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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR FISCAL YEAR ENDED SEPTEMBER 30, 1998
COMMISSION FILE NUMBER 1-14173
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MARINEMAX, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 59-3496957
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
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18167 U.S. HIGHWAY NORTH
SUITE 499
CLEARWATER, FLORIDA 33764
(727) 531-1700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
PRINCIPAL EXECUTIVE OFFICES)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT:
COMMON STOCK, PAR VALUE $.001 PER SHARE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT: NONE
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 X No _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of Common Stock held by nonaffiliates of the
registrant (6,469,062 shares) based on the closing price of the registrant's
Common Stock as reported on the New York Stock Exchange on December 15, 1998,
was $51,364,352. For purposes of this computation, all officers, directors, and
10% beneficial owners of the registrant are deemed to be affiliates. Such
determination should not be deemed to be an admission that such officers,
directors, or 10% beneficial owners are, in fact, affiliates of the registrant.
As of December 15, 1998, there were outstanding 14,607,361 shares of
registrant's Common Stock, par value $.001 per share.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for the 1999 Annual
Meeting of Stockholders are incorporated by reference into Part III of this
Report.
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MARINEMAX, INC.
ANNUAL REPORT ON FORM 10-K
FISCAL YEAR ENDED SEPTEMBER 30, 1998
TABLE OF CONTENTS
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PAGE
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PART I
ITEM 1. BUSINESS.................................................... 1
ITEM 2. PROPERTIES.................................................. 31
ITEM 3. LEGAL PROCEEDINGS........................................... 33
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......... 34
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS......................................... 34
ITEM 6. SELECTED FINANCIAL DATA..................................... 35
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS, AND RESULTS OF OPERATIONS....................... 36
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK........................................................ 41
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................. 41
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.................................... 41
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.......... 42
ITEM 11. EXECUTIVE COMPENSATION...................................... 42
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.................................................. 42
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............. 42
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K......................................................... 42
SIGNATURES............................................................ 45
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS............................ F-1
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PART I
ITEM 1. BUSINESS
INTRODUCTION
THE COMPANY
The Company is the largest recreational boat dealer in the United States.
Through 40 retail locations in Arizona, California, Florida, Georgia, Minnesota,
Nevada, North Carolina, Ohio, and Texas, the Company sells primarily new and
used recreational boats, including pleasure boats (such as sport boats, sport
cruisers, sport yachts, and yachts) and fishing boats with a focus on premium
brands in each segment. The Company also sells related marine products,
including engines, trailers, parts, and accessories. In addition, the Company
arranges related boat financing, insurance, and extended service contracts;
provides repair and maintenance services; and offers boat brokerage services.
The Company is the nation's largest retailer of Sea Ray, Boston Whaler, and
other boats manufactured by Brunswick Corporation ("Brunswick"), which is the
world's largest manufacturer of recreational boats. Sales of new Brunswick boats
accounted for 88% of the Company's new boat sales in fiscal 1998, which the
Company believes represented approximately 25% of all new Sea Ray boat sales and
approximately 6% of all Brunswick marine product sales during that period. Each
of the Company's Operating Subsidiaries is a party to a 10-year dealer agreement
with Brunswick covering Sea Ray products and is the exclusive dealer of Sea Ray
boats in its geographic market.
The Company commenced operations as a combined company as a result of the
March 1, 1998 acquisition of five previously independent recreational boat
dealers and has acquired six additional previously independent recreational boat
dealers since that time. The Company is capitalizing on the experience and
success of each of the Acquired Dealers in order to establish a new national
standard of customer service and responsiveness in the highly fragmented retail
boating industry. While the Company believes the average new boat retailer
generates less than $3.0 million in annual sales, the retail locations of the
Company (operated at least 12 months) averaged $11.2 million in annual sales in
fiscal 1998. As a result of the Company's emphasis on premium brand boats, the
Company's average selling price for a new boat in fiscal 1998 was approximately
$39,500 compared to the Company's estimated industry average selling price of
approximately $14,000. For the fiscal year ended September 30, 1998, the Company
had revenue of approximately $291.2 million, pro forma operating income of
approximately $23.1 million (before deducting the $15.0 million non-recurring
Brunswick Settlement), and pro forma net income (before the Brunswick
Settlement) of approximately $12.6 million. See "Special
Considerations -- Necessity for Manufacturers' Consent to Dealer Acquisitions
and Market Expansion." The Company's same-store sales increased by approximately
18% in fiscal 1998 and has averaged 17% for the last five years.
The Company is adopting the best practices of the Acquired Dealers as
appropriate to enhance its ability to attract more customers, foster an overall
enjoyable boating experience, and offer boat manufacturers stable and
professional retail distribution. The Company believes that its full range of
services, two years of free maintenance ("MarineMax Care"), MarineMax
Value-Price sales approach, prime retail locations, extensive facilities, and
emphasis on customer service and satisfaction before and after a boat sale are
competitive advantages that enable it to be more responsive to the needs of
existing and prospective customers.
The recreational boating industry generated approximately $19.3 billion in
retail sales in 1997, including sales of new and used boats; marine products,
such as engines, trailers, equipment, and accessories; and related expenditures,
such as fuel, insurance, docking, storage, and repairs. Retail sales of new
boats, engines, and trailers accounted for approximately $10.0 billion of such
sales in 1997. The Company estimates that the boat retailing industry includes
more than 4,000 boat retailers, most of which are small retailers that operate
in a single market and provide varying degrees of merchandising, professional
management, and customer service. The Company believes that many dealers are
finding it increasingly difficult to make the managerial and capital commitments
necessary to achieve higher customer service levels and upgrade systems and
facilities as required by boat manufacturers, particularly during a period of
stagnant industry growth. The Company also
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believes that many dealers lack an exit strategy for their owners. See
"Business -- U.S. Recreational Boating Industry."
The Company's executive offices are located at 18167 U.S. 19 North, Suite
499, Clearwater, Florida 33764, and its telephone number is (727) 531-1700. The
Company was incorporated in the state of Delaware in January 1998. Unless the
context otherwise requires, all references to "MarineMax" mean MarineMax, Inc.
prior to its acquisition of five previously independent recreational boat
dealers (including their related real estate companies) and all references to
the "Company" mean, as a combined company, MarineMax, Inc. and the 11
recreational boat dealers acquired to date (the "Operating Subsidiaries" or the
"Acquired Dealers").
STRATEGY
The Company's goal is to enhance its position as the nation's leading
retailer of recreational boats. Key elements of the Company's operating and
growth strategies include the following:
- emphasizing customer satisfaction and loyalty by creating an overall
enjoyable boating experience beginning with the negotiation-free purchase
process, two years of free maintenance, and its premier facilities,
- implementing the "best practices" of each of its Acquired Dealers as
appropriate throughout its dealerships,
- achieving operating efficiencies and synergies among its dealerships to
enhance internal growth and profitability,
- operating with a decentralized approach to the operational management of
its dealerships,
- utilizing technology throughout operations,
- opening additional retail facilities in its existing and new territories,
- offering additional product lines and services throughout its existing
and acquired dealerships, and
- pursuing strategic acquisitions to capitalize upon the significant
consolidation opportunities in the highly fragmented recreational boat
dealer industry by acquiring additional dealers and improving their
performance and profitability through the implementation of the Company's
operating strategies.
See "Business -- Strategy."
DEVELOPMENT OF THE COMPANY; ACQUISITIONS
MarineMax was incorporated in Delaware in January 1998. MarineMax itself,
however, conducted no business until March 1, 1998, when it acquired in separate
merger transactions all the issued and outstanding capital stock of five
independent recreational boat dealers. Simultaneously, MarineMax acquired in
separate contribution transactions all of the beneficial interests of companies
owning real estate used in the operations of certain of the dealers. In
connection with these acquisitions, MarineMax issued an aggregate of 9,191,870
shares of Common Stock to the stockholders of the five dealers and the owners of
the related real estate companies. As a result of the acquisitions, the Company
became the largest recreational boat dealer in the United States. After the
acquisitions, the Company commenced the integration of the five dealers by
centralizing certain administrative functions at the corporate level, such as
accounting, finance (including inventory financing), insurance coverage,
employee benefits, marketing, strategic planning, legal support, purchasing and
distribution, and management information systems.
The Company acquired a sixth recreational boat dealer on April 30, 1998. In
that acquisition, the Company issued 492,306 shares of Common Stock in exchange
for the issued and outstanding stock of that dealer.
Since its initial public offering in June 1998, the Company has acquired
five additional boat dealers and companies owning real estate used in the
operations of certain of these dealers. In connection with these acquisitions,
the Company issued an aggregate of 1,400,428 shares of its Common Stock and paid
an aggregate of $7,218,174 in cash.
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The following table sets forth information regarding the Acquired Dealers,
each of which is continuing its operations as an Operating Subsidiary of the
Company.
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ACQUIRED DEALERS ACQUISITION DATE BUSINESS
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Bassett Boat Company of Florida March 1998 Operates five retail locations in
("Bassett") Miami, Palm Beach, Pompano Beach, and
Stuart, Florida
Louis DelHomme Marine ("DelHomme") March 1998 Operates seven retail locations in
Fort Worth, Lewisville (Dallas),
League City, Montgomery, and Houston,
Texas
Gulfwind USA, Inc. ("Gulfwind USA") March 1998 Operates three retail locations in
Tampa and Clearwater, Florida
Gulfwind South, Inc. ("Gulfwind March 1998 Operates two retail locations in Fort
South") Myers and Naples, Florida
Harrison's Boat Center, Inc. and March 1998 Operates six retail locations in
Harrison's Marine Centers of Oakland, Redding, Santa Rosa, and
Arizona, Inc. (together, Sacramento, California, and Tempe,
"Harrison's") Arizona
Stovall Marine, Inc. ("Stovall") April 1998 Operates four retail locations in
Kennesaw (Atlanta), Augusta, Forest
Park (Atlanta), and Lake Lanier,
Georgia
Cochran's Marine, Inc. and C & N July 1998 Operates five retail locations in
Marine Corporation (together Rogers, Walker, Oakdale, and
"Cochran's") Woodbury, Minnesota
Sea Ray of Wilmington, Inc. July 1998 Operates one retail location in
Wrightsville Beach, North Carolina
Brevard Boat Company ("Brevard") September 1998 Operates one retail location in
Cocoa, Florida
Sea Ray of Las Vegas September 1998 Operates one retail location in Las
Vegas, Nevada
Treasure Cove Marina, Inc. September 1998 Operates four retail locations in
Mentor (Cleveland), Port Clinton, and
Toledo, Ohio
</TABLE>
In October 1998, the Company acquired the operations of Woods & Oviatt,
Inc., a premier boat brokerage operation with headquarters in Ft. Lauderdale,
Florida. Additionally in October 1998, the Company was awarded the Hatteras
Yachts dealership agreement for the state of Florida (excluding certain portions
of the Florida Panhandle) and became the U.S. distributor for Hatteras products
over 74 feet.
As a part of its acquisition strategy, the Company frequently engages in
discussions with various recreational boat dealers regarding their potential
acquisition by the Company. In connection with these discussions, the Company
and each potential acquisition candidate exchange confidential operational and
financial information, conduct due diligence inquiries, and consider the
structure, terms, and conditions of the potential acquisition. In certain cases,
the prospective acquisition candidate agrees not to discuss a potential
acquisition with any other party for a specific period of time, grants the
Company an option to purchase the prospective dealer for a designated price
during a specific time, and agrees to take other actions designed to enhance the
possibility of the acquisition, such as preparing audited financial information
and converting its accounting system to the system specified by the Company.
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.
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BUSINESS
GENERAL
The Company is the largest recreational boat dealer in the United States
with revenue approaching $300 million. Through 40 retail locations in Arizona,
California, Florida, Georgia, Minnesota, Nevada, North Carolina, Ohio, and
Texas, the Company sells primarily new and used recreational boats, including
pleasure boats (such as sport boats, sport cruisers, sport yachts, and yachts)
and fishing boats, with a focus on the premium brands in each segment. The
Company also sells related marine products, including engines, trailers, parts,
and accessories. In addition, the Company arranges related boat financing,
insurance, and extended service contracts, provides repair and maintenance
services, and offers boat brokerage services.
The Company is the nation's largest retailer of Sea Ray, Boston Whaler, and
other boats manufactured by Brunswick, which is the world's largest manufacturer
of recreational boats. Sales of new Brunswick boats accounted for 88% of the
Company's new boat sales in fiscal 1998, which the Company believes represented
approximately 25% of all new Sea Ray boat sales and approximately 6% of all
Brunswick marine product sales during that period. Each of the Company's
Operating Subsidiaries is a party to a 10-year dealer agreement with Brunswick
covering Sea Ray products.
U.S. RECREATIONAL BOATING INDUSTRY
The Company believes that total U.S. recreational boating sales generated
$19.3 billion in revenue in 1997, including retail sales of new and used
recreational boats; marine products, such as engines, trailers, parts, and
accessories; and related boating expenditures, such as fuel, insurance, docking,
storage, and repairs. The Company believes that retail sales of new boats,
engines, trailers, and accessories accounted for approximately $10.0 billion of
such sales in 1997. Retail recreational boating sales were $17.9 billion in the
late 1980s, but declined to a low of $10.3 billion in 1992. The Company believes
this decline can be attributed to a recession, the Gulf War, and the imposition
throughout 1991 and 1992 of a luxury tax on boats sold at prices in excess of
$100,000. The luxury tax was repealed in 1993, and retail recreational boating
sales have increased each year thereafter.
Sales in the recreational boat industry are impacted significantly by other
recreational opportunities; economic factors, including general economic
conditions, consumer income levels, tax law changes, and fuel prices; and
demographics. The share of recreational dollars that U.S. consumers spend on
boating declined from 3.1% in 1988, the boating industry's peak year, to 2.0% in
1996. The Company believes that the decline in boating is attributable to poor
customer service throughout the industry, lack of boater education, and the
perception that boating is time consuming, costly, and difficult.
Most boat purchasers are in the 35 to 54 age group. Although these
individuals account for 36% of the U.S. population over age 16, they account for
over 50% of discretionary income and represent the fastest growing segment of
the U.S. population, growing at a 2.5% annual rate.
The recreational boat retail market remains highly fragmented with little
consolidation having occurred to date. The Company estimates that the boat
retailing industry includes more than 4,000 boat retailers, most of which are
small companies owned by individuals that operate in a single market, have
annual sales of less than $3 million, and provide varying degrees of
merchandising, professional management, and customer service. The Company
believes that many such retailers are encountering increased pressure from boat
manufacturers to improve their levels of service and systems, increased
competition from larger national retailers in certain product lines, and, in
certain cases, business succession issues.
STRATEGY
The Company's goal is to enhance its position as the nation's leading
operator of recreational boat dealerships. Key elements of the Company's
operating and growth strategies include the following:
Operating Strategies
Emphasizing Customer Satisfaction and Loyalty. The Company seeks to
achieve a high level of customer satisfaction and establish long-term customer
loyalty by creating an overall enjoyable boating experience
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beginning with the negotiation-free purchase process. The Company further
enhances and simplifies the purchase process by offering financing and insurance
at its retail locations with competitive terms and streamlined turnaround. The
Company provides the customer with a thorough in-water orientation of boat
operation as well as ongoing boat safety, maintenance, and use seminars and
demonstrations for the customer's entire family. The Company also continues its
customer service after the sale by leading and sponsoring MarineMax Getaways!
group boating trips to various destinations, rendezvous gatherings, and
on-the-water organized events to provide its customers with pre-arranged
opportunities to enjoy the pleasures of the boating lifestyle. The Company also
endeavors to provide superior maintenance and repair services, often at the
customer's wet slip and with extended service department hours, that minimize
the hassles of boat maintenance.
Implementing Best Practices. The Company is implementing the "best
practices" of each of the Acquired Dealers as appropriate throughout its
dealerships. In particular, the Company is phasing in throughout its dealerships
the MarineMax Value-Price sales approach, now implemented at most of its
dealerships. Under the MarineMax Value-Price approach, the Company sells its
boats at posted prices, generally representing a discount from the
manufacturer's suggested retail price, without further price negotiation,
thereby eliminating the anxieties of price negotiations that occur in most boat
purchases. In addition, the Company is adopting, where beneficial, the best
practices of each Acquired Dealer in terms of location design and layout,
product purchases, maintenance and repair services (including extended service
hours and mobile or dockside services), product mix, employee training, and
customer education and services.
Achieving Operating Efficiencies and Synergies. The Company plans to
increase the operating efficiencies of and achieve certain synergies among its
dealerships in order to enhance internal growth and profitability. The Company
is centralizing certain administrative functions at the corporate level, such as
accounting, finance, insurance coverage, employee benefits, marketing, strategic
planning, legal support, purchasing and distribution, and management information
systems. Centralization of these functions should reduce duplicative expenses
and permit the dealerships to benefit from a level of scale and expertise that
would otherwise be unavailable to each dealership individually. The Company also
expects to realize cost savings from reduced inventory carrying costs as a
result of purchasing boat inventories on a national level and directing boats to
dealership locations that can more readily sell such boats; lower financing
costs through new credit facilities; and volume purchase discounts and rebates
for certain marine products, supplies, and advertising. The ability of each of
the Company's retail locations to offer complementary services of the Company's
other retail locations, such as offering customer excursion opportunities,
providing maintenance and repair services at the customer's boat location, and
giving access to a larger inventory, increases the competitiveness of each
retail location.
Operating with Decentralized Management. The Company has adopted a
decentralized approach to the operational management of its dealerships. The
decentralized management approach takes advantage of the extensive experience of
local managers, enabling them to implement policies and make decisions,
including the appropriate product mix, based on the needs of the local market.
