS SECOND OMNIBUS AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, SEVENTH AMENDED AND RESTATED PROGRAM TERMS LETTER, JOINDER, AND CONSENT

AGREEMENT (this “Amendment”) dated as of November 1, 2021, is made with regard to (a) that certain AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended by that certain First Omnibus Amendment to Amended and Restated Loan and Security Agreement and Seventh Amended and Restated Program Terms Letter dated effective as of October 1, 2021 (the “First Omnibus Amendment”), and as further amended, restated, amended and restated, supplemented, joined into, or otherwise modified from time to time, the “LSA”) 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 Existing Dealers (as defined below), (b) that certain SEVENTH AMENDED AND RESTATED PROGRAM TERMS LETTER (as amended by the First Omnibus Amendment and as further amended, restated, amended and restated, supplemented, joined into, or otherwise modified from time to time, the “PTL,” and together with the LSA, the “Agreements”), and (c) that certain GUARANTY (as amended, amended and restated, supplemented, joined into, or otherwise modified from time to time, the “Guaranty”), each dated as of July 9, 2021. All capitalized terms not otherwise defined in this Amendment shall have the respective meanings assigned to them in the LSA.

Recitals

A.Existing Dealers have informed Agent that MarineMax, Inc. (“MarineMax”) desires to purchase (i) all or substantially all of the assets of Texas Marine Holdings, Ltd., a Texas limited partnership (“TMH”) pursuant to that certain Asset Purchase Agreement dated [as of the date hereof] between TMH, MarineMax, and the Designated Owners (as defined therein) (the “TM APA”) (such asset purchase, the “TM Asset Purchase”) and (ii) certain real estate assets from HNH (as defined below) and Mosier (as defined below) pursuant to that certain Agreement of Purchase and Sale (the “RE Purchase Agreement,” and together with the TM APA, the “TM Purchase Agreements”), dated as of the date hereof by and among HNH, Mosier, and MarineMax (such acquisition, the “TM RE Purchase,” and together with the TM Asset Purchase, the “TM Acquisition”).

B.Existing Dealers have informed Agent that MarineMax Products, Inc. (“MM Products”) desires to purchase all of the issued and outstanding capital stock of JDG Undaunted, LLC, a Texas limited liability company (“JDG,”), which owns all of the issued and outstanding capital stock of Undaunted Holdings, Inc., a Delaware corporation (“Holdings,” and together with JDG, the “New Guarantors”; the Guarantors party to the Guaranty prior to the date hereof are

herein referred to collectively as the “Existing Guarantors”; the New Guarantors and Existing Guarantors are referred to herein collectively as the “Guarantors,” and individually, each a “Guarantor”), which owns all of the issued and outstanding capital stock of Intrepid Powerboats, Inc., a Florida corporation (“Intrepid,”), which owns all of the issued and outstanding capital stock of Intrepid Southeast, Inc., a Florida corporation (“ISE”, together with Intrepid, each a “New Dealer,” and collectively, the “New Dealers”; the Dealers party to the Agreements prior to the date hereof are referred to herein collectively as the “Existing Dealers”; the New Dealers and the Existing Dealers are referred to herein collectively as the “Dealers,” and individually, each a “Dealer”) owned by the Sellers (as defined in the Intrepid Purchase Agreement, defined below) pursuant to that certain Equity

Purchase Agreement by and among MM Products, Sellers, and the Seller’s Representative (as defined therein) (the “Intrepid Purchase Agreement,” and together with the TM Purchase Agreements, the “Purchase Agreements”) dated October 4, 2021 (such acquisition, the “Stock Purchase,” and together with the TM Acquisition, the “Acquisitions”).

C.The aggregate acquisition costs of the Acquisitions is expected to exceed $50,000,000.00. Pursuant to Section 6(d)(iv) of the LSA, if the total acquisition cost of an Acquired Person or Acquired Assets exceeds $50,000,000 in the aggregate in any rolling twelve-month period for all such Acquired Persons and Acquired Assets, Agent’s prior written consent is required. Existing Dealers have requested Agent to consent to the Acquisitions.

