UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 3, 2022, MarineMax, Inc., a Florida corporation (“MarineMax” or the “Company”), and its wholly-owned subsidiary, MarineMax East, Inc., a Delaware corporation (the “Buyer”) completed its previously-announced purchase of all of the outstanding membership interest units of Island Global Yachting LLC, a Delaware limited liability company, pursuant to the terms of a Securities Purchase Agreement (the “Purchase Agreement”) with Island Marina Holdings LLC, a Delaware limited liability company, and Island Marinas Subsidiary Corp., a Delaware corporation (together, the “Sellers”) dated August 8, 2022 (the “Transaction”). The Transaction was consummated for an aggregate cash purchase price of $480 million in cash, subject to customary purchase price adjustments set forth in the Purchase Agreement, with an additional potential payment of up to $100 million in cash two years after closing, subject to the achievement of certain performance metrics set forth in the Purchase Agreement.
Other than in respect of the Purchase Agreement and certain related agreements, the Company, its subsidiaries, its directors and officers and the associates of such directors and officers have no material relationship with the Sellers
The Transaction was financed through MarineMax’s recently completed expansion of its credit facilities and cash on hand, as described in Item 1.01 of the Form 8-K filed by the Company on August 9, 2022.
This description of the Purchase Agreement is qualified in its entirety by reference to the complete terms and conditions of the Purchase Agreement which is expected to be filed as an exhibit to MarineMax’s Annual Report on Form 10-K for its fiscal year ended September 30, 2022.
On October 4, 2022, MarineMax issued a press release announcing completion of the Transaction. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The Company intends to file the financial statements required by Item 9.01(a) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days after the filing date of this Current Report on Form 8-K.
(b) Pro forma financial information.
The Company intends to file the financial statements required by Item 9.01(b) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days after the filing date of this Current Report on Form 8-K.
Exhibit Number |
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Description |
99.1 |
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104 |
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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 thereunto duly authorized.
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MarineMax, Inc. |
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Date: |
October 4, 2022 |
By: |
/s/ Michael H. McLamb |
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Name: Michael H. McLamb |
Exhibit 99.1
MarineMax Significantly Expands Global Marina Business with the Closing of IGY Marinas
CLEARWATER, FL, October 4, 2022 – MarineMax, Inc. (NYSE: HZO), the world’s largest recreational boat and yacht retailer today announced that it has significantly expanded its global marina business with the completion of the previously announced acquisition of Island Global Yachting LLC (“IGY Marinas”), effective October 1, 2022.
IGY Marinas owns and operates a collection of iconic marina assets in key global yachting destinations. It distinguishes itself with a synergistic network of strategically positioned luxury marinas situated in the world’s most coveted yachting and sport-fishing destinations. IGY Marinas offers a global network of 23 irreplaceable marinas in the Americas, the Caribbean, and Europe, delivering year-round customer touchpoints catering to a wide variety of luxury yachts, while also being exclusive home ports for some of the world’s largest megayachts. The network of marinas is further bolstered by its exclusive Trident superyacht membership program, expansive service offerings, and comprehensive yacht management platform. IGY Marinas strategically expands MarineMax’s portfolio of marinas and creates cross-sell opportunities with its Fraser Yachts and Northrop & Johnson superyacht services businesses.
“We are excited to have completed the acquisition of IGY Marinas which is consistent with our strategic plan to grow our high-margin businesses, expand our product offerings, and increase our geographic reach,” said W. Brett McGill, Chief Executive Officer and President of MarineMax. “We extend a warm welcome to Tom Mukamal, CEO of IGY Marinas, and the IGY Marinas management team, who will continue to lead the growth and operations of the IGY business.”
MarineMax expects to provide additional financial information when the Company reports its fiscal 2022 results.
For more information on the IGY Marinas acquisition, please see the presentation in the Investor Relations section of our website found here: MarineMax's Acquisition of IGY Marinas
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 78 retail dealership locations, some of which include marinas. Collectively, with the IGY acquisition, MarineMax owns or operates 57 marinas worldwide. Through Fraser Yachts and Northrop & Johnson, the Company also is the largest superyacht services provider, operating locations across the globe. Cruisers Yachts, a MarineMax company, manufactures boats and yachts with sales through our select retail dealership locations and through independent dealers. Intrepid Powerboats, a MarineMax company, manufactures powerboats and sells through a direct-to-consumer model. MarineMax provides finance and insurance services through wholly owned subsidiaries and operates MarineMax Vacations in Tortola, British Virgin Islands. The Company also owns Boatyard, an industry-leading customer experience digital product company. 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 may be forward-looking as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include the acquisition creating cross-selling opportunities, the acquisition being consistent with MarineMax's strategic plan to grow its high-margin businesses, expand its product offerings, and increase its geographic reach, and the post-closing management and growth of the IGY business. 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, and numerous other factors identified in the Company’s Form 10-K for the fiscal year ended September 30, 2021 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: |
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Chief Financial Officer |
Brad Cohen or Dawn Francfort |
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727-531-1700 |
investorrelations@marinemax.com |
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Media: |
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Katherine Cooper |
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katherine.cooper.@marinemax.com |
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Document And Entity Information |
Oct. 03, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Oct. 03, 2022 |
| Entity Registrant Name | MarineMax, Inc. |
| Entity Central Index Key | 0001057060 |
| Entity Emerging Growth Company | false |
| Securities Act File Number | 1-14173 |
| Entity Incorporation, State or Country Code | FL |
| Entity Tax Identification Number | 59-3496957 |
| Entity Address, Address Line One | 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 |