8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 31, 2006

MARINEMAX, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-14173	59-3496957
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

18167 U.S. Highway 19 North, Suite 300, Clearwater, Florida 33764

(Address of Principal Executive Office) (Zip Code)

Registrant’s telephone number, including area code: (727) 531-1700

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 (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Completion of Acquisition or Disposition of Assets.

     As previously disclosed in a Current Report on Form 8-K filed on March 31, 2006, we completed the transaction pursuant to the Asset Purchase Agreement with Surfside-3 Marina, Inc. (Surfside), to which we acquired substantially all of the assets, properties, rights, and goodwill of Surfside and assumed certain liabilities of Surfside’s watercraft business.

     We are filing this Amendment No. 1 to Current Report on Form 8-K/A for the purpose of including the financial information required under Item 9.01(a) and (b) of Form 8-K, which was not available at the time the Current Report on Form 8-K was filed.

Item 9.01. Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired
	The audited combined balance sheet of Surfside and Operating Affiliates as of December 31, 2004 and the related audited combined statements of income and changes in retained earnings, and cash flows for the year ended December 31, 2004 and related notes together with the auditors’ report thereon of Ernst & Young LLP, and the unaudited condensed combined balance sheet of Surfside and Operating Affiliates as of September 30, 2005 and the related unaudited condensed combined statements of income and changes in retained earnings, and cash flows for the nine months ended September 30, 2005 and 2004 and related notes are filed as Exhibit 99.1 to this Form 8-K/A and incorporated herein by reference.
(b)	Pro Forma Financial Information
	The unaudited pro forma condensed combined financial statements of our company for the fiscal year ended September 30, 2005 and for the six months ended March 31, 2006 that give effect to the acquisition of Surfside, as if the acquisition had occurred at the beginning of the periods presented, are filed as Exhibit 99.2 to this Form 8-K/A and incorporated herein by reference.
(d)	Exhibits.

Exhibit
Number	Description
99.1	The audited combined balance sheet of Surfside and Operating Affiliates as of December 31, 2004 and the related audited combined statements of income and changes in retained earnings, and cash flows for the year ended December 31, 2004 and related notes together with the auditors’ report thereon of Ernst & Young LLP, and the unaudited condensed combined balance sheet of Surfside and operating affiliates as of September 30, 2005 and the related unaudited condensed combined statements of income and changes in retained earnings, and cash flows for the nine months ended September 30, 2005 and 2004 and related notes.
99.2	The unaudited pro forma condensed combined financial statements of our company for the fiscal year ended September 30, 2005 and for the six months ended March 31, 2006 that give effect to the acquisition of Surfside as if the acquisition had occurred at the beginning of the periods presented.
99.3	Consent of Ernst & Young LLP

2

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.

Date: June 16, 2006	MARINEMAX, INC.
	By:	/s/ Michael H. McLamb
		Michael H. McLamb
		Executive Vice President, Chief Financial Officer, and Secretary

3

EXHIBIT INDEX

Exhibit
Number	Description
99.1	The audited combined balance sheet of Surfside and Operating Affiliates as of December 31, 2004 and the related audited combined statements of income and changes in retained earnings, and cash flows for the year ended December 31, 2004 and related notes together with the auditors’ report thereon of Ernst & Young LLP, and the unaudited condensed combined balance sheet of Surfside and Operating Affiliates as of September 30, 2005 and the related unaudited condensed combined statements of income and changes in retained earnings, and cash flows for the nine months ended September 30, 2005 and 2004 and related notes.
99.2	The unaudited pro forma condensed combined financial statements of our company for the fiscal year ended September 30, 2005 and for the six months ended March 31, 2006 that give effect to the acquisition of Surfside as if the acquisition had occurred at the beginning of the periods presented.
99.3	Consent of Ernst & Young LLP

4

EX-99.1

Exhibit 99.1

Surfside 3 Marina, Inc. and Operating Affiliates

Combined Financial Statements

Year Ended December 31, 2004

(With Independent Certified Public Accountants Report Thereon)

