8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): May 2, 2021

MarineMax, Inc.

__________________________________________

(Exact name of registrant as specified in its charter)

Florida	1-14173		59-3496957
_____________________ (State or other jurisdiction	_____________ (Commission		______________ (I.R.S. Employer
of incorporation)	File Number)		Identification No.)
2600 McCormick Drive, Suite 200, Clearwater, Florida			33759
_________________________________ (Address of principal executive offices)			___________ (Zip Code)
Registrant’s telephone number, including area code:		727-531-1700

Not Applicable

______________________________________________

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

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

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

Item 1.01 Entry into a Material Definitive Agreement

On May 2, 2021, under the Stock Purchase Agreement (the “Purchase Agreement”), dated May 2, 2021, by and among (a) Kenneth C. Stock, Georgia Stock and the Kenneth C. Stock and Georgia Stock 2020 Trust (each, a “Seller” and collectively, the “Sellers”); (b) Kenneth C. Stock, as the representative of the Sellers; and (c) MarineMax Products, Inc., a Florida corporation (the “Buyer”) and a wholly-owned subsidiary of MarineMax, Inc., a Florida corporation (“MarineMax”), the Buyer acquired all of the outstanding capital stock of KSC International Inc., a Wisconsin corporation (“KCS”), for an aggregate purchase price of $62,700,000, subject to certain customary closing and post-closing adjustments. The Sellers will be subject to certain customary post-closing covenants and indemnities.

This description of the Purchase Agreement and the transactions contemplated by the Purchase Agreement is not complete and is qualified in its entirety by the complete terms and conditions of the Purchase Agreement, a copy of which MarineMax expects to file as an exhibit to MarineMax’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.

On May 3, 2021, MarineMax issued a press release announcing the acquisition. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth above under Item 1.01 is incorporated by reference into this Item 2.01.

Item 9.01 Financial Statements and Exhibits.

Press release of MarineMax, Inc. dated May 3, 2021, entitled “MarineMax Acquires Cruisers Yachts”.

Exhibit Index

Exhibit No.	Description
99.1	Press release of MarineMax, Inc. dated May 3, 2021, entitled “MarineMax Acquires Cruisers Yachts”.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MarineMax, Inc.
	By:	/s/ Michael H. McLamb Name: Michael H. McLamb Title: Executive Vice President, Chief Financial Officer and Secretary
May 5, 2021

EX-99.1

Exhibit 99.1

MARINEMAX ACQUIRES CRUISERS YACHTS

~Leading American Made Yacht Manufacturer~

~Strategically Secures and Strengthens Its Product Portfolio~

~Cruisers’ Recent Expansion Provides Additional Growth Capacity~

~Acquisition Expected To Be Accretive in First Full Year~

CLEARWATER, FL, May 3, 2021 – MarineMax, Inc. (NYSE: HZO), the world’s largest recreational boat and yacht retailer, today announced the acquisition of KCS International, Inc., better known as Cruisers Yachts, headquartered in Oconto, Wisconsin.  Cruisers Yachts (Cruisers) is recognized as one of the world’s premier manufacturers of premium yachts, producing models from 33’ to 60’ feet. Cruisers, due to demand, recently announced the expansion of their production capacity by purchasing a 216,000 square foot, purpose-built boat manufacturing plant in Pulaski, WI. Such expansion allows Cruisers to more than double its capacity over time. MarineMax’s acquisition of Cruisers Yachts ensures it will always have a premium, American built yacht in its product portfolio. The Company expects the acquisition to be accretive in its first full twelve-month period.

With over 100 years of heritage, Cruisers has successfully navigated through various industry cycles and grown through innovation and product leadership.   After launching the distinguished design and innovation of the Cantius yacht series in 2011, Cruisers’ growth and market share accelerated. The Company successfully navigated through the 2020 pandemic, producing revenue of over $75 million.Cruisers has an accomplished dealer network, including SkipperBud’s and Silver Seas Yachts, which were acquired by MarineMax in October 2020, plus five recently added MarineMax locations.  Combined, MarineMax accounts for nearly half of Cruisers’ revenue on an annual basis.

