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
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Date of Report (Date of Earliest Event Reported): |
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October 26, 2018 |
MarineMax, Inc.
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(Exact name of registrant as specified in its charter)
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Florida |
1-14173 |
59-3496957 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
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of incorporation) |
File Number) |
Identification No.) |
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2600 McCormick Drive, Suite 200, Clearwater, Florida |
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33759 |
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Registrant’s telephone number, including area code: |
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727-531-1700 |
Not Applicable
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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. [ ]
Item 1.01 Entry into a Material Definitive Agreement.
On October 26, 2018, MarineMax, Inc. and its subsidiaries (collectively, the "Company") amended and restated its Inventory Financing Agreement (the "Credit Facility"), originally entered into on June 24, 2010, as amended and restated on October 30, 2015 and as subsequently amended on June 9, 2016 and May 9, 2017, with Wells Fargo Commercial Distribution Finance LLC, and includes M&T Bank, Bank of the West, and BB&T. The October 26, 2018 amendment and restatement, among other things, increased the size of the facility by $50 million to $400 million, increased the borrowing availability against certain collateral, and extended the expiration date by one year to October 30, 2021.
The amended Credit Facility has a three-year term and expires on October 30, 2021, subject to extension for two one-year periods, with lender approval.
Advances under the amended and restated 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 mature 1,080 days from the original invoice date. Advances on used inventory mature 361 days from the date the Company acquires the used inventory. Each advance is subject to a curtailment schedule, which requires that the Company pay down the balance of each advance on a periodic basis starting after six months. The curtailment schedule varies based on the type of inventory and the value of the inventory.
The collateral for the amended and restated Credit Facility is primarily the Company’s inventory that is financed through the amended Credit Facility and related accounts receivable. None of the Company’s real estate has been pledged as collateral for the amended Credit Facility. The facility contemplates that other lenders may be added by the Company to finance other inventory not financed under this facility.
Most of the lenders under the amended Credit Facility and their affiliates have various other relationships with the Company and its subsidiaries involving the provision of financial services, including cash management, loans, letters of credit and bank guarantee facilities, investment banking and trust services, and some may serve as a source of retail financing for the Company’s customers.
This description of the amended Credit Facility is qualified in its entirety by reference to the complete terms and conditions of the amended Credit Facility which will be filed as exhibits to the Company's Quarterly Report on Form 10-Q for its quarterly period ended December 31, 2018.
On November 1, 2018, the Company issued a press release announcing the amended Credit Facility. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
To the extent that entering into the October 26, 2018 amendment and restatement constituted a termination of the Credit Facility, the information set forth above under Item 1.01 is hereby incorporated by reference into this Item 1.02.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
Press release of MarineMax, Inc. dated November 1, 2018, entitled "MarineMax Expands Financing Capacity."
Exhibit Index
Exhibit No. |
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Description |
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99.1 |
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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.
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MarineMax, Inc. |
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/s/ Michael H. McLamb Name: Michael H. McLamb |
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Exhibit 99.1
MARINEMAX EXPANDS FINANCING CAPACITY
~ Increases Borrowing Facility to $400 Million and Enhances Terms ~
CLEARWATER, FL – November 1, 2018 – MarineMax, Inc. (NYSE: HZO), the nation’s largest recreational boat and yacht retailer, announced today that it has expanded its financing facility to provide for borrowings of up to $400 million from the previous limit of $350 million.
The expanded facility has a three-year term, expiring in October 2021, and it has two, one-year options to renew, subject to lender approval. Borrowings under the facility are secured primarily by the Company’s inventory that is financed through the facility and related accounts receivable. The Company’s real estate is not pledged. The facility contemplates that other lenders may be added by the Company to finance other inventory not financed under this facility.
Michael H. McLamb, Executive Vice President, Chief Financial Officer and Secretary of MarineMax, Inc. stated, “As we execute our growth plans, as shown by our fiscal 2018 results with revenue approaching $1.2 billion, we felt it was prudent to add additional capacity for the future. We appreciate the confidence expressed by the commitment of our lenders to MarineMax through their ongoing support of our anticipated growth. This enhanced and increased facility provides us with greater financial flexibility which allows us to further capitalize on acquisitions and other growth opportunities as they emerge.”
The agent of the facility is Wells Fargo Commercial Distribution Finance and includes M&T Bank, Bank of the West and BB&T.
About MarineMax
Headquartered in Clearwater, Florida, MarineMax is the nation’s largest recreational boat and yacht retailer. Focused on premium brands, such as Sea Ray, Boston Whaler, Meridian, Hatteras, Azimut Yachts, Ocean Alexander, Galeon, Grady-White, Harris, Crest, Mastercraft, Bennington, Scout, Sailfish, Scarab Jet Boats, Yamaha Jet Boats, Tigé, Aquila, Nautique, and NauticStar, MarineMax sells new and used recreational boats and related marine products and services as well as provides yacht brokerage and charter services. MarineMax currently has 63 retail locations in Alabama, Connecticut, Florida, Georgia, Maryland, Massachusetts, Minnesota, Missouri, New Jersey, New York, North Carolina, Ohio, Oklahoma, Rhode Island, South Carolina, and Texas, and operates MarineMax Vacations in Tortola, British Virgin Islands. MarineMax is a New York Stock Exchange-listed company. For more information, please visit www.marinemax.com.
~ more ~
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 facility's term and options to renew; the potential addition of lenders to the facility; the Company’s belief that the industry recovery will continue for the foreseeable future; and the Company’s belief that the enhanced financial flexibility provided by the increase in capacity should allow the Company to capitalize on acquisitions and growth opportunities as they emerge. These statements involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this release. These risks include the Company’s ability to manage inventory and expenses and accomplish its goals and strategies, the quality of the new product offerings from the Company's manufacturing partners, general economic conditions and the level of consumer spending, the Company’s ability to integrate acquisitions into existing operations, the lenders' ability to provide the agreed upon financing and numerous other factors identified in the Company’s Form 10-K for the fiscal year ended September 30, 2017, subsequent Reports on Form 8-K and 10-Q 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.
CONTACTS: Michael H. McLambBrad Cohen
Chief Financial OfficerICR, Inc.
Abbey Heimensen203.682.8211
Public Relationsbcohen@icrinc.com
MarineMax, Inc.
727.531.1700
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