Surfside 3 Marina, Inc. and Operating Affiliates

Combined Financial Statements

Year Ended December 31, 2004

Contents

Report of Independent Certified Public Accountants	1
Combined Financial Statements
Combined Balance Sheet	2
Combined Statement of Income and Retained Earnings	3
Combined Statement of Cash Flows	4
Notes to Combined Financial Statements	5

Report of Independent Certified Public Accountants

To the Board of Directors
Surfside 3 Marina, Inc. and Operating Affiliates

We have audited the accompanying combined balance sheet as of December 31, 2004 of Surfside 3 Marina, Inc. and Operating Affliates (as listed in Note 1 to the accompanying financial statements) (the “Company”), and the related combined statements of income and retained earnings, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the combined financial position at December 31, 2004, of the Company, and the combined results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States.

/s/ ERNST & YOUNG LLP

Tampa, Florida
April 28, 2006

1

SURFSIDE 3 MARINA, INC. AND OPERATING AFFILIATES
Combined Balance Sheets

	December 31,		September 30,
	2004		2005
			(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	9,078,664	$	9,504,476
Receivables, net of allowance for doubtful accounts of $415,000, at December 31, 2004 and September 30, 2005 (unaudited)		3,551,945		5,637,072
Inventories		65,957,414		68,208,000
Prepaid expenses and other		717,328		1,248,119
Total current assets		79,305,351		84,597,667
Fixed assets, net		4,394,752		4,551,655
OTHER ASSETS:
Notes receivable, net of current portion		323,894		340,207
Due from Affiliates		—		1,152,320
Security deposits		18,735		24,736
Intangible assets, net		186,664		186,664
Total other assets		529,293		1,703,927
Total assets	$	84,229,396	$	90,853,249
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current installments of long-term debt	$	97,740	$	67,735
Floor plan payable		52,421,666		49,307,281
Customer deposits		4,634,575		7,030,740
Accrued expenses and taxes payable		682,070		845,103
Due to Affiliates		679,986		—
Deferred rent payable		204,093		128,937
Total current liabilities		58,720,130		57,379,796
Long-term debt, net of current installments		235,235		251,472
Shareholders’ loans		4,702,952		3,758,639
Total liabilities		63,658,317		61,389,907
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
Common stock		114,000		114,000
Paid-in capital		96,000		96,000
Retained earnings		20,361,079		29,253,342
Total shareholders’ equity		20,571,079		29,463,342
Total liabilities and shareholders’ equity	$	84,229,396	$	90,853,249

See accompanying notes.

2

SURFSIDE 3 MARINA, INC. AND OPERATING AFFILIATES
Combined Statements of Income and Retained Earnings

	Year Ended			Nine Months Ended
	December 31,			September 30,
	2004			2005			2004
				(Unaudited)
Net sales	$	139,027,749		$	116,196,022		$	119,352,598
Cost of sales		109,062,694			92,145,266			96,390,224
Gross profit		29,965,055			24,050,756			22,962,374
Operating expenses		23,797,441			15,411,184			14,021,005
Operating income		6,167,614			8,639,572			8,941,369
Other income, net		201,463			289,509			146,089
Income before taxes		6,369,077			8,929,081			9,087,458
Provision (benefit) for income taxes		76,695			(23,182	)		67,235
Net income	$	6,292,382		$	8,952,263		$	9,020,223
Retained earnings, beginning of period	$	22,480,783		$	20,361,079		$	20,415,889
Net income		6,292,382			8,952,263			9,020,223
Shareholders’ distributions		(8,412,086	)		(60,000	)		(2,000,000	)
Retained earnings, end of period	$	20,361,079		$	29,253,342		$	27,436,112

See accompanying notes.