Local management authority also fosters responsive customer service and promotes
long-term community and customer relationships. In addition, the centralization
of certain administrative functions at the corporate level enhances the ability
of local managers to focus their efforts on day-to-day dealership operations.
Utilizing Technology Throughout Operations. The Company believes that its
management information system, which currently is being utilized by each
Operating Subsidiary and was developed over the past seven years through
cooperative efforts with a common vendor, enhances the Company's ability to
integrate successfully the operations of the Operating Subsidiaries and future
acquired dealers. The system facilitates the interchange of information and
enhances cross-selling opportunities throughout the Company. The system
integrates each level of operations on a Company-wide basis, including
purchasing, inventory, receivables, financial reporting and budgeting, and sales
management. The system also provides sales representatives with prospect and
customer information that aids them in tracking the status of their contacts
with prospects, automatically generates follow-up correspondence to such
prospects, posts Company-wide the availability of a particular boat, locates
boats needed to satisfy a particular customer request, and monitors the
maintenance and service needs of customers' boats. Company representatives also
utilize the computer system to assist in arranging customer financing and
insurance packages.
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Growth Strategies
Pursuing Strategic Acquisitions. The Company intends to capitalize upon
the significant consolidation opportunities available in the highly fragmented
recreational boat dealer industry by acquiring additional dealers and improving
their performance and profitability through the implementation of the Company's
operating strategies. The primary acquisition focus is on well-established,
high-end recreational boat dealers in geographic markets not currently served by
the Operating Subsidiaries, particularly geographic markets with strong boating
demographics, such as areas within the coastal states and the Great Lakes
region. The Company also may seek to acquire boat dealers that, while located in
attractive geographic markets, have not been able to realize favorable market
share or profitability and that can benefit substantially from the Company's
systems and operating strategies. The Company may expand its range of product
lines and its market penetration by acquiring dealers that distribute
recreational boat product lines different from those currently offered by the
Company. As a result of the considerable industry experience and relationships
of the Company's management team, the Company believes it is well positioned to
identify and evaluate acquisition candidates and assess their growth prospects,
the quality of their management teams, their local reputation with customers,
and the suitability of their locations. The Company believes it is regarded as
an attractive acquiror by boat dealers because of (i) the Company's historical
performance and the experience and reputation of its management team within the
industry; (ii) the Company's decentralized operating strategy, which enables the
managers of an acquired dealer to continue their involvement in dealership
operations; (iii) the ability of management and employees of an acquired dealer
to participate in the Company's growth and expansion through potential stock
ownership and career advancement opportunities; and (iv) the ability to offer
liquidity to the owners of acquired dealers through the receipt of Common Stock
or cash. Brunswick has agreed to cooperate in good faith with the Company and
not to unreasonably withhold its consent to the acquisition by the Company each
year of Sea Ray boat dealers with aggregate total revenue not exceeding 20% of
the Company's revenue in its prior fiscal year to the extent such Sea Ray
dealers desire to be acquired by the Company. See "Business -- Brunswick
Agreement Relating to Acquisitions."
Opening New Facilities. The Company intends to establish additional retail
facilities in its existing and new territories. The Company believes that the
demographics of its existing geographic territories support the opening of
additional facilities and has opened two new retail locations (Palm Beach,
Florida and Sacramento, California) since the Company's acquisition of the five
original Acquired Dealers in March 1998. The Company also plans to reach new
customers by expanding various innovative retail formats developed by the
Operating Subsidiaries, such as mall stores and floating retail facilities. The
mall store concept is unique to the boating industry and is designed to draw
mall traffic, thereby providing exposure to boating and to the Company's boats
to the non-boating public as well as displaying its new product offerings to
boating enthusiasts. Floating retail facilities place the sales facility, with a
customer reception area and sales offices, on or anchored to a dock in a marina
and use adjacent boat slips to display its new and used boats in areas of high
boating activity. These retail formats generated approximately 7.9% of the
Company's revenue in fiscal 1998. The Company's dealer agreements with Brunswick
require Brunswick's consent to open, close, or change retail locations that sell
Sea Ray products, which consent cannot be unreasonably withheld, and other
dealer agreements generally contain similar provisions. See "Business -- Dealer
Agreements With Brunswick."
Offering Additional Product Lines and Services. The Company plans to offer
throughout its existing and acquired dealerships product lines that previously
have been offered only at certain of its locations. The Company also may obtain
additional product lines through the acquisition of distribution rights directly
from manufacturers and the acquisition of dealerships with distribution rights.
For example, the Company added Baja, Sea Hunt, and Sea Pro product lines in
1996; Boston Whaler product lines in 1997; and Hattaras product lines in fiscal
1999. In addition, the Company plans to increase its used boat sales and boat
brokerage services through an increased emphasis on these activities and
cooperative efforts among its dealerships. The Company also plans to offer
enhanced financing and insurance packages designed to better serve customers and
thereby increase sales and improve profitability.
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PRODUCTS AND SERVICES
The Company offers new and used recreational boats and related marine
products, including engines, trailers, parts, and accessories. While the Company
sells a broad range of new and used boats, its dealerships tend to focus on
premium brand products. In addition, the Company arranges related boat
financing, insurance, and extended service contracts; provides boat maintenance
and repair services; and offers boat brokerage services.
New Boat Sales
The Company primarily sells recreational boats, including pleasure boats
(such as sport boats, sport cruisers, sport yachts, and yachts) and fishing
boats. The principal products offered by the Company are manufactured by
Brunswick, the leading worldwide manufacturer of recreational boats, including
Sea Ray pleasure boats and Boston Whaler offshore fishing boats. In fiscal 1998,
approximately 88% of new boats sold by the Company were manufactured by
Brunswick. The Company believes that it accounted for approximately 25% of Sea
Ray's U.S. marine product sales, and 6% of all of Brunswick's marine product
sales in fiscal 1998. Certain of the Company's dealerships also sell bass boats,
fishing boats, and pontoon boats provided by other manufacturers. During fiscal
1998, new boat sales accounted for approximately 69% of revenue.
The Company offers recreational boats in most market segments, but has a
particular focus on larger boats as reflected by the Company's fiscal 1998
average new boat sales price of approximately $39,500 compared to the Company's
estimated industry average selling price of approximately $14,000. Given the
Company's locations in some of the more affluent, offshore boating areas in the
United States and emphasis on high levels of customer service, the Company sells
a relatively higher percentage of large recreational boats such as yachts and
sport cruisers. The Company believes that the product lines offered by it are
among the highest quality within their respective market segments, with
well-established trade-name recognition and reputations for quality,
performance, and styling.
The following table illustrates the range of the Company's new boat product
lines.
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NUMBER OVERALL MANUFACTURER SUGGESTED
PRODUCT LINE AND TRADE NAME OF MODELS LENGTH RETAIL PRICE RANGE
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MOTOR YACHTS AND CONVERTIBLES
Hatteras Motor Yachts...................... 10 52' to 100'+ $983,000 to $8,000,000+
Hatteras Convertibles...................... 8 50' to 90' 944,800 to 5,000,000
PLEASURE BOATS
Sea Ray Yachts............................. 6 50' to 63' 809,000 to 2,138,000
Sea Ray Sport Yachts....................... 10 37' to 48 1/2' 289,000 to 810,000
Sea Ray Sport Cruisers..................... 12 24 1/2' to 33 1/2' 71,000 to 219,000
Sea Ray Sport Boats........................ 19 18' to 25 1/2' 18,000 to 61,500
FISHING BOATS
Boston Whaler.............................. 17 11' to 28' 6,000 to 117,000
Sea Pro.................................... 19 17' to 26 1/2' 10,000 to 30,000
Sea Hunt................................... 3 17' to 21' 12,000 to 15,000
HIGH-PERFORMANCE BOATS
Baja Marine................................ 23 18' to 42 1/2' 22,000 to 229,000
JET BOATS
Sea Rayder................................. 1 15 1/2' 16,000
Boston Whaler Rage......................... 1 15' 16,000 to 18,000
SKI BOATS
Malibu Boats............................... 7 20' to 21' 19,000 to 55,000
</TABLE>
Motor Yachts and Convertibles. Hatteras Yachts is one of the world's
premier yacht builders. The Hatteras fleet is one of the most extensive serving
the luxury megayacht segment of the market, with configurations for cruising and
sport fishing. All Hatteras models include state-of-the-art designs with
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live-aboard luxury that can be customized to accommodate an individual's
desires. The motor yacht series ranging from 52 feet to over 100 feet offers a
flybridge with extensive guest seating, covered aft deck, which may be fully or
partially enclosed, providing the boater with additional living space, an
elegant salon, and up to four staterooms for accommodations. The convertibles
are well equipped to meet the needs of even the most serious tournament-class
competitor. Ranging from 50 feet to 90 feet, Hatteras convertibles feature
interiors that offer luxurious salon/galley arrangements, up to four staterooms
with private heads, and a cockpit that includes a bait and tackle center,
fishbox, and freezer.
Pleasure Boats. Sea Ray pleasure boats target both the luxury and the
family recreational boating markets. Sea Ray sport yachts and yachts serve the
luxury segment of the recreational boating market and include top-of-the-line
living accommodations with a salon, a fully equipped galley, and up to three
staterooms. The sport yachts and yachts come in a variety of configurations,
including aft cabin, bridge cockpit, and express cruiser models, to suit each
customer's particular recreational boating style. Sea Ray sport boat and sport
cruiser models are designed for performance and dependability to meet family
recreational needs and include many of the features and accommodations of Sea
Ray's sport yacht and yacht models. All Sea Ray pleasure boats feature custom
instrumentation that may include an electronics package; Mercury or MerCruiser
engines; various hull, deck, and cockpit designs that can include a swim
platform, bow pulpit, and raised bridge; and various amenities, such as swivel
bucket helm seats, lounge seats, sun pads, wet bars, built-in ice chests,
insulated in-floor fish boxes, fight chairs, rod holders, and bait prep and
refreshment centers.
Fishing Boats. The fishing boats offered by the Company include a
10-horsepower fishing skiff model; models designed for fishing and water sports
in lakes and bays; and a 28-foot, 450-horsepower fiberglass offshore fishing
boat with cabins with limited live-aboard capability. The fishing boats
typically feature livewells, in-deck fishboxes, splash-well gates with
rodholders, rigging stations, cockpit coaming pads, and fresh and saltwater
washdowns.
High-Performance Boats. The high-performance boats that the Company sells
are manufactured by Baja Marine. Powered by MerCruiser sterndrive engines, Baja
high-performance boats are designed to deliver superior handling and durability
at high speeds. The larger offshore models have cabins featuring a V-berth and a
fully equipped galley.
Ski Boats. The Company sells Malibu ski boats designed to achieve a smooth
ride and the flattest wakes possible for increased skier performance and safety.
Most of Malibu's ski boat models are powered by 310-horsepower engines. Malibu's
ski boats have been named Ski Boat of the Year each of the last seven years by
Powerboat Magazine and Hot Boat Magazine.
Used Boat Sales
The Company offers used versions of the new makes and models it offers and,
to a lesser extent, used boats of other makes and models generally taken as
trade-ins. Approximately 76% of the used boats sold by the Company in fiscal
1998 were Brunswick models.
The Company's used boat sales depend on its ability to source a supply of
high-quality used boats at attractive prices. The Company acquires substantially
all of its used boats through customer trade-ins. The Company intends to
increase its used boat business as a result of the increased availability of
quality used boats generated from its acquisition of used boats in its expanding
sales efforts, the increasing number of used boats that are well-maintained
through its boat maintenance plans, its ability to market used boats throughout
its combined dealership network to match used boat demand, and the experience of
its newly acquired Woods & Oviatt boat brokerage operation.
The Company recently introduced at its retail locations the Sea Ray
Legacy(TM) two-year warranty plan available for used Sea Ray boats less than six
years old. The Legacy plan guarantees that each qualifying used Sea Ray boat has
passed a 48-point inspection and provides protection against failure of most
mechanical parts. The Company believes that the Sea Ray Legacy warranty plan,
which is only available for used Sea Ray boats purchased from a Sea Ray dealer,
will enhance its sales of used Sea Ray boats by motivating purchasers of used
Sea Ray boats to purchase only from a Sea Ray dealer and motivating sellers of
Sea Ray boats to sell through a Sea Ray dealer.
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Marine Engines and Related Marine Equipment
The Company offers marine engines and propellers, all of which are
manufactured by Mercury Marine, a division of Brunswick. The Company sells
marine engines and propellers primarily to retail customers as replacements for
their existing engines or propellers. The engines range in price from $560 to
$33,900, and propellers range in price from $35 to $4,300. In 1998, Mercury
Marine introduced various new engine models that reduce engine emissions to
comply with current Environmental Protection Agency requirements, including its
OPTIMAX(R) 200-horsepower outboard engine, featuring a new direct fuel injection
technology that also increases fuel efficiency. See "Business -- Environmental
and Other Regulatory Issues." An industry leader for almost six decades, Mercury
Marine specializes in state-of-the-art marine propulsion systems and
accessories. Each of the Operating Subsidiaries has been recognized by Mercury
Marine as a "Platinum Dealer," which is generally awarded to the top 5% of
Mercury Marine dealers, for an average of 10 consecutive years.
The Company also sells related marine parts and accessories, including
oils, lubricants, steering and control systems, corrosion control products,
engine care and service products (primarily Mercury Marine's Quicksilver line),
Kiekhaefer high-performance accessories (such as propellers), instruments, and a
complete line of boating accessories, including life jackets, inflatables, and
wakeboards. The Company also offers novelty items, such as shirts, caps, and
floormats bearing the Sea Ray or dealer logo.
Maintenance and Repair Services
Providing customers with professional, prompt maintenance and repair
services is critical to the Company's sales efforts and contributes to the
direct profitability of the Company. The Company provides maintenance and repair
services at most of its retail locations, with extended service hours at certain
of its locations. In addition, in many of its markets, the Company provides
mobile maintenance and repair services at the location of the customer's boat.
The Company believes that this service commitment is a competitive advantage in
the markets in which the Company competes and is critical to its efforts to
provide a trouble-free boating experience. The Company also believes that its
maintenance and repair services contribute to strong customer relationships and
that its emphasis on preventative maintenance and quality service increases the
potential supply of well-maintained boats for its used boat sales.
The Company's MarineMax Care Program provides for hassle-free boating by
covering certain of the manufacturer's scheduled maintenance for up to two
years. The Company's dealerships include generally the MarineMax Care Program as
part of the MarineMax Value-Price of the boat. Company technicians provide
maintenance on a regularly scheduled basis at either the Company's retail
locations or dockside. The Company notifies its customers when their boats are
due for periodic service, thereby encouraging preventative maintenance.
The Company performs both warranty and non-warranty repair services, with
the cost of warranty work reimbursed by the manufacturer in accordance with the
manufacturer's warranty reimbursement program. For warranty work, Brunswick
reimburses a percentage of the dealer's posted service labor rates, with the
percentage varying depending on the dealer's customer satisfaction index rating
and attendance at service training courses. The Company derives the majority of
its warranty revenue from Brunswick products, as Brunswick products comprise the
majority of products sold. Certain other manufacturers reimburse warranty work
at a fixed amount per repair. Because boat manufacturers permit warranty work to
be performed only at authorized dealerships, the Company receives substantially
all of the warranted maintenance and repair work required for the new boats it
sells. The Company's extended warranty contracts also result in an ongoing
demand for the Company's maintenance and repair services for the duration of the
term of the extended warranty contract.
The Company's maintenance and repair services are performed by
manufacturer-trained and certified service technicians. In charging for its
mechanics' labor, many of the Company's dealerships use a variable rate
structure designed to reflect the difficulty and sophistication of different
types of repairs. The percentage markups on parts are similarly based on market
conditions for different parts.
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F&I Products
At each of its retail locations, the Company offers its customers the
ability to finance new or used boat purchases and to purchase extended service
contracts and insurance coverage, including credit-life, accident/ disability
coverage, and boat property and casualty coverage (collectively, "F&I
products"). During fiscal 1998, F&I products accounted for approximately 2.3% of
revenue. The Company believes that its customers' ability to obtain competitive
financing quickly and easily at the Company's dealerships complements its
ability to sell new and used boats. The Company also believes its ability to
provide customer-tailored financing on a "same- day" basis gives it an advantage
over many of its competitors, particularly smaller competitors that lack the
resources to arrange boat financing at their dealerships or that do not generate
sufficient volume to attract the diversity of financing sources that are
available to the Company.
The Company has relationships with various national marine product lenders
under which the lenders purchase retail installment contracts evidencing retail
sales of boats and other marine products that are originated by the Company in
accordance with existing pre-sale agreements between the Company and such
lenders. These arrangements permit the Company to participate in the financing
by receiving a portion of the finance charges expected to be earned on the
retail installment contract based on a variety of factors, including the credit
standing of the buyer, the annual percentage rate of the contract charged to the
buyer, and the lender's then current minimum required annual percentage rate
charged to the buyer on the contract. This participation is subject to repayment
by the Company if the buyer prepays the contract or defaults within a designated
time period, usually 90 to 180 days. To the extent required by applicable state
law, the Company's dealerships are licensed to originate and sell retail
installment contracts financing the sale of boats and other marine products.
The Company also is able to offer its customers the opportunity to purchase
credit life insurance, credit accident and disability insurance, as well as
property and casualty insurance coverage. Credit life insurance policies provide
for repayment of the boat financing contract if the purchaser dies while the
contract is outstanding. Accident and disability insurance policies provide for
payment of the monthly contract obligation during any period in which the buyer
is disabled. Property and casualty insurance covers loss or damage to the boat.