W. Brett McGill, Chief Executive Officer and President of MarineMax stated, "The strategic acquisition of Cruisers Yachts benefits our customers by filling a meaningful void in our product portfolio which was created in 2018 by the loss of Sea Ray sport yacht and yacht models. The acquisition also aligns with our long-term strategy of expanding our gross margins by adding a higher margin business. Cruisers has a seasoned, passionate and successful team.  Their industry knowledge and their recent expansion, combined with MarineMax’s resources, will enable Cruisers to accelerate its positioning in the market. We can continue to expand and grow with Cruisers’ model line-up in markets that are available. We are excited to have Mark Pedersen join our management team as he will continue to lead the operations of Cruisers’ more than 350 team members.”

~more~

Mark Pedersen,

President of Cruisers Yachts stated, “We are very excited about becoming part of the MarineMax family and the great opportunities that lie ahead. Over the years we have recognized that certain customers prefer to only buy an American built yacht, and our brand compliments MarineMax’s other offerings.  The MarineMax team has a proven track record of great success in our industry. With our loyal Cruisers owners and a strong dealer network, we will all greatly benefit from being a part of MarineMax.”

Prior to the acquisition, MarineMax’s financial capacity, consisting of cash and cash equivalents, along with available borrowings under its credit facilities, exceeded $400 million. The Company paid $63 million for Cruisers, including the recently acquired Pulaski, WI facility. The Company will provide additional details on the acquisition when it reports its June 2021 results.  

About MarineMax

MarineMax is the world’s largest recreational boat and yacht retailer, selling new and used recreational boats, yachts and related marine products and services, as well as providing yacht brokerage and charter services. MarineMax has over 100 locations worldwide, including 77 retail dealership locations, including 30 marinas or storage operations. Through Fraser Yachts and Northrop and Johnson, it is also the largest super-yacht services provider, operating locations across the globe. MarineMax provides finance and insurance services through wholly owned subsidiaries and operates MarineMax Vacations in Tortola, British Virgin Islands.  The Company also operates Boatyard, a pioneering digital platform that enhances the boating experience. MarineMax is a New York Stock Exchange-listed company (NYSE:HZO). For more information, please visit www.marinemax.com.

Forward Looking Statement

Certain statements in this press release are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include the belief that Cruisers will accelerate its improvement in market position, the acquisition being accretive, the Company’s long-term strategy to grow its cycle resilient higher margin businesses, the Company’s continued growth. These statements are based on current expectations, forecasts, risks, uncertainties and assumptions that may cause actual results to differ materially from expectations as of the date of this release. These risks, assumptions and uncertainties include the Company’s abilities to reduce inventory, manage expenses and accomplish its goals and strategies, the quality of the new product offerings from the Company’s manufacturing partners, the impacts (direct and indirect) of COVID-19 on the Company’s business, the Company’s employees, the Company’s manufacturing partners, and the overall economy, general economic conditions, as well as those within our industry, the level of consumer spending, the Company’s ability to integrate acquisitions into existing operations, the continued recovery of the industry, and numerous other factors identified in the Company’s Form 10-K for the fiscal year ended September 30, 2020 and other filings with the Securities and Exchange Commission.  The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:
	Michael H. McLamb	Investors:
	Chief Financial Officer	Brad Cohen or Dawn Francfort
	Abbey Heimensen	ICR, LLC.
	Media:	investorrelations@marinemax.com.
	Public Relations
	MarineMax, Inc.
	727.531.1700

XML

Document and Entity Information	May 02, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 02, 2021
Entity Registrant Name	MarineMax, Inc.
Entity Central Index Key	0001057060
Entity Emerging Growth Company	false
Entity File Number	1-14173
Entity Incorporation State Country Code	FL
Entity Tax Identification Number	59-3496957
Entity Address Address Line1	2600 McCormick Drive
Entity Address, Address Line Two	Suite 200
Entity Address City Or Town	Clearwater
Entity Address State Or Province	FL
Entity Address Postal Zip Code	33759
City Area Code	727
Local Phone Number	531-1700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.001 per share
Trading Symbol	HZO
Security Exchange Name	NYSE