3

SURFSIDE 3 MARINA, INC. AND OPERATING AFFILIATES
Combined Statements of Cash Flows

	Year Ended			Nine Months Ended
	December 31,			September 30,
	2004			2005			2004
				(Unaudited)
Operating activities
Net income	$	6,292,382		$	8,952,263		$	9,020,223
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		420,841			311,295			358,400
Provision for doubtful accounts		82,682			26,785			58,350
Amortization of deferred rent		36,294			(75,156	)		—
Change in:
Decrease (increase) in receivables		7,426,480			(2,120,962	)		3,066,508
(Increase) decrease in inventories		(11,891,121	)		(2,250,586	)		768,744
Decrease (increase) in prepaid expenses and other		517,065			(530,791	)		(1,721,302	)
Net increase (decrease) in floor plan payable, manufacturer affiliated		35,173,566			3,032,438			24,042,602
(Decrease) increase in customer deposits		(1,090,019	)		2,396,165			833,420
Increase in accrued expenses and taxes payable		325,498			163,033			425,540
Net cash provided by operating activities		37,293,668			9,904,484			36,852,485
Investing activities
Issuance of notes receivable		(200,000	)		(109,051	)		(56,759	)
Collection of notes receivable		78,457			101,787			—
Increase in security deposits		(179	)		(6,000	)			—
Capital expenditures		(878,269	)		(468,198	)		(574,027	)
Net increase (decrease) in due to affiliates		248,932			(1,732,306	)		235,011
Net cash used in investing activities		(751,059	)		(2,213,768	)		(395,775	)
Financing activities
Principal payments of long-term debt		(274,659	)		(157,705	)		(96,282	)
Issuance of long-term debt		57,803			—			29,804
Net decrease in floor plan payable, non-manufacturer affiliated		(26,550,290	)		(6,146,823	)		(27,296,608	)
Net shareholders’ distributions		(5,894,018	)		(960,376	)		(3,875,380	)
Net cash used in financing activities		(32,661,164	)		(7,264,904	)		(31,238,466	)
Net increase in cash and cash equivalents		3,881,445			425,812			5,218,244
Cash and cash equivalents, beginning of period		5,197,219			9,078,664			5,197,219
Cash and cash equivalents, end of period	$	9,078,664		$	9,504,476		$	10,415,463
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest expense	$	556,981		$	841,796		$	604,411
Income taxes	$	51,352		$	500		$	67,235

See accompanying notes.

4

SURFSIDE 3 MARINA, INC. AND OPERATING AFFILIATES
Notes to Combined Financial Statements

(Information as of September 30, 2005 and for the nine months ended September 30, 2005 is unaudited)

1. Principles of Combination

Surfside 3 Marina, Inc. and Operating Affiliates (the Company) is comprised of the following entities at December 31, 2004 and September 30, 2005:

			Outstanding # of		Authorized # of
			Common Stock		Common Stock
Company Title	State	Par Value	Shares		Shares
Surfside 3 Marina, Inc.	NY	No Par Value		115		200
Surfside 3 Marina of CT, Inc.	CT	No Par Value		100		200
Surfside 3 of Manhattan, Inc.	NY	No Par Value		100		200
Surfside 3 Yacht Sales, Inc.	FL	No Par Value		100		200
Suncoast Yacht Brokerage of NY, Inc.	NY	No Par Value		100		200
				515		1,000

The accompanying combined financial statements include the accounts of the aforementioned entities which include all commonly controlled affiliates related to the Company’s retail marina operations. All inter-company transactions and balances have been eliminated in combination.

2. Business Description, Seasonality and Weather and Summary of Significant Accounting Policies

Business Description

The Company sells a variety of boats, pursuant to distribution agreements, and related accessories and parts. Showrooms and marinas are located in Copiague, Lindenhurst and Manhattan, New York and South Norwalk, Connecticut.

Seasonality and Weather

The Company’s business, as well as the entire recreational boating industry, is highly seasonal. The Company generally realizes significantly lower sales and higher levels of inventories in the quarterly periods ending December 31 and March 31.

The Company’s business is also subject to weather patterns, which may adversely affect the results of operations. For example, unseasonably cool weather and prolonged winter conditions may lead to a shorter selling season.