Some buyers choose to include their insurance premiums in their financing
contract. The Company does not act as an insurance broker or agent or issue
insurance policies on behalf of insurers. The Company, however, provides
marketing activities and other related services to insurance companies and
brokers for which it receives marketing fees. One of the Company's strategies is
to generate increased marketing fees by offering more competitive insurance
products.
The Company also offers extended service contracts under which, for a
predetermined price, the Company provides all designated services recommended in
the manufacturer's maintenance guidelines during the contract term at no
additional charge above a deductible. While the Company sells all new boats with
the boat manufacturer's standard warranty of generally five years, extended
service contracts provide additional coverage beyond the time frame or scope of
the manufacturer's warranty. Purchasers of used boats generally are able to
purchase an extended service contract, even if the selected boat is no longer
covered by the manufacturer's warranty. Generally, the Company receives a fee,
often up to 50% of the premium, for arranging an extended service contract. The
Company manages the service obligations that it sells and provides the parts and
service (or pays the cost of others that may provide such parts and services)
for claims made under the contracts. Most required services under the contracts
are provided by the Company. Claims and cancellations have been insignificant
during the past five years.
Boat Brokerage Services
Through employees or subsidiaries that are licensed boat brokers, the
Company offers boat brokerage services at most of its retail locations and will
be extending its newly acquired Woods & Oviatt boat brokerage operations
throughout its dealerships. For a commission of typically between 10% and 14%,
the Company offers for sale brokered boats, listing them on the "BUC" system,
and advising its other retail locations of their availability through the
Company's integrated computer system. The BUC system, which is similar to a real
estate multiple listing service, is a national boat listing service of
approximately 600 brokers maintained by
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BUC International. Often sales are co-brokered, with the commission split
between the buying and selling brokers. The Company believes that its access to
potential used boat customers and methods of listing and advertising customers'
brokered boats is more extensive than is typical among boat brokers. In addition
to generating revenue from brokerage commissions, the Company's boat brokerage
services also enable the Company to offer a broad array of used boats without
increasing related inventory costs.
The Company's brokerage customers receive the same high level of customer
service as its new and used boat customers. The Company's waterfront retail
locations enable in-water demonstrations of an on-site brokered boat. The
Company's maintenance and service, including mobile service, also is available
to the Company's brokerage customers. The purchaser of a Sea Ray boat brokered
through the Company also can take advantage of MarineMax Getaways! weekend and
day trips and other rendezvous gatherings and in-water events, as well as boat
operation and safety seminars. The Company believes that the array of services
it offers are unique in the boat brokerage business.
RETAIL LOCATIONS
The Company sells its recreational boats and other marine products and
offers its related boat services through 40 retail locations in Arizona,
California, Florida, Georgia, Minnesota, Nevada, North Carolina, Ohio, and
Texas. Each retail location generally includes an indoor showroom (including
some of the industry's largest indoor boat showrooms) and outside area for
displaying boat inventories, a business office to assist customers in arranging
financing and insurance, and repair and maintenance facilities. Most of the
Company's retail locations are waterfront properties on some of the nation's
most popular boating locations, including the Intracoastal Waterway, Naples Bay
(next to the Gulf of Mexico), Tampa Bay, and the Caloosahatchee River in
Florida; Clear Lake, Lake Conroe, and Lake Lewisville in Texas; the Delta Basin
in northern California; Lake Erie in Ohio; Leech Lake and the St. Croix River in
Minnesota; and Lake Lanier in Georgia. The Company's waterfront retail
locations, most of which include marina-type facilities and docks at which the
Company displays its boats, are easily accessible to the boating populace, serve
as in-water showrooms, and enable the sales force to give the customer immediate
in-water demonstrations of various boat models.
The Company plans to reach new customers by expanding in new locations
through various innovative retail formats such as mall stores and floating
retail facilities. Located in a shopping mall and utilizing a wooden dock set in
a seaside scene to "anchor" seven to 10 new boat models offered by the Company,
the mall store concept is unique to the boating industry and is designed to draw
mall traffic, thereby providing exposure to boating and to the Company's boats
to the non-boating public as well as displaying its new product offerings to
boating enthusiasts. Floating retail facilities place the sales facility, with a
customer reception area and sales offices, on or anchored to a dock in a marina
and use adjacent boat slips to display new and used boats in areas of high
boating activity. The Company currently has two mall stores and four floating
retail facilities. See "Properties."
OPERATIONS
Dealership Operations and Management
The Company has adopted a decentralized approach to the operational
management of its dealerships. While certain administrative functions are
centralized at the corporate level, local management is primarily responsible
for the day-to-day operations of the retail locations. Each retail location is
managed by a store manager, who oversees the day-to-day operations, personnel,
and financial performance of the individual store, subject to the direction of a
district manager, who generally has responsibility for the retail locations
within a specified geographic region. Typically, each retail location also has a
staff consisting of a sales manager, an F&I manager, a parts and service
manager, sales representatives, maintenance and repair technicians, and various
support personnel.
The Company attempts to attract and retain quality employees at its retail
locations by providing them with ongoing training to enhance sales
professionalism and product knowledge, career advancement opportunities within a
larger company, and favorable benefit packages. Recently, the Company
established a formal training program in Clearwater, Florida, called "MarineMax
University," to provide training for employees in
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all aspects of the Company's operations. Extensive four-week training sessions
are held periodically throughout the year.
Sales representatives receive compensation primarily on a commission basis.
Store managers are salaried employees with incentive bonuses based on the
performance of the dealership they manage. Maintenance and repair service
managers receive compensation primarily on a salary basis with commission
incentives. The Company's management information system provides each store
manager and sales representative with daily sales information, enabling them to
monitor their performance on a daily, weekly, and monthly basis. The Company has
a uniform, fully integrated management information system serving each of its
dealerships. See "Business -- Operations -- Management Information System."
Sales and Marketing
The Company's sales philosophy focuses on selling the pleasures of the
boating lifestyle. The Company believes that the critical elements of its sales
philosophy include its appealing retail locations, hassle-free MarineMax
Value-Price approach, highly trained sales representatives, high level of
customer service, emphasis on educating the customer and the customer's family
on boat use, and providing its customers with opportunities for boating. The
Company strives to provide superior customer service and support before, during,
and after the sale.
The Company's retail locations offer each customer the opportunity to
evaluate a large variety of new and used boats in a comfortable and convenient
setting. The Company's full-service retail locations facilitate a turn-key
purchasing process that includes attractive lender financing packages, extended
service agreements, and insurance. Most of the Company's retail locations are
located on waterfronts and marinas, which attract boating enthusiasts and enable
customers to operate various boats prior to making a purchase decision.
The Company sells its boats at posted value prices that generally represent
a discount from the manufacturer's suggested retail price, frequently including
two years of free maintenance. The MarineMax Value-Price sales approach
eliminates customer anxiety associated with price negotiation and the ongoing
hassles of maintaining the boat.
Highly trained, professional sales representatives are an important factor
to the Company's successful sales efforts. These sales representatives are
trained to recognize the importance of fostering an enjoyable sales process, to
educate customers on the operation and use of the boats, and to assist customers
in making technical and design decisions in boat purchases.
As a part of its sales and marketing efforts, the Company also participates
in boat shows and in-the-water sales events at area boating locations, typically
held in January and February, in each of its markets and in certain locations in
close proximity to its markets. These shows and events are normally held at
convention centers or marinas, with area dealers renting space. Boat shows and
other offsite promotions are an important venue for generating sales orders for
the Company's new boats. The boat shows also generate a significant amount of
interest in the Company's products resulting in boat sales after the show. The
Company plans to sponsor its own boat shows.
The Company emphasizes customer education through one-on-one education by
its sales representatives and, at some locations, its delivery captains, before
and after a sale, and through in-house seminars for the entire family on boat
safety, the use and operation of boats, and product demonstrations. One of the
Company's delivery captains or the sales representative delivers the customer's
boat to an area boating location and thoroughly instructs the customer about the
operation of the boat, including hands-on instructions for docking and
trailering the boat. To enhance its customer relationships after the sale, the
Company leads and sponsors MarineMax Getaways! group boating trips to various
destinations, rendezvous gatherings, and on-the-water organized events that
promote the pleasures of the boating lifestyle. Each Company-sponsored event,
planned and led by a Company employee, also provides a favorable medium for
acclimating new customers to boating and enables the Company to actively promote
new product offerings to boating enthusiasts.
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As a result of the Company's relative size, the Company believes it has a
competitive advantage within the industry by being able to conduct an organized
and systematic advertising and marketing effort. Part of its marketing effort
includes an integrated prospect management system that tracks the status of each
sales representative's contacts with a prospect, automatically generates
follow-up correspondence, posts Company-wide availability of a particular boat
or other marine product desired by a customer, and tracks the maintenance and
service needs for the customer's boat.
Suppliers and Inventory Management
The Company purchases substantially all of its new boat inventory directly
from manufacturers, which allocate new boats to dealerships based on the amount
of boats sold by the dealership. The Company also exchanges new boats with other
dealers to accommodate customer demand and to balance inventory.
The Company purchases new boats and other marine products primarily from
Brunswick, Hatteras (Genmar), SeaPro, Sea Hunt, and Malibu Boats. The Company is
the largest volume purchaser of Brunswick's Sea Ray boats, which the Company
believes represented approximately 25% of all new Sea Ray boat sales during
fiscal 1998. Approximately 88% of the Company's net purchases in fiscal 1998
were from Brunswick; no other manufacturer accounted for more than 10% of the
Company's net purchases in fiscal 1998. Brunswick has entered into a 10-year
dealer agreement with each of the Operating Subsidiaries covering Sea Ray
products. See "Business -- Dealer Agreements With Brunswick."
The Company typically deals with each of its manufacturers, other than the
Sea Ray division of Brunswick, under an annually renewable, non-exclusive dealer
agreement. Manufacturers generally establish prices on an annual basis, but may
change prices in their sole discretion. Manufacturers typically discount the
cost of inventory and offer inventory financing assistance during the
manufacturers' slow seasons, generally September through December. To obtain
lower cost of inventory, the Company intends to capitalize on these manufacturer
incentives to take product delivery during the manufacturers' slow seasons. This
permits the Company to gain pricing advantages and better product availability
during the selling season.
The dealer agreements with the Sea Ray division of Brunswick do not
restrict the Company's right to sell any Sea Ray product lines or competing
products. See "Business -- Dealer Agreements With Brunswick." Arrangements with
certain other manufacturers may restrict the Company's right to offer some
product lines in certain markets. The Company does not believe that these
restrictions will have a material impact on the Company's business, financial
condition, or results of operations. See "Special Considerations -- Boat
Manufacturers' Control Over Dealers."
The Company transfers individual boats among its retail locations to fill
customer orders that otherwise might take three to four weeks to receive from
the manufacturer. This reduces delays in delivery, helps the Company maximize
inventory turnover, and assists in minimizing potential overstock or
out-of-stock situations. The Company actively monitors its inventory levels to
maintain the appropriate inventory levels to meet current market demands. The
Company is not bound by contractual agreements governing the amount of inventory
that it must purchase in any year from any manufacturer. The Company
participates in numerous end-of-summer manufacturer boat shows, which
manufacturers sponsor to sell off their remaining inventory at reduced costs
before the introduction of new model year products, typically beginning in July.
Inventory Financing
Marine manufacturers customarily provide interest assistance programs to
retailers. The interest assistance varies by manufacturer and may include
periods of free financing or reduced interest rate programs. The interest
assistance may be paid directly to the retailer or the financial institution
depending on the arrangements the manufacturer has established. The Company
believes that its financing arrangements with manufacturers are standard within
the industry. As of September 30, 1998, the Company owed an aggregate of
approximately $45.8 million under the Loan and Security Agreement, dated April
7, 1998, with Nations Credit Distribution Finance, Inc. ("NDF"), providing for a
revolving line of credit loan to the Company in the maximum amount of $105
million (the "Loan"). Advances accrue interest at the 90-day London Interbank
Offered Rate plus 125 basis points. The Loan terminates on April 1, 2001. The
availability of loan advances
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from time to time is based upon the value of new and used inventory, parts, and
accounts receivable of the Company and each of its direct and indirect
subsidiaries. Advances may be used for acquisition of inventory, working
capital, and other purposes satisfactory to NDF. No more than $10 million in
advances may be outstanding for working capital purposes, unless the Company and
its subsidiaries pledge their real property assets. The Company plans to
increase its credit facilities by approximately $95 million.
Management Information System
The Company believes that its management information system, which
currently is being utilized by each Operating Subsidiary and was developed by
certain of the Acquired Dealers over the past seven years through cooperative
efforts with a common vendor, enhances the Company's ability to integrate
successfully the operations of the Operating Subsidiaries and future
acquisitions, facilitates the interchange of information, and enhances
cross-selling opportunities throughout the Company. The system integrates each
level of operations on a Company-wide basis, including purchasing, inventory,
receivables, financial reporting and budgeting, and sales management. The system
enables the Company to monitor each dealership's operations in order to identify
quickly areas requiring additional focus and to manage inventory. The system
also provides sales representatives with prospect and customer information that
aids them in tracking the status of their contacts with prospects, automatically
generates follow-up correspondence to such prospects, posts Company-wide the
availability of a particular boat, locates boats needed to satisfy a particular
customer request, and monitors the maintenance and service needs of customers'
boats. Company representatives also utilize the system to assist in arranging
financing and insurance packages. The Company has implemented changes to its
management information system that it believes addresses the Year 2000 issue.
BRUNSWICK AGREEMENT RELATING TO ACQUISITIONS
On April 28, 1998, the Company and Brunswick entered into an agreement
providing for Brunswick to cooperate in good faith and not to unreasonably
withhold its consent to the acquisitions each year by the Company of Sea Ray
boat dealers with aggregate total revenue not exceeding 20% of the Company's
revenue in its prior fiscal year. Any acquisitions in excess of the 20%
benchmark will be at Brunswick's discretion. In the event that the Company's
sales of Sea Ray boats exceed 49% of the sales of Sea Ray boats by all Sea Ray
boat dealers (including the Company) in any fiscal year of Brunswick, the
agreement provides that Company and Brunswick will negotiate in good faith the
standards for acquisitions of Sea Ray boat dealers by the Company during
Brunswick's next succeeding fiscal year but that Brunswick may grant or withhold
its consent to any such acquisition in its sole discretion for as long as the
Company's Sea Ray boat sales exceed the 49% benchmark.
DEALER AGREEMENTS WITH BRUNSWICK
Brunswick, through its Sea Ray division, and the Company, through each of
the Operating Subsidiaries, are parties to Sales and Service Agreements (the
"Dealer Agreements") relating to Sea Ray products. Each Dealer Agreement
appoints one of the Operating Subsidiaries as a non-exclusive dealer for the
retail sale, display, and servicing of designated Sea Ray products and repair
parts currently or in the future sold by Sea Ray. Each Dealer Agreement
designates a non-exclusive area of primary responsibility for the dealer, which
is a geographical area in proximity to the dealer's retail locations based on
such areas that are customarily designated by Sea Ray and applicable to its
domestic dealers. Each Dealer Agreement also specifies retail locations, which
the dealer may not close, change, or add to without the prior written consent of
Sea Ray, provided that Sea Ray may not unreasonably withhold its consent. Upon
at least one year's prior notice and the failure by the dealer to cure, Sea Ray
may remove the dealer's right to operate any particular retail location if the
dealer fails to meet its material obligations, performance standards, or terms,
conditions, representations, warranties, and covenants applicable to that
location. Each Dealer Agreement also restricts the dealer from selling,
advertising, soliciting for sale, or offering for resale any Sea Ray products
outside its area of primary responsibility without the prior written consent of
Sea Ray as long as similar restrictions also apply to all domestic Sea Ray
dealers selling comparable Sea Ray products. Each Dealer Agreement provides for
the lowest product prices charged by the Sea Ray division of Brunswick from time
to time to other
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domestic Sea Ray dealers, subject to the dealer meeting all the requirements and
conditions of Sea Ray's applicable programs and the right of Brunswick in good
faith to charge lesser prices to other dealers to meet existing competitive
circumstances, for unusual and non-ordinary business circumstances, or for
limited duration promotional programs.
Each Dealer Agreement requires the dealer to (i) promote, display,
advertise, and sell Sea Ray boats at each of its retail locations in accordance
with the agreement and applicable laws; (ii) purchase and maintain sufficient
inventory of current Sea Ray boats to meet the reasonable demand of customers at
each of its locations and to meet the minimum inventory requirements applicable
to all Sea Ray dealers; (iii) maintain at each retail location, or at another
acceptable location, a service department to service Sea Ray boats promptly and
professionally and to maintain parts and supplies to service Sea Ray boats
properly on a timely basis; (iv) perform all necessary installation and
inspection services prior to delivery to purchasers and perform post-sale
services of all Sea Ray products sold by the dealer or brought to the dealer for
service; (v) furnish purchasers with Sea Ray's limited warranty on new products
and with information and training as to the sale and proper operation and
maintenance of Sea Ray boats; (vi) assist Sea Ray in performing any product
defect and recall campaigns; (vii) maintain complete product sales and service
records; (viii) achieve annual sales performance in accordance with fair and
reasonable sales levels established by Sea Ray, after consultation with the
dealer, based on factors such as population, sales potential, local economic
conditions, competition, past sales history, number of retail locations, and
other special circumstances that may affect the sale of products or the dealer,
in each case consistent with standards established for all domestic Sea Ray
dealers selling comparable products; (ix) provide designated financial
information; (x) conduct its business in a manner that preserves and enhances
the reputation of Sea Ray and the dealer for providing quality products and
services; (xi) maintain the financial ability to purchase and maintain on hand
required inventory levels; (xii) indemnify Sea Ray against any claims or losses
resulting from the dealer's failure to meet its obligations to Sea Ray; (xiii)
maintain customer service ratings sufficient to maintain Sea Ray's image in the
marketplace; and (xiv) achieve within designated time periods and thereafter
maintain master dealer status (which is Sea Ray's highest performance status)
for the locations designated by Sea Ray and the dealer.