D.Agent, Lenders, and Dealers desire to make certain amendments to the Agreements and join New Dealers as “Dealers” to the Agreements. Agent and Guarantors desire to join New Guarantors as “Guarantors” to the Guaranty.

E.Agent is willing to consent to the Acquisitions, and Agent and Required Lenders, whose consent Agent has received, are willing to make certain amendments to the Agreements, upon the terms and conditions of this Amendment.

Agreement

1.Consent to the Acquisitions. Upon the terms and conditions set forth herein, including the conditions set forth in Section 8 below, Agent hereby consents to the Acquisitions. This consent shall only be effective in this specific instance with respect to the Acquisitions set forth above. This consent shall not entitle Dealers to any other or further consents, waivers or extensions in any similar or other circumstances. In no event shall this consent be deemed to be a waiver of Agent’s or any Lender’s rights with respect to any breach, default or Default which exists or might exist at any time under the LSA, the other Agreements, the Guaranty, or any other Loan Document, or any other document related thereto (collectively, the “Financing Documents”), whether or not known to Agent or any Lender and whether or not existing on the date of this Amendment.

Amendments to the LSA.

a.Section 1; Definitions. The defined terms “Closing Date Guaranty Agreement,” “Eligible Inventory Collateral,” and “Eligible Parts” set forth in Section 1 of the LSA are

hereby deleted in their entireties and replaced with the following:

“Closing Date Guaranty Agreement” means that certain Guaranty executed by Guarantors in favor of Agent for the benefit of Lenders as of the date hereof, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.”

“Eligible Inventory Collateral” means all marine product inventory of the Dealers (other than (i) spare parts, (ii) inventory held by KCS, (iii) inventory held by MarineMax Products, Inc., and (iv) inventory held

by an Intrepid Dealer) that is eligible for inclusion in the Borrowing Base pursuant to the requirements of this Agreement and the Program Terms Letter.

“Eligible Parts” means spare parts inventory of the Dealers that (a) is new, (b) is not subject to or encumbered by any Lien or security interest other than a Lien permitted pursuant to Section 6(a), and

(c) has been held in inventory for no more than 12 months; provided, however, that in no event shall any spare parts inventory of an Intrepid Dealer be deemed “Eligible Parts.”

b.Section 1; Definitions. The following defined term is hereby added to Section 1 of the LSA in proper alphabetical order as follows:

“Intrepid Dealers” means, collectively, Intrepid Powerboats, Inc., a Florida corporation, and Intrepid Southeast, Inc., a Florida corporation, and “Intrepid Dealer” shall mean any of them individually.”

c.Section 2; Extensions of Credit. Section 2(e)(O) of the LSA is hereby deleted in its entirety and replaced with the following:

“(O)any and all other Accounts which Agent deems ineligible, including, without limitation, all Accounts of Intrepid Dealers.”

d.Section 6; Covenants. Sections 6(a)(ii) and (iii) of the LSA are hereby deleted in their entireties and replaced with the following:

(ii)Other than as set forth in Section 6(a)(x) below, purchase money Liens on Dealers’ new inventory manufactured by Vendors for which Agent does not fund invoices directly on behalf of Dealers;

(iii)Liens on Dealers’ new, used and pre-owned inventory manufactured by Vendors for which Agent does not fund invoices directly on behalf of Dealers; provided that such Liens are subject to subordination or intercreditor agreements in form and substance acceptable to Agent, in its sole discretion, whereby Agent subordinates its Liens in such inventory;”

e.Section 6; Covenants. Section 6(d)(iv) is hereby amended by deleting the parenthetical reading “(other than a merger or consolidation of a Dealer with or into another Dealer)” in its entirety and replacing it as follows:

“(other than a merger or consolidation of a Dealer with or into another Dealer, or, so long as a Dealer is the surviving entity, a merger or consolidation with a Guarantor)”

f.Section 6; Covenants. Section 6(d)(iv)(A) is hereby deleted in its entirety and replaced with the following:

Dealers provide Agent with (1) thirty (30) days’ prior written notice of such acquisition, accompanied by copies of pro forma financial statements and projections giving effect to such acquisition, and (2) on or before the date of closing of such acquisition, a

certificate of the chief financial officer of MarineMax,

Inc. (acting as Dealer Representative for all Dealers) that such acquisition complies with the conditions of this Section 6(d)(iv) (including without limitation a certification of the total acquisition cost of all Acquired Persons and Acquired Assets in the applicable rolling twelve-month period as set forth in clause (F), below, and the sum of Dealer’s unrestricted cash plus Availability as set forth in clause (G), below.”

g.Section 28; List of Dealers. Section 28 of the LSA is hereby amended by deleting such section in its entirety and replacing it with the following:

“The following persons are parties to this Agreement as Dealers:


DEALER NAME	TYPE OF ENTITY	JURISDICTION
MarineMax, Inc.	corporation	Florida
MarineMax East, Inc.	corporation	Delaware
MarineMax Services, Inc.	corporation	Delaware
MarineMax Northeast, LLC	limited liability company	Delaware
Boating Gear Center, LLC	limited liability company	Delaware
US Liquidators, LLC	limited liability company	Delaware
Newcoast Financial Services, LLC My Web Services, LLC MarineMax Charter Services, LLC [****]	limited liability company limited liability company limited liability company limited liability company	Delaware Delaware Delaware Florida
Gulfport Marina, LLC	limited liability company	Delaware
FWW, LLC	limited liability company	Florida
Fraser Yachts Florida, Inc.	corporation	Florida
Fraser Yachts California	corporation	California
MarineMax KW, LLC	limited liability company	Florida
BY Holdings, LLC	limited liability company	Florida
Northrop and Johnson Yachts-Ships LLC	limited liability company	Florida
Northrop & Johnson California, Inc.	corporation	California
Perfect Yacht Charter LLC	limited liability company	Delaware
N & J Media LLC	limited liability company	Florida
Northrop & Johnson Holding LLC.	limited liability company	Florida
N & J Group, LLC	limited liability company	Florida
Private Insurance Services LLC	limited liability company	Florida
Skipper Marine, LLC	limited liability company	Wisconsin
Skipper Bud’s of Illinois, Inc.	corporation	Illinois
Skipper Marine of Madison, LLC	limited liability company	Wisconsin
Skipper Marine of Fox Valley, LLC	limited liability company	Wisconsin
Skipper Marine of Chicago-Land, LLC	limited liability company	Illinois
Skipper Marine of Michigan, LLC	limited liability company	Michigan
Skipper Marine of Ohio, LLC	limited liability company	Ohio
Silver Seas Yachts, LLC	limited liability company	Arizona
Silver Seas California, Inc.	corporation	Florida
MarineMax Products, Inc.	corporation	Florida
KCS International Inc.	corporation	Wisconsin

Nisswa Marine, LLC Intrepid Powerboats, Inc.

Intrepid Southeast, Inc.

limited liability company corporation

corporation

Minnesot Florida

Florida”

Amendments to PTL.

a.The sentence “Inventory held by KCS International, Inc. or MarineMax Products, Inc.” set forth in the section titled “Ineligible Inventory Collateral” of the PTL is hereby deleted in its entirety and replaced with the following:

“Inventory held by KCS International, Inc., MarineMax Products, Inc., Intrepid Powerboats, Inc., or Intrepid Southeast, Inc.”