Concentration of Credit Risks

Financial instruments, which potentially subject the Company to concentration of credit risk, consist principally of cash and cash equivalents and receivables.

The Company maintains cash balances at several institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $100,000. At December 31, 2004 and September 30, 2005, the Company’s uninsured cash balances amounted to approximately $8,474,000 and $8,903,000 (unaudited), respectively.

5

SURFSIDE 3 MARINA, INC. AND OPERATING AFFILIATES
Notes to Combined Financial Statements (Continued)

2. Business Description, Seasonality and Weather and Summary of Significant Accounting Policies (continued)

The Company purchases approximately 65% of new boats from a single supplier, with the balance of new boat purchases from a second supplier.

Intangible Assets

We account for identifiable intangible assets in accordance with Statement of Financial Accounting Standards No. 141, Business Combinations (SFAS 141), and Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS 142). We have determined that our most significant acquired identifiable intangible assets are the dealer agreements, which are indefinite-lived intangible assets. SFAS 142 requires that goodwill and indefinite-lived intangible assets be tested for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the carrying amount of goodwill or an identifiable intangible asset exceeds its fair value, we would recognize an impairment loss. We measure any potential impairment based on various business valuation methodologies, including a projected discounted cash flow method. To date, we have not recognized any impairment of identifiable intangible assets in the application of SFAS 142.

There was no identifiable intangible asset amortization expense for the fiscal year ended December 31, 2004. Accumulated amortization of identifiable intangible assets was approximately $213,000 at December 31, 2004 and at September 30, 2005 (unaudited).

Revenue Recognition

We recognize revenue from boat, motor, and trailer sales and parts, service, and storage operations at the time the boat, motor, trailer, or part is delivered to or accepted by the customer or service is completed. We recognize commissions earned from a brokerage sale at the time the related brokerage transaction closes.

Use of Estimates

Management uses estimates and assumptions in preparing financial statements in conformity with accounting principles generally accepted in the United States. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Accordingly, actual results could differ from those estimates.

6

SURFSIDE 3 MARINA, INC. AND OPERATING AFFILIATES
Notes to Combined Financial Statements (Continued)

2. Business Description, Seasonality and Weather and Summary of Significant Accounting Policies (continued)

Doubtful Accounts

The Company reviews individual customers’ credit histories before extending credit, and establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, and historical and economic trends.

Inventories

Inventories are stated at the lower of cost (as determined on the first-in, first-out basis) or market.

Advertising

The Company expenses advertising costs, as incurred. Advertising expense amounted to approximately $784,000 for the year ended December 31, 2004.

Shipping and Handling Costs

Shipping and handling costs are expensed as incurred, and are included in operating expenses. For the year ended December 31, 2004 shipping and handling costs amounted to approximately $130,000.

Depreciation

Depreciation is calculated by using the straight-line and accelerated methods over the estimated useful lives of the related assets. Maintenance and repairs are charged to operations as incurred, and improvements are capitalized.

Income Taxes

The Company has elected Subchapter “S” status in accordance with the Internal Revenue and applicable State tax codes. Income taxes provided represent state and local income taxes.

Customer Deposits

The Company ordinarily receives substantial payments on boat sale contracts prior to delivery of merchandise and change of titles. Sales are recorded at the time the customer takes delivery of the boat.

7

SURFSIDE 3 MARINA, INC. AND OPERATING AFFILIATES
Notes to Combined Financial Statements (Continued)

2. Business Description, Seasonality and Weather and Summary of Significant Accounting Policies (continued)

Comprehensive Income

As there are no items related to comprehensive income, net income equals comprehensive income.