Each Dealer Agreement has an initial term of 10 years. Each Dealer
Agreement, however, may be terminated (a) by Sea Ray if the dealer fails or
refuses to place a minimum stocking order of the next model year's products in
accordance with requirements applicable to all Sea Ray dealers generally or
fails to meet its financial obligations as they become due to Sea Ray or to the
dealer's lenders; (b) by Sea Ray or the dealer where good cause exists
(including the material breach, default, or noncompliance with any material
term, provision, warranty, or obligation under the agreement) and has not been
cured within 60 days of prior written notice of the claimed deficiency or at the
end of the 60-day period without the opportunity to cure where the cause
constitutes bad faith; (c) by Sea Ray or the dealer in the event of the
insolvency, bankruptcy, or receivership of the other; (d) by Sea Ray in the
event of the assignment of the agreement by the dealer without the prior written
consent of Sea Ray; (e) by Sea Ray upon at least 10 days' prior written notice
in the event of the failure to pay any sums due and owing to Sea Ray that are
not disputed in good faith; (f) by Sea Ray if a majority of the Board of
Directors of the Company does not consist of the senior executives and Other
Designated Members (as defined in the Stockholders' Agreement); or (g) upon the
mutual consent of the dealer and Sea Ray.
EMPLOYEES
As of September 30, 1998, the Company had 731 employees, 713 of whom were
in store-level operations and 18 of whom were in corporate administration and
management. The Company is not a party to any collective bargaining agreements
and is not aware of any efforts to unionize its employees. The Company considers
its relations with its employees to be excellent.
TRADEMARKS AND SERVICE MARKS
The Company has trade name and trademark applications pending with the U.S.
Patent and Trademark Office for various names, including "MarineMax," "MarineMax
Value-Price," "Value-Price," "Delivering the Dream," "Selling and Delivering the
Dream," "Selling the Dream," and "The Water Gene." There can be no assurance
that any of these applications will be granted.
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<PAGE> 18
SEASONALITY
The Company's business, as well as the entire recreational boating
industry, is highly seasonal. Over the two-year period ended September 30, 1998,
the average net sales for the quarters ended December 31, March 31, June 30, and
September 30 represented 16%, 22%, 35%, and 27%, respectively, of the Company's
average annual net sales. With the exception of Florida, the Company's
geographic territories generally realize significantly lower sales in the
quarterly period ending December 31, with boat sales generally improving in
January with the onset of the public boat and recreation shows, and continue
through July.
The Company's business is also subject to weather patterns, which may
adversely affect the Company's results of operations. For example, drought
conditions (or merely reduced rainfall levels) or excessive rain, may close area
boating locations or render boating dangerous or inconvenient, thereby
curtailing customer demand for the Company's 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 the Company's operations or damage to its boat inventories and
facilities. Although the Company's geographic diversity is likely to reduce the
overall impact to the Company of adverse weather conditions in any one market
area, such conditions will continue to represent potential, material adverse
risks to the Company and its future financial performance.
ENVIRONMENTAL AND OTHER REGULATORY ISSUES
The Company's operations are subject to extensive regulation, supervision,
and licensing under various federal, state, and local statutes, ordinances, and
regulations. While the Company believes that it maintains all requisite licenses
and permits and is in compliance with all applicable federal, state, and local
regulations, there can be no assurance that the Company will be able to maintain
all requisite licenses and permits. The failure to satisfy those and other
regulatory requirements could have a material adverse effect on the Company's
business, financial condition, and results of operations. The adoption of
additional laws, rules, and regulations could also have a material adverse
effect on the Company's business. Various federal, state, and local regulatory
agencies, including the Occupational Safety and Health Administration ("OSHA"),
the United States Environmental Protection Agency (the "EPA"), and similar
federal and local agencies, have jurisdiction over the operation of the
Company's dealerships, repair facilities, and other operations with respect to
matters such as consumer protection, workers' safety, and laws regarding
protection of the environment, including air, water, and soil.
The EPA recently promulgated air emissions regulations for outboard marine
engines that impose stricter emissions standards for two-cycle, gasoline
outboard marine engines. Emissions from such engines must be reduced by
approximately 75% over a nine-year period beginning with the 1998 model year.
Costs of comparable new engines, if materially more expensive than previous
engines, or the inability of the Company's manufacturers to comply with EPA
requirements, could have a material adverse effect on the Company's business,
financial condition, and results of operations.
Certain of the Company's facilities own and operate underground storage
tanks ("USTs") for the storage of various petroleum products. The USTs are
generally subject to federal, state, and local laws and regulations that require
testing and upgrading of USTs and remediation of contaminated soils and
groundwater resulting from leaking USTs. In addition, if leakage from
Company-owned or operated USTs migrates onto the property of others, the Company
may be subject to civil liability to third parties for remediation costs or
other damages. Based on historical experience, the Company believes that its
liabilities associated with UST testing, upgrades, and remediation are unlikely
to have a material adverse effect on its financial condition or operating
results.
As with boat dealerships generally, and parts and service operations in
particular, the Company's business involves the use, handling, storage, and
contracting for recycling or disposal of hazardous or toxic substances or
wastes, including environmentally sensitive materials, such as motor oil, waste
motor oil and filters, transmission fluid, antifreeze, freon, waste paint and
lacquer thinner, batteries, solvents, lubricants, degreasing agents, gasoline,
and diesel fuels. Accordingly, the Company is subject to regulation by federal,
state, and local authorities establishing requirements for the use, management,
handling, and disposal of these materials and
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<PAGE> 19
health and environmental quality standards, and liability related thereto, and
providing penalties for violations of those standards. The Company is also
subject to laws, ordinances, and regulations governing investigation and
remediation of contamination at facilities it operates to which it sends
hazardous or toxic substances or wastes for treatment, recycling, or disposal.
The Company does not believe it has any material environmental liabilities
or that compliance with environmental laws, ordinances, and regulations will,
individually or in the aggregate, have a material adverse effect on the
Company's business, financial condition, or results of operations. However, soil
and groundwater contamination has been known to exist at certain properties
owned or leased by the Company. The Company has also been required and may in
the future be required to remove aboveground and underground storage tanks
containing hazardous substances or wastes. As to certain of the Company's
properties, specific releases of petroleum have been or are in the process of
being remedied in accordance with state and federal guidelines. The Company is
monitoring the soil and groundwater as required by applicable state and federal
guidelines. In addition, the shareholders of the Acquired Dealers have
indemnified the Company for specific environmental issues identified on
environmental site assessments performed by the Company as part of the
acquisitions. The Company maintains insurance for pollutant cleanup and removal.
The coverage pays for the expenses to extract pollutants from land or water at
the insured property, if the discharge, dispersal, seepage, migration, release
or escape of the pollutants is caused by or results from a covered cause of
loss. The Company may also have additional storage tank liability insurance and
"Superfund" coverage where applicable. In addition, certain of the Company's
retail locations are located on waterways that are subject to federal or state
laws regulating navigable waters (including oil pollution prevention), fish and
wildlife, and other matters.
One of the properties owned by the Company was historically used as a
gasoline service station. Remedial action with respect to prior historical site
activities on this property has been completed in accordance with federal and
state law. Also, one of the Company's properties is within the boundaries of a
Superfund site, although the Company's property has not been and is not expected
to be identified as a contributor to the contamination in the area. The Company,
however, does not believe that these environmental issues will result in any
material liabilities to the Company.
Additionally, certain states have required or are considering requiring a
license in order to operate a recreational boat. While such licensing
requirements are not expected to be unduly restrictive, regulations may
discourage potential first-time buyers, thereby limiting future sales, which
could adversely affect the Company's business, financial condition, and results
of operations.
PRODUCT LIABILITY
Products sold or serviced by the Company may expose it to potential
liabilities for personal injury or property damage claims relating to the use of
those products. Historically, the resolution of product liability claims has not
materially affected the Company's business. The Company's manufacturers
generally maintain product liability insurance, and the Company maintains
third-party product liability insurance, which it believes to be adequate.
However, there can be no assurance that the Company will not experience legal
claims in excess of its insurance coverage or that claims will be covered by
insurance. Furthermore, any significant claims against the Company could
adversely affect the Company's business, financial condition, and results of
operations and result in negative publicity.
COMPETITION
The Company operates in a highly competitive environment. In addition to
facing competition generally from recreation businesses seeking to attract
consumers' leisure time and discretionary spending dollars, the recreational
boat industry itself is highly fragmented, resulting in intense competition for
customers, quality products, boat show space, and suitable retail locations. The
Company believes that the principal factors influencing competition within the
recreational boat industry are product features and quality, dealer service,
price, location, selection, and the availability of customer financing. The
Company relies to a certain extent on boat shows to generate sales. The
inability of the Company to participate in boat shows in its existing or
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<PAGE> 20
targeted markets could have a material adverse effect on the Company's business,
financial condition, and results of operations.
The Company competes primarily with single-location boat dealers and, with
respect to sales of marine equipment, parts, and accessories, with national
specialty marine stores, catalog retailers, sporting goods stores, and mass
merchants. Dealer competition continues to increase based on the quality of
available products, the price and value of the products, and attention to
customer service. There is significant competition both within markets currently
being served by the Company and in new markets that the Company may enter. The
Company competes in each of its markets with retailers of brands of boats and
engines not sold by the Company in that market. In addition, several of the
Company's competitors, especially those selling boating accessories, are large
national or regional chains that have substantial financial, marketing, and
other resources. However, the Company believes that its integrated corporate
infrastructure and marketing and sales capabilities, its cost structure, and its
nationwide presence enable it to compete effectively against these companies.
Private sales of used boats is an additional significant source of competition.
EXECUTIVE OFFICERS
The following table sets forth information concerning each of the executive
officers of the Company:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
William H. McGill Jr...... 55 Chairman of the Board, President, Chief Executive Officer,
and Director
Michael H. McLamb......... 33 Vice President, Chief Financial Officer, Secretary, and
Treasurer
Richard R. Bassett........ 45 Executive Vice President and Director
Paul Graham Stovall....... 60 Senior Vice President and Director
David L. Cochran.......... 52 Senior Vice President
David H. Pretasky......... 50 Senior Vice President -- Operations
</TABLE>
William H. McGill Jr. has served as the President and Chief Executive
Officer of MarineMax since January 23, 1998 and as the Chairman of the Board and
as a director of the Company since March 6, 1998. Mr. McGill was the principal
owner and president of Gulfwind USA, Inc., one of the Operating Subsidiaries,
from 1973 until its merger with the Company.
Michael H. McLamb has served as Vice President, Chief Financial Officer,
and Treasurer of MarineMax since January 23, 1998 and as Secretary of the
Company since April 5, 1998. Mr. McLamb, a certified public accountant, was
employed by Arthur Andersen LLP from December 1987 to December 1997, serving
most recently as a senior manager.
Richard R. Bassett has served as Executive Vice President of the Company
since October 1, 1998 and a director of the Company since March 6, 1998. Mr.
Bassett served as Senior Vice President of the Company from March 6, 1998 until
October 1, 1998. Mr. Bassett was the owner and president of Bassett Boat Company
of Florida, one of the Operating Subsidiaries, from 1979 until its merger with
the Company.
Paul Graham Stovall has served as a Senior Vice President and director of
the Company since May 1, 1998. Mr. Stovall was a principal owner and president
of Stovall Marine, Inc., one of the Operating Subsidiaries, from 1960 until its
merger with the Company.
David L. Cochran has served as a Senior Vice President of the Company since
October 1, 1998. Mr. Cochran was a principal owner and president of Cochran's
Marine, Inc. and C&N Marine, Inc. (together "Cochran's"), one of the Operating
Subsidiaries, from 1977 until its merger with the Company.
David H. Pretasky has served as Senior Vice President -- Operations of the
Company since October 1, 1998. Mr. Pretasky was a principal owner and president
of SeaRay of Wilmington, Inc. (f/k/a Skipper Buds of North Carolina, Inc.), one
of the Operating Subsidiaries, from 1996 until its merger with the Company.
Prior to 1996, Mr. Pretasky was a member of management and principal in a large
multi-state marine retailer.
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<PAGE> 21
SPECIAL CONSIDERATIONS
RECENTLY COMBINED OPERATIONS; RISKS OF INTEGRATION
MarineMax was founded in January 1998 and on March 1, 1998 acquired five
independent recreational boat dealers that operated under their principal owners
for an average of more than 21 years. MarineMax itself, however, conducted no
operations and generated no sales or revenue until its acquisition of the five
dealers on March 1, 1998. Since March 1, 1998, the Company has acquired six
additional recreational boat dealers. The Acquired Dealers operated
independently prior to their acquisition by the Company, and the Company may not
be able to integrate their businesses successfully on an economic basis. The
consolidated financial results of MarineMax cover periods when MarineMax and the
Acquired Dealers were not under common management or control and are not
necessarily indicative of the results that would have been achieved if MarineMax
and the Acquired Dealers had been operated on an integrated basis or the results
that may be realized on a consolidated basis in the future.
The success of the Company depends, in part, on the Company's ability to
integrate the operations of the Acquired Dealers and other dealerships it
acquires, including centralizing certain functions to achieve cost savings and
pursuing programs and processes that promote cooperation and the sharing of
opportunities and resources among its dealerships. The Company's senior
executives operated independently in the recreational boat industry prior to the
formation of the Company and have been assembled only recently as a management
team. Management may not be able to oversee the combined entity efficiently or
to implement effectively the Company's growth and operating strategies. To the
extent that the Company is able to implement successfully its acquisition
strategy, the resulting growth of the Company will place significant additional
demands on the Company's management and infrastructure. The Company's failure to
implement successfully its strategies or operate effectively the combined entity
could have a material adverse effect on the Company's business, financial
condition, and results of operations. These effects could include lower revenue,
higher cost of sales, increased selling, general, and administrative expenses,
and reduced margins on a consolidated basis. See "Introduction -- Development of
the Company; Acquisitions" and "Business -- Strategy."
RELIANCE ON BRUNSWICK AND OTHER KEY MANUFACTURERS
Approximately 88% of the Company's new boat revenue in fiscal 1998 resulted
from sales of products manufactured by Brunswick, including 84% from Brunswick's
Sea Ray division. The remainder of the Company's fiscal 1998 revenue from new
boat sales resulted from sales of products from a limited number of other
manufacturers, none of which accounted for more than 10% of the Company's
revenue. The Company's success depends to a significant extent on the continued
popularity and reputation for quality of the boating products of its
manufacturers, particularly Brunswick's Sea Ray boat lines. In addition, any
adverse change in the financial condition, production efficiency, product
development, and management and marketing capabilities of the Company's
manufacturers, particularly Brunswick's Sea Ray division given the Company's
reliance on Sea Ray, would have a substantial impact on the Company's business.
To ensure adequate inventory levels to support the Company's expansion, it
may be necessary for Brunswick and other manufacturers to increase production
levels or allocate a greater percentage of their production to the Company. The
interruption or discontinuance of the operations of Brunswick or other
manufacturers could cause the Company to experience shortfalls, disruptions, or
delays with respect to needed inventory. Although the Company believes that
adequate alternate sources would be available that could replace any
manufacturer other than Brunswick as a product source, there can be no assurance
that such alternate sources will be available at the time of any such
interruption or that alternative products will be available at comparable
quality and prices.
Through its Operating Subsidiaries, the Company maintains dealer agreements
with Brunswick covering Sea Ray products. The dealer agreement with each
Operating Subsidiary has a 10-year term and provides for the lowest product
prices charged by the Sea Ray division of Brunswick from time to time to other
domestic Sea Ray dealers, subject to the dealer meeting all the requirements and
conditions of Sea Ray's applicable programs and the right of Brunswick in good
faith to charge lesser prices to other dealers to meet existing
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<PAGE> 22
competitive circumstances, for unusual and non-ordinary business circumstances,
or for limited duration promotional programs. The agreements do not give the
Company the exclusive right to sell Sea Ray product lines within any particular
territory or restrict the Company from selling competing products. See
"Business -- Dealer Agreements with Brunswick."
As is typical in the industry, the Company deals with its manufacturers,
other than the Sea Ray division of Brunswick, under renewable dealer agreements.
These agreements do not contain any contractual provisions concerning product
pricing or required purchasing levels. Pricing is generally established on a
model year basis, but is subject to change at the manufacturer's sole
discretion. Any change or termination of these arrangements for any reason,
including changes in competitive, regulatory, or marketing practices, could
adversely affect the Company's business, financial condition, and results of
operations. In addition, the timing, structure, and amount of manufacturer sales
incentives and rebates could impact the timing and profitability of the
Company's sales. See "Special Considerations -- Boat Manufacturers' Control Over
Dealers" and "Business -- Operations -- Suppliers and Inventory Management."
IMPACT OF GENERAL ECONOMIC CONDITIONS; DISCRETIONARY CONSUMER SPENDING; AND
CHANGES IN TAX LAWS
The Company's operations depend upon a number of factors relating to or
affecting consumer spending for luxury goods, such as recreational boats. The
Company's operations may be adversely affected by unfavorable local, regional,
or national economic developments or by uncertainties regarding future economic
prospects that reduce consumer spending in the markets served by the Company.