4.Joinder of New Dealers. Each New Dealer hereby (a) agrees to become primarily and jointly and severally liable for all obligations and liabilities under the Agreements, including all Obligations under the LSA, whether arising prior to, on or after the date hereof; (b) restates all representations, warranties and covenants of Dealers under the Agreements as if each representation, warranty and covenant contained therein is, contemporaneously herewith, issued by, and relates to New Dealer, individually and jointly; (c) agrees that all references in the Agreements to “Dealers” include, for all purposes, such New Dealer and the other Dealers, and for the avoidance of doubt, the Agreements are hereby amended to include each New Dealer in such references; and (d) grants to Agent, as Agent for the Lenders, as security for the Obligations a security interest in all Collateral owned by such New Dealer, whether now owned or hereafter acquired. Each New Dealer intends that this Section 3 constitutes an agreement that the LSA is effective to create a security interest in such New Dealer’s property, as contemplated by Section 9- 203(d) of the UCC. Each New Dealer further reaffirms as to itself the obligations of the Dealers under the Agreements and agrees that all transactions between such New Dealer and Agent shall be governed by the Agreements, as determined by Agent in its sole and absolute discretion.

5.Joinder of New Guarantors to the Guaranty. Each New Guarantor hereby (a) agrees to become primarily and jointly and severally liable for all obligations and liabilities under the Guaranty whether arising prior to, on or after the date hereof; (b) restates all representations, warranties and covenants of Guarantors under the Guaranty as if each representation, warranty and covenant contained therein is, contemporaneously herewith, issued by, and relates to New Guarantor, individually and jointly; (c) agrees that all references in the Guaranty to “Guarantor” include, for all purposes, such New Guarantor and the other Guarantors, and for the avoidance of doubt, the Guaranty is hereby amended to include each New Guaranty in such references. Each New Guarantor further reaffirms as to itself the obligations of the Guarantors under the Guaranty and agrees that all transactions between such New Guarantor and Agent shall be governed by the Guaranty, as determined by Agent in its sole and absolute discretion. Dealers hereby agree that all references in the LSA to “Guarantors” include, for all purposes, such New Guarantors and the other Guarantors, and for the avoidance of doubt the LSA is hereby amended to include each New Guarantor in such references.

Representations and Warranties. Dealers hereby represent and warrant to Agent that:

a.All executed agreements, instruments and other documents related to the Acquisitions (collectively, the “Acquisition Documents”), which have been provided to

Agent by Dealers, are true and correct in all respects.

b.Upon request by Agent, Dealers will provide all Acquisition Documents so requested to Agent, and there are no such Acquisition Documents that Dealers have failed to provide to Agent, including any amendments or addendums to the Acquisition Documents.

c.Each of the Acquisitions complies with the requirements of the LSA, including, without limitation, those set forth in Section 6(d)(iv)(D), (E), and (G).

7.Ratification. Dealers hereby ratify and confirm the Agreements, as amended hereby, and each other Financing 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.

8.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:

Agent shall have received a copy of this Amendment, duly executed by Dealers and Guarantors.

b.Agent shall have received a certificate complying with the requirements of Section 6(d)(iv)(A) (as amended hereby) of the LSA, in form and substance acceptable to Agent in its sole discretion, duly executed by the chief financial officer of MarineMax, Inc. as Dealer Representative on behalf of all Dealers.

c.Agent shall have received any and all fees payable to Agent by Dealers in connection with this Amendment and the transactions contemplated hereby.

d.Agent shall have received evidence that the transactions to be consummated under each of the Acquisitions have closed.

e.Agent shall have received an updated corporate organizational chart of MarineMax, Inc. giving effect to the transactions consummated under the Stock Purchase.

f.Agent shall have received evidence of payoff of New Dealers’, New Guarantors’, and TMH and HNH Holdings, Ltd., a Texas limited partnership, TXMC Wakepark, LLC, a Texas limited liability company (“TXMC”), Mosier Lake, LLC, a Texas limited liability company (“Mosier”) and DFW Marine, Inc., a Texas corporation financing arrangements as requested by Agent existing prior to the date hereof, in form and substance acceptable to Agent in its sole discretion.

g.Agent shall have received secretary’s, manager’s, or member’s certificates, in form and substance acceptable to Agent, for New Dealers and New Guarantors.

h.Agent shall have received a legal opinion from Dealers’ and Guarantors’ legal counsel, in form and substance acceptable to Agent, with respect to New Dealers and New Guarantors.

i.Agent shall have received a transfer and assumption agreement, in form and substance acceptable to Agent, duly executed by MarineMax and the TMH.