3. Receivables, Net

At December 31, 2004 and September 30, 2005, receivables were comprised of the following:

	December 31,			September 30,
	2004			2005
				(Unaudited)
Trade, gross	$	2,499,889		$	2,052,602
Allowance for doubtful accounts		(415,000	)		(415,000	)
		2,084,889			1,637,602
Commissions		1,354,136			3,895,600
Current portion of long-term notes		112,920			103,870
Total receivables, net	$	3,551,945		$	5,637,072

4. Inventories

At December 31, 2004 and September 30, 2005, inventory components were as follows:

	December 31,		September 30,
	2004		2005
			(Unaudited)
New boats	$	51,700,557	$	53,920,550
Used boats		13,429,472		13,346,926
Parts, accessories, and gasoline		827,385		940,524
Total inventory	$	65,957,414	$	68,208,000

8

SURFSIDE 3 MARINA, INC. AND OPERATING AFFILIATES
Notes to Combined Financial Statements (Continued)

5. Fixed Assets, Net

The following comprises the elements of fixed assets, at cost, less accumulated depreciation, at December 31, 2004 and September 30, 2005:

	December 31,			September 30,			Estimated Useful
	2004			2005			Asset Lives
				(Unaudited)
Improvements	$	5,300,928		$	5,637,185		20-39 years
Furniture and fixtures		472,820			499,343		7 years
Machinery and equipment		1,945,449			2,036,932		5-7 years
Delivery equipment		597,554			611,488		5 years
		8,316,751			8,784,948
Less: accumulated depreciation		(3,921,999	)		(4,233,293	)
Fixed assets, net	$	4,394,752		$	4,551,655

Depreciation expense amounted to approximately $421,000 for the year ended December 31, 2004.

6. Intangible Assets, Net

Intangible assets were comprised of the following at December 31, 2004 and September 30, 2005:

				Carrying
Location	Purpose	Cost		Value
Connecticut	Dealer Agreement	$	400,000	$	186,664

7. Floor Plan Payable

The Company finances new boat purchases under a maximum credit line of $60,000,000 with Brunswick Acceptance Company, and a maximum credit line of $10,000,000 with GE Commercial Distribution Finance. The Company repays such advances with interest at the rate of prime minus 0.85 percent from August 2004 through December 2005, and at the rate of prime plus 0.60 percent thereafter. The credit line is evaluated annually by the lending institution. The collateral is the first position in each watercraft financed, a primary position on the balance of all assets not otherwise encumbered, a second position on all other assets, and the personal guarantee of two of the majority shareholders.

Interest expense amounted to approximately $525,000 for the year ended December 31, 2004.

9

SURFSIDE 3 MARINA, INC. AND OPERATING AFFILIATES
Notes to Combined Financial Statements (Continued)

At December 31, 2004 and September 30, 2005, the floor plan payable was comprised of:

	December 31,		September 30,
	2004		2005
			(Unaudited)
Floor plan payable — manufacturer affiliated: Brunswick Acceptance Company	$	35,173,566	$	38,206,004
Floor plan payable — non-manufacturer affiliated: GE Commercial Distribution Finance		17,248,100		11,101,277
	$	52,421,666	$	49,307,281

8. Long-Term Debt

At December 31, 2004, long-term debt consisted of the following:

	Monthly		Interest					Carrying
Lending Institution	Payment		Rate			Maturity Date	Collateral	Value
Ganis Credit	$	3,840		4.99	%	04/17/2008	Forklift	$	141,215
Citicorp		2,218		7.95		05/14/2008	Forklift		79,388
Dodge Credit		576		6.00		05/28/2009	Vehicle		26,769
Chrysler Financial		299		5.90		11/01/2007	Vehicle		23,046
GMAC		401		5.00		10/28/2008	Vehicle		16,773
Ford Motor Credit		505		7.75		03/27/2007	Vehicle		12,486
Wells Fargo		282		11.09		11/08/2008	Vehicle		10,353
North Fork Bank		2,247		8.00		04/01/2005	Forklift		9,624
Dodge Credit		425		9.99		08/06/2006	Vehicle		7,798
Dodge Credit		291		5.99		08/09/2006	Vehicle		5,523
									332,975
Less: current installments									(97,740	)
Long-term debt, net of current installments								$	235,235

10

SURFSIDE 3 MARINA, INC. AND OPERATING AFFILIATES
Notes to Combined Financial Statements (Continued)