Consumer spending on luxury goods can also be adversely affected as a result of
declines in consumer confidence levels, even if prevailing economic conditions
are favorable. In an economic downturn, consumer discretionary spending levels
generally decline, often resulting in disproportionately large reductions in the
sale of luxury goods. Similarly, rising interest rates could have a negative
impact on consumers' ability or willingness to finance boat purchases, which
could also adversely affect the ability of the Company to sell its products.
Local influences, such as corporate downsizing and military base closings, also
could adversely affect the Company's operations in certain markets. There can be
no assurance that the Company could maintain its profitability during any such
period of adverse economic conditions or low consumer confidence. Changes in
federal and state tax laws, such as an imposition of luxury taxes on certain new
boat purchases, also could influence consumers' decisions to purchase products
offered by the Company and could have a negative effect on the Company's sales.
For example, during 1991 and 1992 the federal government imposed a luxury tax on
new recreational boats with sales prices in excess of $100,000, which coincided
with a sharp decline in boating industry sales from a high of more than $17.9
billion in the late 1980s to a low of $10.3 billion in 1992. See "Business --
U.S. Recreational Boating Industry."
INDUSTRY FACTORS
The recreational boating industry is cyclical and has been stagnant in
overall revenue growth over the last 10-year period. General economic
conditions, consumer spending patterns, federal tax policies, and the cost and
availability of fuel can impact overall boat purchases. See "Special
Considerations -- Impact of General Economic Conditions; Discretionary Consumer
Spending; and Changes in Tax Laws" and "Special Considerations -- Fuel Prices
and Supply." The Company believes that the lack of increase in overall boat
purchases is attributable to increased competition from other recreational
activities, perceived hassles of boat ownership, and relatively poor customer
service and education throughout the retail boat industry. Although the
Company's strategy addresses many of these industry factors and the Company has
achieved significant growth during the period of stagnant industry growth, there
can be no assurance that the cyclical nature of the recreational boating
industry or the lack of industry growth will not adversely affect the Company's
business, financial condition, or results of operations in the future. See
"Business -- U.S. Recreational Boating Industry."
RISKS ASSOCIATED WITH ACQUISITION STRATEGY
The Company intends to grow significantly through the acquisition of
additional recreational boat dealers. This strategy will entail reviewing and
potentially reorganizing acquired business operations, corporate
20
<PAGE> 23
infrastructure and systems, and financial controls. Unforeseen expenses,
difficulties, and delays frequently encountered in connection with rapid
expansion through acquisitions could inhibit the Company's growth and negatively
impact profitability. There can be no assurance that suitable acquisition
candidates will be identified, that acquisitions of such candidates will be
consummated, or that the operations of any acquired businesses will be
successfully integrated into the Company's operations and managed profitably
without substantial costs, delays, or other operational or financial
difficulties. In addition, increased competition for acquisition candidates may
increase purchase prices for acquisitions to levels beyond the Company's
financial capability or to levels that would not result in the returns required
by the Company's acquisition criteria.
The Company may issue Common or Preferred Stock or incur substantial
indebtedness in making future acquisitions. See "Special
Considerations -- Future Capital Needs; Debt Service Requirements; Possible
Dilution Through Issuance of Stock," "Development of the Company; Acquisitions,"
and "Certain Relationships and Related Transactions." The size, timing, and
integration of any future acquisitions may cause substantial fluctuations in
operating results from quarter to quarter. Consequently, operating results for
any quarter may not be indicative of the results that may be achieved for any
subsequent quarter or for a full fiscal year. These fluctuations could adversely
affect the market price of the Common Stock. See "Special
Considerations -- Possible Volatility of Stock Price."
The Company's ability to continue to grow through the acquisition of
additional dealers will depend upon various factors, including the following:
- the availability of suitable acquisition candidates at attractive
purchase prices,
- the ability to compete effectively for available acquisition
opportunities,
- the availability of funds or Common Stock with a sufficient market price
to complete the acquisitions,
- the ability to obtain any requisite manufacturer approvals, and
- the absence of one or more manufacturers attempting to impose
unsatisfactory restrictions on the Company in connection with their
approval of acquisitions.
See "Business -- Strategy" and "Special Considerations -- Necessity for
Manufacturers' Consent to Dealer Acquisitions and Market Expansion."
NECESSITY FOR MANUFACTURERS' CONSENT TO DEALER ACQUISITIONS AND MARKET EXPANSION
Brunswick's dealer agreement with each of the Company's five original
Acquired Dealers by its terms required the dealer to obtain Brunswick's consent
to any change in the ownership of the dealer. Brunswick and the Company disputed
the applicability of the change in control provisions to the Company's
acquisition of the five original Acquired Dealers. In order to avoid a long,
costly, and disruptive dispute, the Company and Brunswick entered into a
Settlement Agreement on March 12, 1998 under which Brunswick agreed not to
challenge the change in control provisions of the dealership agreements, and the
Company agreed to pay Brunswick $15.0 million, together with accrued interest,
no later than December 31, 1998. In the absence of the Settlement Agreement,
Brunswick could have terminated the dealer agreements.
The Company may be required to obtain the consent of Brunswick and various
other manufacturers prior to the acquisition of other dealers. In determining
whether to approve acquisitions, manufacturers may consider many factors,
including the financial condition and ownership structure of the Company.
Further, manufacturers may impose conditions on granting their approvals for
acquisitions, including a limitation on the number of such manufacturers'
dealers that may be acquired by the Company. The Company's ability to meet
manufacturers' requirements for approving future acquisitions will have a direct
bearing on the Company's ability to complete acquisitions and effect its growth
strategy. There can be no assurance that a manufacturer will not terminate its
dealer agreement, refuse to renew its dealer agreement, refuse to approve future
acquisitions, or take other action that could have a material adverse effect on
the Company's acquisition program.
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<PAGE> 24
The Company's growth strategy also entails expanding its product lines and
geographic scope by obtaining additional distribution rights from its existing
and new manufacturers. While the Company believes it will be successful in
obtaining such distribution rights, there can be no assurance that such
distribution rights will be granted to the Company or that it can obtain
suitable alternative sources of supply if the Company is unable to obtain such
distribution rights. The inability of the Company to expand its product lines
and geographic scope by obtaining additional distribution rights could have a
material adverse effect on the Company's business, financial condition, and
results of operations.
On April 28, 1998, the Company and Brunswick entered into an agreement
providing for Brunswick to cooperate in good faith and not to unreasonably
withhold its consent to the acquisitions each year by the Company of Sea Ray
boat dealers with aggregate total revenue not exceeding 20% of the Company's
revenue in its prior fiscal year. Any acquisitions in excess of the 20%
benchmark will be at Brunswick's discretion. In the event that the Company's
sales of Sea Ray boats exceed 49% of the sales of Sea Ray boats by all Sea Ray
boat dealers (including the Company) in any fiscal year of Brunswick, the
agreement provides that Company and Brunswick will negotiate in good faith the
standards for acquisitions of Sea Ray boat dealers by the Company during
Brunswick's next succeeding fiscal year, but that Brunswick may grant or
withhold its consent to any such acquisition in its sole discretion for as long
as the Company's Sea Ray boat sales exceed the 49% benchmark.
BOAT MANUFACTURERS' CONTROL OVER DEALERS
Historically, boat manufacturers, including Brunswick, have exercised
significant control over their dealers, restricted them to specified locations,
and retained approval rights over changes in management and ownership. The
continuation of the Company's dealer agreements with most manufacturers,
including Brunswick, depends upon, among other things, the Company's achieving
stated goals for customer satisfaction ratings and market share penetration in
the market served by the applicable dealership. Failure to meet the customer
satisfaction and market share goals set forth in any dealer agreement could
result in the imposition of additional conditions in subsequent dealer
agreements, termination of such dealer agreement by the manufacturer,
limitations on boat inventory allocations, reductions in reimbursement rates for
warranty work performed by the dealer, or denial of approval of future
acquisitions. See "Business -- Dealer Agreements With Brunswick."
The Company's dealer agreements with manufacturers, including Brunswick,
generally do not give the Company the exclusive right to sell those
manufacturers' products within a given geographical area. Accordingly, a
manufacturer, including Brunswick, could authorize another dealer to start a new
dealership in proximity to one or more of the Company's locations, or an
existing dealer could move a dealership to a location that would be directly
competitive with the Company. Such an event could have a material adverse effect
on the Company and its operations. See "Business -- Dealer Agreements With
Brunswick."
The Company's dealer agreements, including those with Brunswick, provide
for termination for a variety of causes. The Company believes that it has been
and is in material compliance with all of its dealer agreements. The Company
currently believes that it will be able to renew all of the dealer agreements
upon expiration, but no such assurance can be given. See
"Business -- Operations -- Suppliers and Inventory Management" and
"Business -- Dealer Agreements With Brunswick."
Each dealer agreement with Brunswick requires the dealer to (i) promote,
display, advertise, and sell Sea Ray boats at each of its retail locations in
accordance with the agreement and applicable laws; (ii) purchase and maintain
sufficient inventory of current Sea Ray boats to meet the reasonable demand of
customers at each of its locations and to meet the minimum inventory
requirements applicable to all Sea Ray dealers; (iii) maintain at each retail
location, or at another acceptable location, a service department to service Sea
Ray boats promptly and professionally and to maintain parts and supplies to
service Sea Ray boats properly on a timely basis; (iv) perform all necessary
installation and inspection services prior to delivery to purchasers and perform
post-sale services of all Sea Ray products sold by the dealer or brought to the
dealer for service; (v) furnish purchasers with Sea Ray's limited warranty on
new products and with information and training as to the sale and proper
operation and maintenance of Sea Ray boats; (vi) assist Sea Ray in performing
any product defect and recall campaigns; (vii) maintain complete product sales
and service records; (viii) achieve
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<PAGE> 25
annual sales performance in accordance with fair and reasonable sales levels
established by Sea Ray, after consultation with the dealer, based on factors
such as population, sales potential, local economic conditions, competition,
past sales history, number of retail locations, and other special circumstances
that may affect the sale of products or the dealer, in each case consistent with
standards established for all domestic Sea Ray dealers selling comparable
products; (ix) provide designated financial information; (x) conduct its
business in a manner that preserves and enhances the reputation of Sea Ray and
the dealer for providing quality products and services; (xi) maintain the
financial ability to purchase and maintain on hand required inventory levels;
(xii) indemnify Sea Ray against any claims or losses resulting from the dealer's
failure to meet its obligations to Sea Ray; (xiii) maintain customer service
ratings sufficient to maintain Sea Ray's image in the marketplace; and (xiv)
achieve within designated time periods and thereafter maintain master dealer
status (which is Sea Ray's highest performance status) for the locations
designated by Sea Ray and the dealer. See "Business -- Dealer Agreements With
Brunswick."
FUTURE CAPITAL NEEDS; DEBT SERVICE REQUIREMENTS; POSSIBLE DILUTION THROUGH
ISSUANCE OF STOCK
The Company's future capital requirements will depend upon the size,
timing, and structure of future acquisitions and its working capital and general
corporate needs. If the Company finances future acquisitions in whole or in part
through the issuance of Common Stock or securities convertible into or
exercisable for Common Stock, existing stockholders will experience a dilution
in the voting power of their Common Stock and earnings per share could be
negatively impacted. The extent to which the Company will be able or willing to
use the Common Stock for acquisitions will depend on the market value of its
Common Stock from time to time and the willingness of potential sellers to
accept Common Stock as full or partial consideration. The inability of the
Company to use its Common Stock as consideration, to generate cash from
operations, or to obtain additional funding through debt or equity financings in
order to pursue its acquisition program could materially limit the Company's
growth.
Any borrowings made to finance future acquisitions or for operations could
make the Company more vulnerable to a downturn in its operating results, a
downturn in economic conditions, or increases in interest rates on borrowings
that are subject to interest rate fluctuations. If the Company's cash flow from
operations is insufficient to meet its debt service requirements, the Company
could be required to sell additional equity securities, refinance its
obligations, or dispose of assets in order to meet its debt service
requirements. In addition, it is likely that any credit arrangements will
contain financial and operational covenants and other restrictions with which
the Company must comply, including limitations on capital expenditures and the
incurrence of additional indebtedness. There can be no assurance that such
financing will be available if and when needed by the Company or will be
available on terms acceptable to the Company. The failure to obtain sufficient
financing on favorable terms and conditions could have a material adverse effect
on the Company's growth prospects and its business, financial condition, and
results of operations.
The Company has a three-year, $105 million revolving line of credit, which
the Company plans to increase or supplement to provide $200 million of borrowing
capacity. The Company believes its expanded credit facilities will be sufficient
for its currently anticipated needs and will reflect competitive terms and
conditions. Certain of the Company's assets, principally boat inventories, are
pledged to secure the line of credit and other debt. While the Company believes
it will continue to obtain adequate financing from lenders, there can be no
assurance that such financing will be available to the Company. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources" and "Business -- Strategy."
The Company does not itself incur credit risk in connection with its
participation in financing the boat purchases of its customers. Instead, the
Company originates these contracts for sale to independent financial
institutions that provide credit for the Company's boat purchasers in a timely
and efficient manner and at competitive rates in accordance with existing
pre-sale agreements between the Company and such financial institutions.
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RISKS RELATED TO INTERNAL GROWTH AND OPERATING STRATEGIES; MANAGEMENT OF GROWTH
In addition to pursuing growth by acquiring boat dealers, the Company
intends to continue to pursue a strategy of growth through opening new retail
locations and offering new products in its existing and new territories.
Accomplishing these goals for expansion will depend upon a number of factors,
including the following:
- the Company's ability to identify new markets in which the Company can
obtain distribution rights to sell its existing or additional product
lines;
- the Company's ability to lease or construct suitable facilities at a
reasonable cost in existing or new markets;
- its ability to hire, train, and retain qualified personnel;
- the timely integration of new retail locations into existing operations;
- the Company's ability to achieve adequate market penetration at favorable
operating margins without the acquisition of an existing dealer; and
- the Company's financial resources.
The Company's dealer agreements with Brunswick require Brunswick's consent
to open, close, or change retail locations that sell Sea Ray products, which
consent cannot be unreasonably withheld, and other dealer agreements generally
contain similar provisions. See "Business -- Dealer Agreements With Brunswick."
There can be no assurance that the Company will be able to open and operate new
retail locations or introduce new product lines on a timely or profitable basis.
Moreover, the costs associated with opening new retail locations or introducing
new product lines may adversely affect the Company's profitability.
As a result of these growth strategies, the Company expects that management
will expend significant time and effort in opening and acquiring new retail
locations and introducing new products. There can be no assurance that the
Company's systems, procedures, controls, or financial resources will be adequate
to support the Company's expanding operations. The inability of the Company to
manage its growth effectively could have a material adverse effect on the
Company's business, financial condition, and results of operations.
The Company's planned growth also will impose significant added
responsibilities on members of senior management and require it to identify,
recruit, and integrate additional senior level managers. There can be no
assurance that suitable additions to management can be identified, hired, or
retained. See "Special Considerations -- Necessity for Manufacturers' Consent to
Dealer Acquisitions and Market Expansion" and "Business -- Strategy."
IMPACT OF SEASONALITY AND WEATHER ON OPERATIONS
The Company's business, as well as the entire recreational boating
industry, is highly seasonal, with seasonality varying in different geographic
markets. During the two-year period ended September 30, 1998, the average net
sales for the quarterly periods ended December 31, March 31, June 30, and
September 30 represented 16%, 22%, 35%, and 27%, respectively, of the Company's
average annual net sales. With the exception of Florida, the Company generally
realizes significantly lower sales in the quarterly period ending December 31
with boat sales generally improving in January with the onset of the public boat
and recreation shows. The Company's current operations are concentrated in the
more temperate regions of the United States, and its business could become
substantially more seasonal as it acquires dealers that operate in colder
regions of the United States.
The Company's business is also significantly affected by weather patterns,
which may adversely impact the Company's operating results. For example, drought
conditions or reduced rainfall levels, as well as excessive rain, may force
boating areas to close or render boating dangerous or inconvenient, thereby
curtailing customer demand for the Company's products. In addition, unseasonably
cool weather and prolonged winter conditions may lead to shorter selling seasons
in certain locations. Hurricanes and other storms could result in the disruption
of the Company's operations or damage to its boat inventories and facilities.
Many of the
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<PAGE> 27
Company's dealerships sell boats to customers for use on reservoirs, thereby
subjecting the Company's business to the continued viability of these reservoirs
for boating use. Although the Company's geographic diversity and its future
geographic expansion will reduce the overall impact on the Company of adverse
weather conditions in any one market area, such conditions will continue to
represent potential material adverse risks to the Company and its future
operating performance. As a result of the foregoing and other factors, the
Company's operating results in some future quarters could be below the
expectations of stock market analysts and investors.
COMPETITION
The Company operates in a highly competitive environment. In addition to
facing competition generally from non-boating recreation businesses seeking to
attract discretionary spending dollars, the recreational boat industry itself is
highly fragmented, resulting in intense competition for customers, product
distribution rights, and suitable retail locations, particularly on or near
waterways. Such competition is intensified during periods of stagnant industry
growth, such as currently exists.
The Company competes primarily with single-location boat dealers and, with
respect to sales of marine parts, accessories, and equipment, with national
specialty marine parts and accessories stores, catalog retailers, sporting goods
stores, and mass merchants. Competition among boat dealers is based on the
quality of available products, the price and value of the products, and
attention to customer service. There is significant competition both within
markets currently being served by the Company and in new markets that the
Company may enter. The Company competes in each of its markets with retailers of
brands of boats and engines not sold by the Company in that market. In addition,
several of the Company's competitors, especially those selling marine equipment
and accessories, are large national or regional chains that have substantial
financial, marketing, and other resources. Private sales of used boats represent
an additional source of competition. See "Business -- Competition."