9.Post-Close Requirements. Dealers, including New Dealers, shall, within the time set forth below, or such later date as Agent may agree to in writing in its sole and absolute discretion take the following actions:

(a)within thirty (30) days from the date hereof, deliver to Agent (i) landlord waivers with respect to any new locations added in connection with the Stock Purchase with an affiliated landlord, (ii) applications and W-9s for the New Dealers, (iii) an updated Exhibit B to the LSA, and (iv) proof that Existing Dealers were in compliance with their insurance requirements immediately prior to the joinder of New Dealers and that New Dealers are in compliance with their insurance requirements immediately after giving effect to the joinder of each New Dealer;

(b)use commercially reasonable efforts to deliver to Agent landlord waivers, in form and substance acceptable to Agent in its reasonable discretion, within thirty (30) days after the date hereof, with respect to any new locations added in connection with the Stock Purchase with a non-affiliated landlord; and

(c)use commercially reasonable efforts to deliver to Agent (or assist Agent in obtaining) UCC-3 termination statements, in form and substance acceptable to Agent in its sole discretion, for TMH’s financing arrangements with Worthington National Bank and Northpoint Commercial Finance, LLC within forty-five (45) days after the date hereof.

10.Default. Dealers hereby acknowledge and agree that this Amendment is a Loan Document, and a Default hereunder shall constitute a Default under the LSA.

11.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 LSA, or any of the other Financing Documents or transactions thereunder or related thereto.

12.References. Each reference in the Agreements and the other Financing Documents to the Agreements shall be deemed to refer to the Agreements as amended by this Amendment.

13.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.

14.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 and/or facsimile 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., a Florida corporation

By:

Print Name:Michael H. McLamb

Executive Vice President, Chief Financial Officer,

Title:Secretary

US LIQUIDATORS, LLC, a Delaware limited liability company MARINEMAX KW, LLC, a Florida limited liability company BY HOLDINGS, LLC, a Florida limited liability company

PERFECT YACHT CHARTER, LLC, a Delaware limited liability company

N & J MEDIA, LLC, a Florida limited liability company

NORTHROP & JOHNSON HOLDING LLC, a Florida limited liability company

PRIVATE INSURANCE SERVICES, LLC, a Florida limited liability company

SKIPPER MARINE, LLC, a Wisconsin limited liability company

SKIPPER BUD'S OF ILLINOIS, LLC, an Illinois corporation

SKIPPER MARINE OF MADISON, LLC, a Wisconsin limited liability company

SKIPPER MARINE OF FOX VALLEY, LLC, a Wisconsin limited liability company

SKIPPER MARINE OF CHICAGO-LAND, LLC, an Illinois limited liability company

SKIPPER MARINE OF MICHIGAN, LLC, a Michigan limited liability company

SILVER SEAS YACHTS, LLC, an Arizona limited liability company

By:MARINEMAX, INC., its sole member

By:

Print Name:Michael H. McLamb

Executive Vice President, Chief Financial Officer,

Title:Secretary

SKIPPER MARINE OF OHIO, LLC, an Ohio limited liability company

By:

Print Name:Michael H. McLamb

Director, and as such, collectively with the other

Title:Director, Manager

By:

Print Name:W. Brett McGill

Director, and as such, collectively with the other

Title:Director, Manager

MARINEMAX EAST, INC., a Delaware corporation

MARINEMAX PRODUCTS, INC., a Florida corporation

KCS INTERNATIONAL INC., a Wisconsin corporation

NISSWA MARINE, LLC, a Minnesota limited liability company

SILVER SEAS CALIFORNI INC., a Florida corporation

By:

Print Name:Michael H. McLamb

Title:President, Secretary, Treasurer

MARINEMAX NORTHEAST, LLC, a Delaware limited liability company

BOATING GEAR CENTER, LLC, a Delaware limited liability company

MY WEB SERVICES, LLC, a Delaware limited liability company

MARINEMAX CHARTER SERVICES, LLC, a Delaware limited liability company

NEWCOAST FINANCIAL SERVICES, LLC, a Delaware limited liability company

GULFPORT MARINA, LLC, a Delaware limited liability company

FWW, LLC, a Florida limited liability company

By:MARINEMAX EAST, INC., its sole member

By:

Print Name:Michael H. McLamb

Title:President, Secretary, Treasurer

MARINEMAX SERVICES, INC., a Delaware corporation

By:

Print Name:Michael H. McLamb

Title:Vice President, Secretary, Treasurer

FRASER YACHTS FLORIDA, INC., a Florida corporation

FRASER YACHTS CALIFORNIA, a California corporation

By:

Print Name:Jeanne Bruss Title:Secretary

NORTHROP & JOHNSON YACHTS-SHIPS LLC, a Florida limited liability company

By: FRASER YACHTS FLORIDA, INC. the sole member

By:

Print Name:Jeanne Bruss Title:Secretary

NORTHROP & JOHNSON CALIFORNIA INC., a California corporation

By:

Print Name:Michael H. McLamb

Title:President, Secretary, Chief Financial Officer

[****] , a Florida limited liability company

By: MY WEB SERVICES, LLC, the sole member of [****]

By: MARINEMAX EAST, INC., the sole member of My Web Services, LLC

By:

Print Name:Michael H. McLamb

Title:President, Secretary and Treasurer

N & J GROUP, LLC, a Florida limited liability company

By: NORTHROP & JOHNSON HOLDING LLC. the sole member of N & J Group, LLC

By: MARINEMAX, INC. the sole member of Northrop & Johnson Holding LLC

By:

Print Name:Michael H. McLamb

Executive Vice President, Chief Financial

Title:Officer, Secretary

GUARANTORS

KCS RE ACQUISITION COMPANY, LLC, a Wisconsin limited liability company

WAVE AVIATION LLC, a Florida limited liability company

By:

Print Name:Michael H. McLamb

Title:Vice President, Secretary, Treasurer

NEW DEALERS:

INTREPID POWERBOATS, INC., a Florida corporation

INTREPID SOUTHEAST, INC., a Florida corporation

By:

Print Name:Michael H. McLamb

Title:Secretary and Treasurer

NEW GUARANTORS:

JDG UNDAUNTED LLC, a Texas limited liability company

By: MARINEMAX PRODUCTS, INC., ,its sole manager

By:

Print Name:Michael H. McLamb

Title:President, Secretary, Treasurer

UNDAUNTED HOLDINGS, INC., a Delaware corporation

By:

Print Name:Michael H. McLamb

Title:President, Secretary, Treasurer

WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC, as Agent and Lender

By:

Name: Thomas M. Adamski

Title: Vice President Credit

Exhibit 31.1

CERTIFICATION

I, W. Brett McGill, certify that:

I have reviewed this quarterly report on Form 10-Q of MarineMax, Inc.;

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;

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;

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:

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;

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;

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

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

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):

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

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: February 1, 2022

Exhibit 31.2

CERTIFICATION

I, Michael H. McLamb, certify that:

I have reviewed this quarterly report on Form 10-Q of MarineMax, Inc.;

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: February 1, 2022

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, 2021 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 and President

Date: February 1, 2022

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, 2021 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: February 1, 2022