8. Long-Term Debt (continued)

At September 30, 2005, long-term debt consisted of the following:

	Monthly		Interest					Carrying
Lending Institution	Payment		Rate			Maturity Date	Collateral	Value
(Unaudited)
Shareholder	$	1,817		10.00	%	10/31/2015	Unsecured	$	138,187
Ganis Credit		3,840		4.99		04/17/2008	Forklift		111,448
Dodge Credit		576		6.00		05/28/2009	Vehicle		22,707
Chrysler Financial		299		5.90		11/01/2007	Vehicle		21,339
GMAC		401		5.00		10/28/2008	Vehicle		13,739
Wells Fargo		282		11.09		11/08/2008	Vehicle		8,681
Dodge Credit		291		5.99		08/09/2006	Vehicle		3,106
									319,207
Less: current installments									(67,735	)
Long-term debt, net of current installments								$	251,472

Maturities of long-term debt over the next five years at December 31, 2004 and September 30, 2005 are as follows:

	December 31,		September 30,
	2004		2005
			(Unaudited)
2005	$	97,740	$	—
2006		91,091		67,735
2007		102,136		68,649
2008		39,179		67,269
2009		2,829		16,467
2010		—		12,461
Thereafter		—		86,626
	$	332,975	$	319,207

During the year ended December 31, 2004 interest expense amounted to approximately $39,000.

9. Commitments and Contingencies

Lease Commitments

The Company is obligated under the terms of its Connecticut operating lease. The annual minimum lease payments are approximately $123,000, with clauses for real estate escalation and rent increases. The lease expires January 31, 2013. For the year ended December 31, 2004 rent

11

SURFSIDE 3 MARINA, INC. AND OPERATING AFFILIATES
Notes to Combined Financial Statements (Continued)

9. Commitments and Contingencies (continued)

expense was approximately $113,000. An interest bearing security deposit of $7,000 has been deposited with the landlord.

The Company is obligated under the terms of its Manhattan operating lease. The annual minimum lease payments are approximately $247,000, with clauses for real estate escalation and rent increases. The lease expires April 2006. For the year ended December 31, 2004 rent expense was approximately $262,000. A $10,000 security deposit has been deposited with the landlord.

Minimum payments of the two operating leases noted above over the next five years at December 31, 2004 and September 30, 2005 are as follows:

	December 31,		September 30,
	2004		2005
			(Unaudited)
2005	$	399,642	$	—
2006		122,152		267,083
2007		127,039		123,000
2008		132,120		123,000
2009		137,405		123,000
2010		—		123,000
Thereafter		459,002		287,000
	$	1,377,360	$	1,046,083

Contingencies

The Company is, at times, party to various legal actions arising in the ordinary course of business. While it is not possible to determine the ultimate outcome of these actions at this time, we do not believe that these matters will have a material adverse effect on our combined financial condition, results of operations, or cash flows.

10. Retirement Plan

The Company maintains a 401(k) retirement plan for all employees. Contributions by the Company are calculated at a rate of 20 percent of the first five percent contributed by the employee. Both employer and employee contributions are invested in the plan administered by the Company. For the year ended December 31, 2004 amounts contributed by the Company were approximately $25,000.

11. Related Party Transactions

The Company rents space from entities controlled by the shareholders that are not combined in these financial statements (the Affiliates). During the year ended December 31, 2004 rent expenses amounted to approximately $150,000 for the showroom in Copiague and

12

SURFSIDE 3 MARINA, INC. AND OPERATING AFFILIATES
Notes to Combined Financial Statements (Continued)

11. Related Party Transactions (contintued)

approximately $444,000 for the marina in Lindenhurst. The leases are cancelable by the Affiliates at any time. Rental expenses are expected to approximate $650,000 per year.

Periodically, the shareholders advance funds to the Company. No interest or repayment terms exist. Funds are drawn each year in payment of these obligations, as well as for distributions to shareholders. For the year ended December 31, 2004 shareholder advances were approximately $2,518,000 and shareholder distributions were approximately $8,412,000.