INCOME FROM FINANCING, INSURANCE, AND EXTENDED SERVICE CONTRACTS
A portion of the Company's income results from referral fees derived from
the placement of customer financing, insurance products, and extended service
contracts (collectively, "F&I products"), the most significant component of
which is the participation and other fees resulting from the Company's sale of
customer financing contracts. The Company does not act as an insurance broker or
agent or issue insurance policies on behalf of insurers. During fiscal 1998, F&I
products accounted for approximately 2.3% of revenue.
The availability of financing for the Company's boat purchasers and the
level of participation and other fees received by the Company in connection with
such financing depend on the particular agreement between the Company and the
lender. These lenders may impose terms in their boat financing arrangements with
the Company that may be unfavorable to the Company or its customers, resulting
in reduced demand for its customer financing programs and lower participation
and other fees.
The reduction of profit margins on sales of F&I products or the lack of
demand for or the unavailability of these products could have a material adverse
effect on the Company's business, financial condition, and results of
operations. Furthermore, under optional extended service contracts with
customers, the Company may experience significant warranty claims that, in the
aggregate, may be material to the Company's business. See "Business -- Products
and Services -- F&I Products."
DEPENDENCE ON KEY PERSONNEL
The Company believes its success depends, in large part, upon the
continuing efforts and abilities of its executive officers. Although the Company
has a five-year employment agreement with each of its executive officers, the
Company cannot assure that such individuals will remain with the Company
throughout the term of the agreements, or thereafter. As a result of the
Company's decentralized operating strategy, the Company also relies on the
management teams of its Operating Subsidiaries to manage the operations of its
Operating Subsidiaries. In addition, the Company likely will depend on the
senior management of any significant dealers it acquires in the future. The loss
of the services of one or more of these key employees before the Company is
25
<PAGE> 28
able to attract and retain qualified replacement personnel could adversely
affect the Company's business. See "Business -- Executive Officers."
PRODUCT AND SERVICE LIABILITY RISKS
Products sold or serviced by the Company may expose it to potential
liability for personal injury or property damage claims relating to the use of
those products. Historically, the resolution of product liability claims has not
materially affected the Company. Manufacturers of the products sold by the
Company generally maintain product liability insurance. The Company also
maintains third-party product liability insurance that it believes to be
adequate. There can be no assurance, however, that the Company will not
experience claims that are not covered by or that are in excess of its insurance
coverage. The institution of any significant claims against the Company could
adversely affect the Company's business, financial condition, and results of
operations as well as its business reputation with potential customers. See
"Business -- Product Liability."
IMPACT OF ENVIRONMENTAL AND OTHER REGULATORY ISSUES
The Company's operations are subject to extensive regulation, supervision,
and licensing under various federal, state, and local statutes, ordinances, and
regulations. While the Company believes that it maintains all requisite licenses
and permits and is in compliance with all applicable federal, state, and local
regulations, there can be no assurance that the Company will be able to maintain
all requisite licenses and permits. The failure to satisfy those and other
regulatory requirements could have a material adverse effect on the Company's
business, financial condition, and results of operations. The adoption of
additional laws, rules, and regulations could also have a material adverse
effect on the Company's business. Various federal, state, and local regulatory
agencies, including OSHA, the EPA, and similar federal and local agencies, have
jurisdiction over the operation of the Company's dealerships, repair facilities,
and other operations, with respect to matters such as consumer protection,
workers' safety, and laws regarding protection of the environment, including
air, water, and soil.
The EPA recently promulgated emissions regulations for outboard marine
engines that impose stricter emissions standards for two-cycle, gasoline
outboard marine engines. Emissions from such engines must be reduced by
approximately 75% over a nine-year period beginning with the 1998 model year.
Costs of comparable new engines, if materially more expensive than previous
engines, or the inability of the Company's manufacturers to comply with EPA
requirements, could have a material adverse effect on the Company's business,
financial condition, and results of operations. See "Business -- Products and
Services -- Marine Engines and Related Marine Equipment."
Certain of the Company's facilities own and operate underground storage
tanks for the storage of various petroleum products. The USTs are generally
subject to federal, state, and local laws and regulations that require testing
and upgrading of USTs and remediation of contaminated soils and groundwater
resulting from leaking USTs. In addition, if leakage from Company-owned or
operated USTs migrates onto the property of others, the Company may be subject
to civil liability to third parties for remediation costs or other damages.
Based on historical experience, the Company believes that its liabilities
associated with UST testing, upgrades, and remediation are unlikely to have a
material adverse effect on its financial condition or operating results.
As with boat dealerships generally, and parts and service operations in
particular, the Company's business involves the use, handling, storage, and
contracting for recycling or disposal of hazardous or toxic substances or
wastes, including environmentally sensitive materials, such as motor oil, waste
motor oil and filters, transmission fluid, antifreeze, freon, waste paint and
lacquer thinner, batteries, solvents, lubricants, degreasing agents, gasoline,
and diesel fuels. Accordingly, the Company is subject to regulation by federal,
state, and local authorities establishing investigation and health and
environmental quality standards, and liability related thereto, and providing
penalties for violations of those standards.
The Company also is subject to laws, ordinances, and regulations governing
investigation and remediation of contamination at facilities it operates or to
which it sends hazardous or toxic substances or wastes for treatment, recycling,
or disposal. In particular, the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA" or "Superfund") imposes joint, strict,
and several liability on (i) owners or
26
<PAGE> 29
operators of facilities at, from, or to which a release of hazardous substances
has occurred; (ii) parties who generated hazardous substances that were released
at such facilities; and (iii) parties who transported or arranged for the
transportation of hazardous substances to such facilities. A majority of states
have adopted Superfund statutes comparable to and, in some cases, more stringent
than CERCLA. If the Company were to be found to be a responsible party under
CERCLA or a similar state statute, the Company could be held liable for all
investigative and remedial costs associated with addressing such contamination.
In addition, claims alleging personal injury or property damage may be brought
against the Company as a result of alleged exposure to hazardous substances
resulting from the Company's operations. In addition, certain of the Company's
retail locations are located on waterways that are subject to federal or state
laws regulating navigable waters (including oil pollution prevention), fish and
wildlife, and other matters.
The Company does not believe it has any material environmental liabilities
or that compliance with environmental laws, ordinances, and regulations will,
individually or in the aggregate, have a material adverse effect on the
Company's business, financial condition, or results of operations. However, soil
and groundwater contamination has been known to exist at certain properties
owned or leased by the Company. The Company has also been required and may in
the future be required to remove aboveground and underground storage tanks
containing hazardous substances or wastes. As to certain of the Company's
properties, specific releases of petroleum have been or are in the process of
being remediated in accordance with state and federal guidelines. The Company is
monitoring the soil and groundwater as required by applicable state and federal
guidelines. In addition, the shareholders of the Acquired Dealers have
indemnified the Company for specific environmental issues identified on certain
environmental site assessments performed by the Company as part of the
acquisitions. The Company maintains insurance for pollutant cleanup and removal.
The coverage pays for the expenses to extract pollutants from land or water at
the insured property if the discharge, dispersal, seepage, migration, release,
or escape of the pollutants is caused by or results from a covered cause of
loss. The Company also may have additional storage tank liability insurance and
"Superfund" coverage where applicable. Environmental laws and regulations are
complex and subject to frequent change. There can be no assurance that
compliance with amended, new or more stringent laws or regulations, stricter
interpretations of existing laws or the future discovery of environmental
conditions will not require additional expenditures by the Company, or that such
expenditures would not be material.
One of the properties owned by the Company was historically used as a
gasoline service station. Remedial action with respect to prior historical site
activities on this property has been completed in accordance with federal and
state law. Also, one of the Company's properties is within the boundaries of a
Superfund site, although the Company's property has not been and is not expected
to be identified as a contributor to the contamination in the area. The Company,
however, does not believe that these environmental issues will result in any
material liabilities to the Company.
Additionally, certain states have required or are considering requiring a
license in order to operate a recreational boat. While such licensing
requirements are not expected to be unduly restrictive, regulations may
discourage potential first-time buyers, thereby limiting future sales and
adversely affecting the Company's business, financial condition, and results of
operations. See "Business -- Environmental and Other Regulatory Issues."
FUEL PRICES AND SUPPLY
All of the recreational boats sold by the Company are powered by diesel or
gasoline engines. Consequently, an interruption in the supply, or a significant
increase in the price or tax on the sale, of such fuel on a regional or national
basis could have a material adverse effect on the Company's sales and operating
results. At various times in the past, diesel or gasoline fuel has been
difficult to obtain, and there can be no assurance that the supply of such fuels
will not be interrupted, that rationing will not be imposed, or that the price
of or tax on such fuels will not significantly increase in the future. See
"Business -- U.S. Recreational Boating Industry."
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<PAGE> 30
AMORTIZATION OF INTANGIBLE ASSETS
The Company's acquisitions that have been accounted for as purchases have
resulted in goodwill of approximately $15.5 million, which will be amortized
over a period of 40 years. Goodwill is an intangible asset that represents the
difference between the aggregate purchase price for the net assets acquired and
the amount of such purchase price allocated to such net assets for purposes of
the Company's balance sheet. The Company is required to amortize the goodwill
from acquisitions accounted for as purchases over a period of time, with the
amount amortized in a particular period constituting an expense that reduces the
Company's net income for that period. A reduction in net income resulting from
the amortization of goodwill may have an adverse impact upon the market price of
the Company's Common Stock.
CONFLICTS RELATING TO TRANSACTIONS WITH AFFILIATES
The Company leases two retail locations from an irrevocable trust of which
relatives of Louis R. DelHomme Jr., a principal stockholder of the Company, are
the beneficiaries; a retail location from David H. Pretasky, an executive
officer and principal stockholder of the Company; and four retail locations from
partnerships in which Paul Graham Stovall, a director, executive officer, and
principal stockholder of the Company, is an owner. These arrangements were not
negotiated on an arms'-length basis. While the Company intends to enter into any
future related party transactions on terms no less favorable than those the
Company could obtain from unrelated third parties, the interests of directors or
officers of the Company or holders of more than 5% of its Common Stock, in their
individual capacities or capacities with related third-party entities, may
conflict with the interests of such persons in their capacities with the
Company.
CONTROL BY OFFICERS, DIRECTORS, AND CERTAIN STOCKHOLDERS
The Company's directors, executive officers, and persons associated with
them own beneficially a total of approximately 43% of the issued and outstanding
shares of Common Stock, exclusive of options to acquire 357,767 additional
shares of Common Stock. As a result of such ownership, such persons will have
the power effectively to control the Company, including the election of
directors, the determination of matters requiring stockholder approval, and
other matters pertaining to corporate governance. This concentration of
ownership also may have the effect of delaying or preventing a change in control
of the Company.
The Company, Brunswick, and various senior executive officers of the
Company are parties to a Stockholders' Agreement, and the Company and Brunswick
are parties to a Governance Agreement, each dated April 28, 1998. Subject to
certain limitations, the Stockholders' Agreement provides various rights of
first refusal on the sale of shares of Common Stock by the parties to the
agreement, particularly in the event that Brunswick does not own its Targeted
Investment Percentage of 19% of the Company's Common Stock at the time of the
proposed sale or in the event the proposed sale is to a competitor of Brunswick.
The Governance Agreement provides for various terms and conditions concerning
Brunswick's participation in the corporate governance of the Company. Among
other provisions and subject to certain conditions, the Governance Agreement
requires Brunswick and the senior executives to vote their Common Stock for
nominees of the Board of Directors in the election of directors and to vote
their Common Stock in favor of all proposals and recommendations approved by the
Company's Board of Directors and submitted to a vote of the Company's
stockholders.
As a result, the Stockholders' Agreement and the Governance Agreement will
have the effect of increasing the control of the Company's directors, executive
officers, and persons associated with them and may have the effect of delaying
or preventing a change in control of the Company.
POSSIBLE VOLATILITY OF STOCK PRICE
The market price of the Company's Common Stock could be subject to wide
fluctuations as a result of many factors. Factors that could affect the trading
price include the following:
- variations in operating results,
- the level and success of the Company's acquisition program and new store
openings,
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<PAGE> 31
- variations in same-store sales,
- the success of dealership integration,
- relationships with manufacturers,
- changes in earnings estimates published by analysts,
- general economic, political, and market conditions,
- seasonality and weather conditions,
- governmental policies and regulations,
- the performance of the recreational boat industry in general, and
- factors relating to suppliers and competitors.
In addition, the relatively few shares held by the public, market demand
for small- and mid-capitalization stocks, and price and volume fluctuations in
the stock market unrelated to the Company's performance could result in
significant fluctuations in market price of the Company's Common Stock. The
performance of the Company's Common Stock could adversely affect the ability of
the Company to raise equity in the public markets and adversely affect its
acquisition program.
IMMEDIATE AND SUBSTANTIAL DILUTION
The issuance of additional Common Stock in the future, including shares
which may be issued pursuant to option grants and future acquisitions, may
result in dilution in the net tangible book value per share of the Common Stock.
The Board of Directors of the Company has the legal power and authority to
determine the terms of an offering of shares of the Company's capital stock (or
securities convertible into or exchangeable for such shares) to the extent of
the Company's shares of authorized and unissued capital stock.
SHARES ELIGIBLE FOR FUTURE SALE
As of September 30, 1998, there were outstanding 14,600,428 shares of the
Company's Common Stock. Of these shares, 4,780,569 were freely tradable without
restriction or further registration under the Securities Act of 1933 (the
"Securities Act"), unless held by an "affiliate" of the Company, as that term is
defined in Rule 144 ("Rule 144") under the Securities Act. Shares held by
affiliates of the Company are subject to the resale limitations of Rule 144
described below. All of the 9,819,859 remaining outstanding shares of Common
Stock were issued in connection with the acquisition of the Acquired Dealers and
will be available for resale beginning one year after the respective dates of
the acquisitions, subject to compliance with the provisions of Rule 144 under
the Securities Act.
The Company has issued options to purchase approximately 1,707,000 shares
of Common Stock under the 1998 Incentive Stock Plan and has reserved 500,000
shares of Common Stock for issuance under the 1998 Employee Stock Purchase Plan.
The Company has filed a registration statement under the Securities Act to
register the Common Stock to be issued under these plans. As a result, shares
issued under these plans will be freely tradable without restriction unless
acquired by affiliates of the Company, who will be subject to the volume and
other limitations of Rule 144.
The Company may issue additional shares of Common Stock or Preferred Stock
under the Securities Act as part of any acquisition it may complete in the
future. Pursuant to Rule 145 under the Securities Act, these shares generally
will be freely tradable after their issuance by persons not affiliated with the
Company or the acquired companies.
HOLDING COMPANY STRUCTURE
The Company is a holding company, the principal assets of which are the
shares of the capital stock of its subsidiaries, including the Operating
Subsidiaries. As a holding company without independent means of generating
operating revenue, the Company depends on dividends and other payments from its
subsidiaries to
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<PAGE> 32
fund its obligations and meet its cash needs. Expenses of the Company include
salaries of its executive officers, insurance, professional fees, and service of
indebtedness that may be outstanding from time to time. Financial covenants
under future loan agreements of the Company's subsidiaries may limit such
subsidiaries' ability to make sufficient dividend or other payments to permit
the Company to fund its obligations or meet its cash needs, in whole or in part.
DIVIDEND POLICY
The Company has never paid cash dividends on its Common Stock and does not
anticipate paying cash dividends in the foreseeable future. Moreover, financing
covenants under certain of the Company's loan agreements restrict its ability to
pay dividends.
ANTI-TAKEOVER EFFECT OF CERTIFICATE AND BYLAW PROVISIONS, DELAWARE LAW, AND
CONTRACT PROVISIONS
Certain provisions of the Company's Restated Certificate of Incorporation
and Bylaws and Delaware law may make a change in the control of the Company more
difficult to effect, even if a change in control were in the stockholders'
interest or might result in a premium over the market price for the shares held
by the stockholders. The Company's Restated Certificate of Incorporation and
Bylaws divide the Board of Directors into three classes of directors elected for
staggered three-year terms. The Restated Certificate of Incorporation also
provides that the Board of Directors may authorize the issuance of one or more
series of preferred stock from time to time and may determine the rights,
preferences, privileges, and restrictions and fix the number of shares of any
such series of preferred stock, without any vote or action by the Company's
stockholders. The Board of Directors may authorize the issuance of preferred
stock with voting or conversion rights that could adversely affect the voting
power or other rights of the holders of Common Stock. The Restated Certificate
of Incorporation also allows the Board of Directors to fix the number of
directors and to fill vacancies on the Board of Directors.
The Company also is subject to the anti-takeover provisions of Section 203
of the Delaware General Corporation Law, which prohibit the Company from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an "interested stockholder," unless the business combination is approved
in a prescribed manner. The senior executives of the five original Acquired
Dealers and Stovall were exempted from the application of Section 203.
Certain of the Company's dealer agreements could also make it difficult for
a third party to attempt to acquire a significant ownership position in the
Company. See "Special Considerations -- Boat Manufacturers' Control Over
Dealers" and "Business -- Operations -- Suppliers and Inventory Management." In
addition, the Stockholders' Agreement and Governance Agreement will have the
effect of increasing the control of the Company's directors, executive officers,
and persons associated with them and may have the effect of delaying or
preventing a change in control of the Company.
YEAR 2000 COMPLIANCE
Many currently installed computer systems and software products are coded
to accept only two-digit entries to represent years in the date code field.
Computer systems and products that do not accept four-digit year entries will
need to be upgraded or replaced to accept four-digit entries to distinguish
years beginning with 2000 from prior years. The Company believes that its
management information system complies with the Year 2000 requirements, and the
Company currently does not anticipate that it will experience any material
disruption to its operations as a result of the failure of its management
information system to be Year 2000 compliant. There can be no assurance,
however, that computer systems operated by third parties, including customers,
vendors, credit card transaction processors, and financial institutions, with
which the Company's management information system interface will continue to
properly interface with the Company's system and will otherwise be compliant on
a timely basis with Year 2000 requirements.
The Company currently is developing a plan to evaluate the Year 2000
compliance status of third parties with which its system interfaces. Any failure
of the Company's management information system or the
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<PAGE> 33
systems of third parties to timely achieve Year 2000 compliance could have a
material adverse effect on the Company's business, financial condition, and
operating results.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements and information contained in this Report under the
headings "Business," "Special Considerations," and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" concerning future,
proposed, and anticipated activities of the Company; certain trends with respect
to the Company's revenue, operating results, capital resources, and liquidity or
with respect to the markets in which the Company competes or the boating
industry in general; and other statements contained in this Report regarding
matters that are not historical facts are forward-looking statements, as such
term is defined in the Securities Act. Forward-looking statements, by their very
nature, include risks and uncertainties, many of which are beyond the Company's
control. Accordingly, actual results may differ, perhaps materially, from those
expressed in or implied by such forward-looking statements. Factors that could
cause actual results to differ materially include those discussed elsewhere
under "Special Considerations."
ITEM 2. PROPERTIES
The Company leases its corporate offices in Clearwater, Florida and
additional administrative, warehouse, and service facilities in Texas. The
Company also leases 25 of its retail locations under leases that generally
contain multi-year renewal options and often grant the Company a first right of
refusal to purchase the property at fair value. In all such cases, the Company
pays a fixed rent at market rates. In substantially all of the leased locations,
the Company is responsible for taxes, utilities, insurance, and routine repairs
and maintenance. The Company owns the property associated with its 15 other
retail locations. See "Business -- Development of the Company; Acquisitions."
The following table reflects the status, approximate size, and facilities
of the Company's various retail locations as of the date of this Report.
<TABLE>
<CAPTION>
OWNED OR SQUARE FACILITIES OPERATED
LOCATION LEASED FOOTAGE(1) AT PROPERTY SINCE WATERFRONT
- -------------------------- ----------------- ---------- -------------------------------- -------- -------------------
<S> <C> <C> <C> <C> <C>
ARIZONA
Tempe..................... Company owned 34,000 Retail and service 1992 --
CALIFORNIA
Oakland................... Third-party lease 17,700 Retail and service; 20 wet slips 1985 Alameda Estuary
(San Francisco Bay)
Redding................... Company owned 11,700 Retail and service 1978 --
Santa Rosa................ Third-party lease 8,100 Retail and service 1990 --
Sacramento................ Company owned 24,800 Retail and service 1995 --
Sacramento (River Bend)
(floating facility)..... Third-party lease 500 Retail and service; 20 wet slips 1998 Sacramento River
FLORIDA
Brandon (mall store)...... Third-party lease 1,000 Retail only 1998 --
Clearwater................ Company owned 42,000 Retail and service; 16 wet slips 1973 Tampa Bay
Cocoa..................... Company owned 15,000 Retail and service 1968 --
Ft. Lauderdale............ Third-party lease 2,400 Retail and service; 15 wet slips 1977 Intracoastal
Waterway
Fort Myers................ Third-party lease 8,000 Retail and service; 18 wet slips 1983 Caloosahatchee
River
Miami..................... Company owned 7,200 Retail and service; 15 wet slips 1980 Intracoastal
Waterway
Naples.................... Company owned 19,600 Retail and service; 13 wet slips 1997 Naples Bay
Palm Beach................ Company owned 22,800 Retail and service; 8 wet slips 1998 Intracoastal
Waterway
Palm Beach (mall store)... Third-party lease 2,000 Retail only 1998 --
</TABLE>
31
<PAGE> 34
<TABLE>
<CAPTION>
OWNED OR SQUARE FACILITIES OPERATED
LOCATION LEASED FOOTAGE(1) AT PROPERTY SINCE WATERFRONT
- -------------------------- ----------------- ---------- -------------------------------- -------- -------------------
<S> <C> <C> <C> <C> <C>
Pompano Beach............. Company owned 23,000 Retail and service; 16 wet slips 1990 Intracoastal
Waterway
Stuart(2)................. Company owned 6,700 Retail and service; 60 wet slips 1994 Intracoastal
Waterway
Tampa..................... Company owned 13,100 Retail and service 1995 --
GEORGIA
Augusta................... Affiliate lease 8,000 Retail and service; 15 wet slips 1988 Clark Hill Lake
Forest Park (Atlanta)..... Affiliate lease 47,300 Retail and service 1973 --
Kennesaw (Atlanta)........ Affiliate lease 12,000(3) Retail and service 1996 --
Lake Lanier............... Affiliate lease 3,000 Retail and service; 50 wet slips 1981 Lake Lanier
MINNESOTA
Bay Port.................. Third-party lease 450 Retail only; 10 wet slips 1996 St. Croix River
Rogers.................... Company owned 70,000 Retail, service, and storage 1991 --
Walker.................... Company owned 76,400 Retail, service, and storage 1989 --
Walker.................... Company owned 6,800 Retail and service; 93 wet slips 1977 Leech Lake
Woodbury.................. Third-party lease 13,392 Retail and service 1997 --
NEVADA
Las Vegas................. Company owned 21,600 Retail and service 1990 --
NORTH CAROLINA
Wrightsville Beach........ Affiliate lease 34,523 Retail, service, and storage 1996 Intracoastal
Waterway
OHIO
Mentor (Cleveland)........ Third-party lease 17,500 Retail and service 1991 --
Port Clinton.............. Affiliate lease 63,700 Retail, service, and storage; 1974 Lake Erie
155 wet slips
Port Clinton.............. Affiliate lease 93,250 Retail, service, and storage 1997 Lake Erie
Toledo.................... Affiliate lease 12,240 Retail and service 1989 --
TEXAS
Fort Worth................ Third-party lease 1,600 Retail only 1997 --
Houston................... Affiliate lease 10,000 Retail only(4) 1987 --
Houston................... Affiliate lease 10,000 Retail only(4) 1981 --
League City (floating
facility)(5)............ Third-party lease 800 Retail and service; 30 wet slips 1988 Clear Lake
Lewisville (Dallas)....... Third-party lease 10,000 Retail and service 1992 Lake Lewisville
Lewisville (Dallas)
(floating facility)..... Third-party lease 500 Retail only; 20 wet slips(6) 1994 Lake Lewisville
Montgomery (floating
facility)............... Third-party lease 600 Retail only; 10 wet slips 1995 Lake Conroe
</TABLE>
- ---------------
(1) Square footage does not include outside sales space or dock or marina
facilities.
(2) The Stuart retail property consists of two parcels, each of which is owned
by a separate, wholly owned subsidiary of the Company.
(3) Includes 4,000 square feet currently under construction for a new service
center.
(4) Service performed at Houston service center leased by the Company from an
affiliate of one of the Operating Subsidiaries.
(5) The floating facility is owned by the Company; however, the related dock and
marina space is leased by the Company from an unaffiliated third-party.
(6) Shares service facility located at the other Lewisville retail location.
32
<PAGE> 35
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in various legal proceedings arising out of its
operations in the ordinary course of business. The Company does not believe that
such proceedings, even if determined adversely, will have a material adverse
effect on its business, financial condition, or results of operations.
On November 28, 1998, the Company terminated for cause the employment of
Richard C. LaManna Jr., Richard C. LaManna III, and Darrell C. LaManna
(collectively, the "LaMannas") under their employment agreements dated as of
March 1, 1998. The Company also removed each of the LaMannas as officers of the
Company. In accordance with the terms of the employment agreements, the Company
ceased the payment of compensation to the LaMannas. The LaMannas have disputed
the termination of their employment by the Company, including the termination of
their compensation. As a result, the Company, on December 23, 1998, commenced
binding arbitration before the American Arbitration Association in Tampa,
Florida as required by the terms of the employment agreements. The Company's
Demand for Arbitration and Statement of Claims to resolve any disputes arising
out of the employment agreements was based on various breaches and acts of
misconduct by the LaMannas.
On November 30, 1998, the Company filed a lawsuit against the LaMannas in
the United States District Court for the Middle District of Florida, Tampa
Division, Case No. 98-2429-CIV-T-25F. The Company alleges that the LaMannas
engaged in activities in connection with the Company's acquisition of Harrison's
Boat Center, Inc., Harrison's Marine Center of Arizona, Inc., and related
entities (collectively, "Harrison's") that constituted breaches of the
representations and warranties in the merger documents. The complaint requests
damages, attorneys' fees and costs, and a declaratory judgment regarding the
Company's rights, status, and legal relations relative to, among other things,
the LaMannas' agreement to indemnify the Company.
On December 21, 1998, the LaMannas filed a lawsuit against the Company and
certain of its directors in the Superior Court of Shasta County, California,
Case No. 136666. The complaint alleges that the Company and certain of its
officers and directors engaged in activities during and after the Company's
acquisition of Harrison's that constituted fraud, constructive fraud, breach of
fiduciary duty, conversion, breach of contract, wrongful termination in
violation of public policy, age discrimination, discrimination based on
perceived disability, intentional and negligent infliction of emotional
distress, negligent misrepresentation, defamation, and conspiracy, all allegedly
in violation of California state law. In particular, the plaintiffs allege that
certain of the Acquired Dealers and certain of the Company's officers and
directors (i) fraudulently induced the plaintiffs to sign various documents,
including their employment agreements, (ii) did not treat the plaintiffs
equitably in the merger valuation process, and (iii) terminated the plaintiffs
without cause. The complaint requests damages, rescission, and punitive damages.
The Company believes that this lawsuit is substantively without merit and is
procedurally defective since, among other things, the claims set forth in the
lawsuit either are subject to binding arbitration or are properly subject to the
proceeding before the United States District Court for the Middle District of
Florida. The Company intends to vigorously defend this action and to pursue its
Florida Federal District Court action and the arbitration against the LaMannas.
33
<PAGE> 36
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Company's Common Stock has been traded on the New York Stock Exchange
under the symbol HZO since its initial public offering on June 3, 1998 at $12.50
per share. The following table sets forth high and low sale prices of the Common
Stock for each calendar quarter indicated as reported on the New York Stock
Exchange.
<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C>
SECOND QUARTER (FROM JUNE 3, 1998)......................... $14.19 $12.38
THIRD QUARTER.............................................. $12.38 $ 7.56
FOURTH QUARTER (THROUGH DECEMBER 15, 1998)................. $ 9.06 $ 7.50
</TABLE>
On December 15, 1998, the closing sale price of the Company's Common Stock
was $7.94 per share. On December 15, 1998, there were approximately 68 record
holders and approximately 1,500 beneficial owners of the Company's Common Stock.
Pursuant to private placements under Section 4(2) of the Securities Act,
and in connection with the following acquisitions, the Company issued shares of
its Common Stock to the following persons in the following amounts:
<TABLE>
<CAPTION>
VALUE PER
DATE SHARES SHARE(1) ACQUISITIONS ISSUED TO
- ---- ------- --------- ------------ ---------
<S> <C> <C> <C> <C>
July 7, 1998 723,386 $12.50 Cochran's Three former shareholders
July 30, 1998 412,390 $12.50 Sea Ray of Wilmington, Inc. Six former shareholders
September 3, 1998 14,652 $ 8.53 Brevard Brevard
September 30, 1998 250,000 $ 9.36 Treasure Cove Marina, Inc. Treasure Cove Marina, Inc.
</TABLE>
- ---------------
(1) Value used in determining acquisition consideration.
34
<PAGE> 37
ITEM 6. SELECTED FINANCIAL DATA
The following table contains certain financial and operating data and is
qualified by the more detailed Consolidated Financial Statements and notes
thereto included elsewhere in this Report. The Balance Sheet Data as of
September 30, 1997 and 1998 and the Statements of Operations Data for the year
ended December 31, 1996, the nine months ended September 30, 1997, and the year
ended September 30, 1998 were derived from the Consolidated Financial Statements
and notes thereto that have been audited by Arthur Andersen LLP, independent
certified public accountants, and are included elsewhere in this Report. The
Balance Sheet Data as of December 31, 1994, 1995, and 1996 and the Statements of
Operations Data for the years ended December 31, 1994 and 1995, the nine months
ended September 30, 1996, and the 12-month period ended September 30, 1997 have
been derived from the unaudited financial statements of the Company, which in
the opinion of management, have been prepared on the same basis as the audited
financial statements and include all adjustments, consisting of normal recurring
adjustments, which management considers necessary for a fair presentation of the
selected financial data shown. The financial data shown below should be read in
conjunction with the Consolidated Financial Statements and the related notes
thereto and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included elsewhere in this Report.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
-------------------------------- --------------------
1994 1995 1996 1996 1997
-------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue........................................... $141,800 $168,111 $197,609 $156,611 $200,414
Cost of sales..................................... 109,543 128,823 149,948 117,514 150,479
-------- -------- -------- -------- --------
Gross profit...................................... 32,257 39,288 47,661 39,097 49,935
Selling, general, and administrative expenses..... 24,895 31,071 38,650 25,378 30,388
Non-recurring settlement(1)....................... -- -- -- -- --
-------- -------- -------- -------- --------
Income from operations............................ 7,362 8,217 9,011 13,719 19,547
Interest expense, net............................. 1,058 1,414 1,823 1,453 1,806
-------- -------- -------- -------- --------
Income before tax provision (benefit)............. 6,305 6,803 7,188 12,266 17,741
Tax provision (benefit)........................... 31 (20) 42 661 596
-------- -------- -------- -------- --------
Net income (loss)................................. $ 6,273 $ 6,823 $ 7,146 $ 11,605 $ 17,146
======== ======== ======== ======== ========
Net income (loss) per share: Diluted........................................................................
Weighted average number of shares: Diluted..................................................................
OTHER DATA:
Number of stores(2)............................... 19 22 23 23 24
Sales per store(3)................................ $ 6,449 $ 6,572 $ 7,124 $ 7,027 $ 8,722
Same-store sales growth(4)........................ 12% 14% 14% 8% 28%
<CAPTION>
TWELVE PRO FORMA
MONTHS FISCAL YEAR FISCAL YEAR
ENDED ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1997 1998 1998(5)
------------- ------------- -------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue........................................... $239,551 $ 291,182 $ 291,182
Cost of sales..................................... 180,998 220,364 220,364
-------- ----------- -----------
Gross profit...................................... 58,552 70,818 70,818
Selling, general, and administrative expenses..... 44,424 52,479 47,679
Non-recurring settlement(1)....................... -- 15,000 --
-------- ----------- -----------
Income from operations............................ 14,128 3,339 23,139
Interest expense, net............................. 1,951 2,212 2,212
-------- ----------- -----------
Income before tax provision (benefit)............. 12,177 1,127 20,927
Tax provision (benefit)........................... (73) 1,705 8,371
-------- ----------- -----------
Net income (loss)................................. $ 12,251 $ (577) $ 12,556
======== =========== ===========
Net income (loss) per share: Diluted........................... $ (0.05) $ 1.14
=========== ===========
Weighted average number of shares: Diluted..................... 11,027,949 11,027,949
=========== ===========
OTHER DATA:
Number of stores(2)............................... 26 41
Sales per store(3)................................ $ 10,536 $ 11,269
Same-store sales growth(4)........................ 26% 18%
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
-------------------------------- --------------------------------
1994 1995 1996 1997 1998
------- ------- ------ ------------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital.......................................... $ 7,312 $ 7,408 $8,560 $23,556 $29,079
Total assets............................................. 50,339 59,992 82,312 89,591 150,458
Long-term debt (including current portion)............... 1,314 1,161 1,438 7,414 3,692
Total stockholders' equity............................... 10,350 11,319 12,885 23,298 66,335
</TABLE>
- ---------------
(1) Consists of Brunswick settlement obligation. See "Special
Considerations -- Necessity for Manufacturers' Consent to Dealer
Acquisitions and Market Expansion."
(2) Includes only those stores open at period end.
(3) Includes only those stores open for the entire preceding 12- or nine-month
period, respectively.
(4) New stores are included in the comparable base at the beginning of the
store's thirteenth month of operations.
(5) Pro forma amounts reflect a $4.8 million ($0.26 per diluted share) reduction
in selling, general, and administrative expense for contractually lowered
compensation, a $15.0 million ($0.82 per diluted share) reduction of the
non-recurring Brunswick Settlement, and pro forma income taxes as if all the
Company's Operating Subsidiaries always operated as C corporations for
income tax purposes.
35
<PAGE> 38
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION, AND
RESULTS OF OPERATIONS
The Company is the largest recreational boat retailer in the United States
with fiscal 1998 revenue approaching $300 million. Through 40 retail locations
in nine states, the Company sells new and used recreational boats and related
marine products, including engines, boats, trailers, parts, and accessories. The
Company also arranges related boat financing, insurance and extended warranty
contracts; provides boat repair and maintenance services; and offers boat
brokerage services.
MarineMax was incorporated in January 1998. MarineMax has consummated a
series of business combinations since its formation. On March 1, 1998, MarineMax
acquired, in separate merger transactions, all of the issued and outstanding
common stock of Bassett Boat Company of Florida, Gulfwind South, Inc., Gulfwind
U.S.A., Inc., 11502 Dumas, Inc. and subsidiaries d/b/a Louis DelHomme Marine,
Harrison's Boat Center, Inc., and Harrison's Marine Centers of Arizona, Inc.