The Company also advances funds to and receives advances from the Affiliates. At December 31, 2004, the net amount due to the Affiliates was approximately $680,000. There was no outstanding net amount due to the Affiliates at September 30, 2005. At September 30, 2005 the Company had a non-secured, non-interest bearing receivable from an Affiliate of approximately $1,152,000.

12. Subsequent Events

On March 31, 2006, the Company entered into and closed an Asset Purchase Agreement with MarineMax, Inc. pursuant to which MarineMax, Inc. acquired substantially all of the Company’s assets and assumed certain liabilities of the Company’s watercraft business.

The consideration paid by MarineMax, Inc. was a combination of cash and common stock. MarineMax, Inc. acquired the Company’s operating assets for approximately $24.8 million in cash and 665,024 shares of MarineMax, Inc. common stock, plus working capital adjustments and the assumption of certain liabilities, including floor plan financing obligations. A portion of the shares of common stock will be held in escrow for a one-year period as security for the Company’s representations and warranties as specified in the agreement.

The agreement also contains other provisions, covenants, representations, and warranties made by the Company and MarineMax, Inc. that are typical in transactions of this size, type, and complexity.

13

EX-99.2

Exhibit 99.2

MarineMax, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Combined Financial Statements

     On March 31, 2006, we acquired substantially all of the assets and assumed certain liabilities of Surfside-3 Marina, Inc. (Surfside), a privately held boat dealership with eight locations in New York and Connecticut, for approximately $24.8 million in cash and 665,024 shares of our common stock, including acquisition costs, plus working capital adjustments.

     The unaudited pro forma condensed combined statement of operations for the fiscal year ended September 30, 2005, presents the combined results of operations of our company and Surfside as if the acquisition had occurred at October 1, 2004, the beginning of our first quarter of fiscal 2005. As Surfside’s fiscal year end is December 31, we have combined the unaudited condensed combined statement of operations of Surfside for the fiscal year ended December 31, 2005 with our unaudited condensed consolidated statement of operations for the fiscal year ended September 30, 2005 to present the unaudited pro forma condensed combined statement of operations for the fiscal year ended September 30, 2005. Surfside’s unaudited condensed combined statement of operations for the three months ended December 31, 2005 is also included in the unaudited pro forma condensed combined statement of operations for the six months ended March 31, 2006 of our company and Surfside as further discussed below.

     The unaudited pro forma condensed combined statement of operations for the six months ended March 31, 2006, presents the combined results of operations of our company and Surfside as if the acquisition had occurred at October 1, 2005, the beginning of our first quarter of fiscal 2006. As Surfside’s fiscal year end is December 31, we have combined the unaudited condensed combined statements of operations of Surfside for the three months ended December 31, 2005 (last quarter of fiscal year 2005) and for the three months ended March 31, 2006 (first quarter of fiscal year 2006) with our unaudited condensed consolidated statement of operations for the six months ended March 31, 2006 to present the unaudited pro forma condensed combined statement of operations for the six months ended March 31, 2006. Surfside’s unaudited condensed combined statement of operations for the three months ended December 31, 2005 is also included in the unaudited pro forma condensed combined statement of operations for the fiscal year ended September 30, 2005 of our company and Surfside as further discussed above.

     The unaudited pro forma condensed combined balance sheet as of March 31, 2006 is not required herein as the acquisition was reflected in our March 31, 2006 Quarterly Report on Form 10-Q filed on May 10, 2006.

     The unaudited pro forma condensed combined financial statements are presented for informational purposes only. The unaudited pro forma financial information includes an adjustment to record income taxes as if Surfside was taxed as a C corporation from the beginning of the periods presented until its acquisition date. The unaudited pro forma financial information does not include adjustments to remove certain private company expenses, which will not be incurred in future periods. The unaudited pro forma financial information may not necessarily reflect our future results of operations or what the results of operations would have been had we owned and operated Surfside as of the beginning of the periods

1

presented. The unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements and accompanying notes of our amended annual report on Form 10-K/A for the fiscal year ended September 30, 2005, our amended quarterly report on Form 10-Q/A for the quarter ended December 31, 2005, and our quarterly report on Form 10-Q for the quarter ended March 31, 2006. The unaudited pro forma condensed combined financial statements do not reflect any operating efficiencies and cost savings that we may achieve with respect to the combined companies.

2

MarineMax, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Fiscal Year Ended September 30, 2005
(Amounts in thousands, except share and per share data)

	Historical								Combined
	MarineMax, Inc.		Surfside			Adjustments			Pro Forma
Revenue	$	947,347	$	148,063		$	—		$	1,095,410
Cost of sales		712,843		117,573			—			830,416
Gross profit		234,504		30,490			—			264,994
Selling, general, and administrative expenses		169,975		21,348			—			191,323
Income from operations		64,529		9,142			—			73,671
Interest expense		9,291		1,074			—			10,365
Income before income tax provision		55,238		8,068			—			63,306
Income tax provision (benefit)		21,412		(23	)		3,129	(a)		24,518
Net income	$	33,826	$	8,091		$	(3,129	)	$	38,788
Basic net income per common share	$	2.01	$	—		$	—		$	2.22
Diluted net income per common share	$	1.88	$	—		$	—		$	2.07
Weighted average number of common shares used in computing net income per common share:
Basic		16,815,445		—			665,024	(b)		17,480,469
Diluted		18,032,533		—			665,024	(b)		18,697,557

	NOTES TO MARINEMAX UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(a)	Adjustment to record income taxes as if Surfside was taxed as a C corporation from the beginning of the period presented.
(b)	Adjustment to reflect the additional 665,024 shares of common stock issued in connection with the acquisition that were not included in the historical MarineMax, Inc. weighted average shares outstanding.

3

MarineMax, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Six Months Ended March 31, 2006
(Amounts in thousands, except share and per share data)

	Historical							Combined
	MarineMax, Inc.		Surfside		Adjustments			Pro Forma
Revenue	$	468,571	$	51,313	$	—		$	519,884
Cost of sales		355,648		39,836		—			395,484
Gross profit		112,923		11,477		—			124,400
Selling, general, and administrative expenses		90,560		11,067		—			101,627
Income from operations		22,363		410		—			22,773
Interest expense		7,055		375		—			7,430
Income before income tax provision		15,308		35		—			15,343
Income tax provision		6,056		—		13	(a)		6,069
Net income	$	9,252	$	35	$	(13	)	$	9,274
Basic net income per common share	$	0.52	$	—	$	—		$	0.51
Diluted net income per common share	$	0.50	$	—	$	—		$	0.48
Weighted average number of common shares used in computing net income per common share:
Basic		17,658,304		—		661,370	(b)		18,319,674
Diluted		18,638,117		—		661,370	(b)		19,299,487

	NOTES TO MARINEMAX UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(a)	Adjustment to record income taxes as if Surfside was taxed as a C corporation from the beginning of the period presented.
(b)	Adjustment to reflect the additional 665,024 shares of common stock issued in connection with the acquisition that were not included in the historical MarineMax, Inc. weighted average shares outstanding.

4

EX-99.3

                                                            Exhibit 99.3

            Consent of Independent Registered Public Accounting Firm


We consent to the incorporation by reference in the following Registration
Statements:

(1) Registration Statement (Form S-8 No. 333-83332) pertaining to the
1998 Incentive Stock Plan of MarineMax, Inc.,

(2) Registration Statement (Form S-8 No. 333-63307) pertaining to 1998
Incentive Stock Plan and the 1998 Employee Stock Purchase Plan of MarineMax,
Inc., and

(3) Registration Statement (Form S-3 No. 333-122091) of MarineMax, Inc.,

of our report dated April 28, 2006, with respect to the combined financial
statements of Surfside 3 Marina, Inc. as of and for the year ended
December 31, 2004 included in this Current Report (Form 8-K/A).

                                 /s/ ERNST & YOUNG LLP

Tampa, Florida
June 16, 2006