(collectively, the "Original Merged Companies") in exchange for 7,799,844 shares
of the Company's Common Stock. On July 7, 1998, the Company acquired, in
separate merger transactions, all of the issued and outstanding common stock of
Cochran's Marine, Inc. and C & N Marine Corporation (together "Cochran's
Marine") in a merger transaction in exchange for 603,386 shares of its Common
Stock. On July 30, 1998, the Company acquired all of the issued and outstanding
common stock of Sea Ray of Wilmington, Inc. (f.k.a. Skipper Bud's of North
Carolina) in a merger transaction in exchange for 412,390 shares of its Common
Stock.
These business combinations (collectively the "Pooled Companies") have been
accounted for under the pooling-of-interests method of accounting. Accordingly,
the financial statements of the Company have been restated to reflect the
operations as if the companies had operated as one entity since inception.
In addition to the Pooled Companies, the Company has acquired four
additional boat retailers and companies owning real estate used in the
operations of certain subsidiaries of the Company (collectively, the "Purchased
Companies"). In connection with these acquisitions, the Company issued an
aggregate of 2,268,984 shares of its common stock and paid an aggregate of
approximately $7.2 million in cash, resulting in the recognition of an aggregate
of $15.5 million in goodwill, which represents the excess of the purchase price
over the estimated fair value of the net assets acquired. The Purchased
Companies have been reflected in the Company's financial statements subsequent
to their respective acquisition dates. Each of the Purchased Companies is
continuing its operations as a wholly owned subsidiary of the Company.
Each of the Pooled Companies and Purchased Companies historically operated
with a calendar year-end, but adopted the September 30 year-end of MarineMax on
or before the completion of its acquisition. The September 30 year-end more
closely conforms to the natural business cycle of the Company. The following
discussion compares the fiscal year ended September 30, 1998 to the 12 months
ended September 30, 1997, the nine months ended September 30, 1997 to the nine
months ended September 30, 1996, and calendar 1996 to calendar 1995 and should
be read in conjunction with the consolidated financial statements of the
Company, including the related notes thereto, appearing elsewhere in this
Report.
The Company derives its revenue from (i) selling new and used recreational
boats and related marine products; (ii) arranging financing, insurance, and
extended warranty products; (iii) providing boat repair and maintenance
services; and (iv) offering boat brokerage services. Revenue from boat or
related marine product sales, boat repair and maintenance services, and boat
brokerage services is recognized at the time the product is delivered to the
customer or the service is completed. Revenue earned by the Company for
arranging financing, insurance, and extended warranty products is recognized at
the later of customer acceptance of the service contract terms as evidenced by
contract execution, or when the related boat sale is recognized.
Cost of sales generally includes the cost of the recreational boat or other
marine product, plus any additional parts or consumables used in providing
maintenance, repair, and rigging services.
The Pooled Companies operated historically as independent, privately owned
entities, and their results of operations reflect varying tax structures,
including both S and C corporations, which have influenced the historical level
of employee-stockholder compensation. The selling, general, and administrative
expenses of the Pooled Companies include compensation to employee-stockholders
totaling $4.8 million and $8.2 million
36
<PAGE> 39
for the fiscal year ended September 30, 1998 and the 12 months ended September
30, 1997, respectively, $4.7 million and $4.4 million for the nine months ended
September 30, 1997 and 1996, respectively, and $9.8 million and $7.3 million for
the years ended December 31, 1996 and 1995, respectively. As a result of the
varying practices regarding compensation to employee-stockholders among the
Pooled Companies, the comparison of operating margins from period to period is
not meaningful. Certain employee-stockholders have entered into employment
agreements with the Company, reflecting reduced compensation when compared to
historical levels.
RESULTS OF OPERATIONS
The following table sets forth certain financial data as a percentage of
revenue for the periods indicated:
<TABLE>
<CAPTION>
CALENDAR YEAR ENDED DECEMBER 31, NINE MONTHS ENDED SEPTEMBER 30,
--------------------------------------- -------------------------------------
1995 1996 1996 1997
------------------ ------------------ ----------------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue............................. $168,111 100.0% $197,609 100.0% $156,611 100.0% $200,414 100.0%
Cost of sales....................... 128,823 76.6% 149,948 75.9% 117,514 75.0% 150,479 75.1%
-------- -------- -------- --------
Gross profit........................ 39,288 23.4% 47,661 24.1% 39,097 25.0% 49,935 24.9%
Selling, general, and administrative
expenses........................... 31,071 18.2% 38,650 19.6% 25,378 16.2% 30,388 15.2%
Non-recurring settlement............ -- 0.0% -- 0.0% -- 0.0% -- 0.0%
-------- -------- -------- --------
Income from operations.............. 8,217 4.9% 9,011 4.6% 13,719 8.8% 19,547 9.8%
Interest expense, net............... 1,414 0.8% 1,823 0.9% 1,453 0.9% 1,806 0.9%
-------- -------- -------- --------
Income before tax provision......... 6,803 4.0% 7,188 3.6% 12,266 7.8% 17,741 8.9%
======== ======== ======== ========
<CAPTION>
TWELVE MONTHS FISCAL YEAR
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
1997 1998
----------------- -----------------
<S> <C> <C> <C> <C>
Revenue............................. $239,551 100.0% $291,182 100.0%
Cost of sales....................... 180,998 75.6% 220,364 75.7%
-------- --------
Gross profit........................ 58,552 24.4% 70,818 24.3%
Selling, general, and administrative
expenses........................... 44,424 18.5% 52,479 18.0%
Non-recurring settlement............ -- 0.0% 15,000 5.2%
-------- --------
Income from operations.............. 14,128 5.9% 3,339 1.1%
Interest expense, net............... 1,951 0.8% 2,212 0.8%
-------- --------
Income before tax provision......... 12,177 5.1% 1,127 0.4%
======== ========
</TABLE>
Fiscal Year Ended September 30, 1998 Compared to Twelve Months Ended September
30, 1997
Revenue. Revenue increased $51.6 million, or 21.6%, to $291.2 million for
the fiscal year ended September 30, 1998 from $239.6 million for the 12-month
period ended September 30, 1998. Of this increase, $43.0 million was
attributable to 18% growth in comparable stores sales in 1998 and $8.6 million
was attributable to stores not eligible for inclusion in the comparable store
base. The increase in comparable store sales in fiscal 1998 resulted primarily
from more effective utilization of the prospective customer tracking feature of
the integrated computer system, a trend toward larger boats in certain markets,
a greater emphasis on used boat sales, the continued implementation of the
MarineMax Value-Price sales approach, which the Company believes has resulted in
increased closing rate on sales, and participation in additional boat shows.
Gross Profit. Gross profit increased $12.3 million, or 20.9%, to $70.8
million for the fiscal year ended September 30, 1998 from $58.5 million for the
12-month period ended September 30, 1997. Gross profit margin as a percentage of
revenue decreased slightly from 24.4% to 24.3% during the 12-month period ended
September 30, 1997 and the fiscal year ended September 30, 1998. The decrease
was due to increased sales of products with a historically lower gross profit
percentage, such as used boat sales, partially offset by the implementation of
the MarineMax Value-Price sales approach, which generally results in improved
overall gross profit margins.
Selling, General, and Administrative Expenses. Selling, general, and
administrative expenses increased approximately $8.1 million, or 18.1%, to $52.5
million for the fiscal year ended September 30, 1998 from $44.4 million for the
12-month period ended September 30, 1997. Selling, general, and administrative
expenses as a percentage of revenue decreased to 18.0% in 1998 from 18.5% in
1997. This reduction was primarily due to proportionally lower
stockholder-employee compensation.
Non-Recurring Settlement. The Non-Recurring Settlement for the fiscal year
ended September 30, 1998 was attributable to a $15.0 million settlement under
the Settlement Agreement the Company entered into with Brunswick.
37
<PAGE> 40
Interest Expense, Net. Interest expense, net increased approximately
$261,000, or 13.4%, to $2.2 million for the fiscal year ended September 30, 1998
from $2.0 million for the 12-month period ended September 30, 1997. Interest
expense, net as a percentage of revenue, remained relatively constant at 0.8%
during the fiscal year ended September 30, 1998 and the 12-month period ended
September 30, 1997. Total interest charges increased as a result of increased
debt associated with higher levels of outstanding borrowings related to the
increased level of inventories required to support the increase in revenue.
Nine Months Ended September 30, 1997 Compared to Nine Months Ended September 30,
1996
Revenue. Revenue increased $43.8 million, or 27.9%, to $200.4 million for
the nine-month period ended September 30, 1997 from $156.6 million for the
nine-month period ended September 30, 1996. Of this increase, $39.0 million was
attributable to 25.9% growth in comparable stores sales in 1997 and $4.8 million
was attributable to stores not eligible for inclusion in the comparable store
base. The increase in comparable store sales in 1997 resulted primarily from
more effective utilization of the prospective customer tracking feature of the
integrated computer system, a greater emphasis on used boat sales, the addition
of the Boston Whaler product line at 12 locations, the introduction of the
MarineMax Value-Price sales approach at seven retail locations, which the
Company believes has resulted in increased closing rate on sales, and
participation in additional boat shows.
Gross Profit. Gross profit increased $10.8 million, or 27.7%, to $49.9
million for the nine-month period ended September 30, 1997 from $39.1 million
for the nine-month period ended September 30, 1996. Gross profit margin as a
percentage of revenue remained relatively constant at 24.9% during the
nine-month periods ended September 30, 1997 and 1996.
Selling, General, and Administrative Expenses. Selling, general, and
administrative expenses increased approximately $5.0 million, or 19.7%, to $30.4
million for the nine-month period ended September 30, 1997 from $25.4 million
for the nine-month period ended September 30, 1996. Selling, general, and
administrative expenses as a percentage of revenue decreased to 15.2% in 1997
from 16.2% in 1996. This reduction was primarily due to proportionally lower
stockholder-employee compensation.
Interest Expense, Net. Interest expense, net increased approximately
$352,000, or 24.2%, to $1.8 million for the nine-month period ended September
30, 1997 from $1.5 million for the nine-month period ended September 30, 1996.
Interest expense, net as a percentage of revenue, remained relatively constant
at 0.9% during the nine-month periods ended September 30, 1997 and 1996. Total
interest charges increased as a result of increased debt associated with the
redemption of Common Stock and higher levels of outstanding borrowings related
to the increased level of inventories required to support the increase in
revenue.
Year Ended December 31, 1996 Compared to Year Ended December 31, 1995
Revenue. Revenue increased $29.5 million, or 17.5%, to $197.6 million in
1996 from $168.1 million in 1995. Of this increase, $22.9 million was
attributable to 14.2% growth in comparable stores sales and $6.6 million was
attributable to stores not eligible for inclusion in the comparable store base.
The increase in comparable store sales in 1996 was due primarily to increased
use of the prospective customer tracking feature of the integrated computer
system, a stronger emphasis on used boat sales and parts and service sales, the
addition of product lines (such as Baja, Challenger, Sea Hunt, and Sea Pro) in
selected locations, and participation in additional boat shows.
Gross Profit. Gross profit increased $8.4 million, or 21.1%, to $47.7
million in 1996 from $39.3 million in 1995. Gross profit as a percentage of
revenue increased to 24.1% in 1996 from 23.4% in 1995. The gross profit increase
was primarily due to more effective utilization of the integrated computer
system, which allowed for more timely monitoring and emphasis on daily and
monthly gross profit margins, and increased sales of products that historically
result in higher gross profits such as finance and insurance contracts.
Selling, General, and Administrative Expenses. Selling, general, and
administrative expenses increased approximately $7.6 million, or 24.4%, to $38.7
million in 1996 from $31.1 million in 1995. Selling, general, and administrative
expenses as a percentage of revenue increased to 19.6% in 1996 from 18.5% in
1995. The
38
<PAGE> 41
increase in selling, general, and administrative expenses as a percentage of
revenue was primarily due to an additional $1.2 million of stockholder-employee
compensation and $800,000 in additional advertising expense in excess of their
proportion to the increase in revenue. The increase in advertising expense was
primarily associated with the addition of new product lines as noted above.
Interest Expense, Net. Interest expense, net increased approximately
$409,000, or 29.0%, to $1.8 million in 1996 from $1.4 million in 1995. Interest
expense, net as a percentage of revenue, increased to 0.9% in 1996 from 0.8% in
1995. The increase in interest charges was a result of increased debt associated
with the redemption of Common Stock and higher levels of outstanding borrowings
related to the increased level of inventories required to support the increase
in revenue.
QUARTERLY DATA AND SEASONALITY
The following table sets forth certain unaudited quarterly financial data
for each of the Company's last eight quarters. The information has been derived
from unaudited financial statements that, in the opinion of management, reflect
all adjustments (consisting only of normal recurring adjustments) necessary for
the fair presentation of such quarterly financial information.
The Pooled Companies operated historically as independent, privately owned
entities, and their results of operations reflect varying tax structures,
including both S and C corporations, which have influenced the historical level
of employee-stockholder compensation. As a result of the varying practices
regarding compensation to employee-stockholders among the Pooled Companies, the
comparison of operating margins from period to period is not meaningful. Certain
employee-stockholders have entered into employment agreements with the Company,
reflecting reduced compensation when compared to historical levels.
Additionally, due to the issuance of Common Stock in connection with the
acquisition of property and equipment and the initial public offering of
4,780,569 shares (3,515,824 by the Company and 1,264,745 by Selling
Stockholders) the comparisons of earnings per share is also difficult and less
meaningful on a historical basis.
The operating results for any quarter are not necessarily indicative of the
results to be expected for any future period.
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31, JUNE 30, SEPTEMBER 30,
1996 1997 1997 1997
------------- ---------- --------- --------------
<S> <C> <C> <C> <C>
Revenue....................... $ 39,137 $ 52,183 $ 78,133 $ 70,097
Cost of sales................. 30,519 40,055 58,531 51,893
--------- --------- --------- ---------
Gross profit.................. 8,617 12,128 19,603 18,204
Selling, general, and
administrative expenses..... 14,036 8,865 10,717 10,806
Non-recurring settlement......
--------- --------- --------- ---------
Income (loss) from
operations.................. (5,419) 3,263 8,886 7,398
Interest expense (income),
net......................... 145 287 727 792
--------- --------- --------- ---------
Income (loss) before tax
provision................... (5,564) 2,976 8,159 6,606
Tax provision (benefit)....... (669) 22 186 388
--------- --------- --------- ---------
Net income (loss)............. $ (4,895) $ 2,955 $ 7,973 $ 6,218
========= ========= ========= =========
Net income (loss) per share:
Diluted..................... $ (0.51) $ 0.33 $ 0.90 $ 0.70
========= ========= ========= =========
Weighted average number of
shares: Diluted............. 9,676,931 8,901,818 8,901,818 8,901,818
========= ========= ========= =========
<CAPTION>
DECEMBER 31, MARCH 31, JUNE 30, SEPTEMBER 30,
1997 1998 1998 1998
------------- ---------- ---------- --------------
<S> <C> <C> <C> <C>
Revenue....................... $ 46,401 $ 62,382 $ 105,250 $ 77,149
Cost of sales................. 36,662 47,861 80,337 55,505
--------- --------- ---------- ----------
Gross profit.................. 9,739 14,521 24,913 21,645
Selling, general, and
administrative expenses..... 14,227 11,747 13,495 13,010
Non-recurring settlement...... 15,000
--------- --------- ---------- ----------
Income (loss) from
operations.................. (4,488) (12,226) 11,419 8,635
Interest expense (income),
net......................... 350 742 1,468 (349)
--------- --------- ---------- ----------
Income (loss) before tax
provision................... (4,839) (12,968) 9,950 8,984
Tax provision (benefit)....... (341) (4,844) 3,468 3,422
--------- --------- ---------- ----------
Net income (loss)............. $ (4,498) $ (8,124) $ 6,482 $ 5,562
========= ========= ========== ==========
Net income (loss) per share:
Diluted..................... $ (0.51) $ (0.87) $ 0.56 $ 0.39
========= ========= ========== ==========
Weighted average number of
shares: Diluted............. 8,901,818 9,365,970 11,629,478 14,334,967
========= ========= ========== ==========
</TABLE>
All quarters have been restated to include the results of operations of the
Cochran's Marine and the Sea Ray of Wilmington, Inc. acquisitions that have been
accounted for under the pooling-of-interests method of accounting. Additionally,
in order to maintain consistency and comparability between periods, certain
amounts have been reclassified from the previously reported financial statements
to conform with the financial statements of the current period.
39
<PAGE> 42
LIQUIDITY AND CAPITAL RESOURCES
The Company's 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 and new store openings.
These cash needs have historically been financed with cash from operations and
borrowings under credit facilities. Historically, the Pooled Companies utilized
a combination of floor plan financing, working capital lines of credit, and
loans from stockholders to finance inventory levels. These historic facilities
had varying interest rates, terms, and payment requirements. The Company depends
upon dividends and other payments from its operating subsidiaries to fund its
obligations and meet its cash needs. No agreements exist that restrict this flow
of funds.
For the fiscal year ended September 30, 1998 and the nine-month periods
ended September 30, 1997 and 1996, the Company generated cash flows from
operating activities of approximately $16.6 million, $24.5 million, and $8.2
million, respectively. For the calendar years ended December 31, 1996 and 1995,
cash flows used by operating activities were $11.9 million and $262,000. In
addition to net income, cash provided by operating activities was due primarily
to inventory management, including floor plan management. Employee-stockholder
compensation significantly impacts net income and therefore cash flows provided
by and used in operations, which causes variations in operating cash flows.
For the fiscal year ended September 30, 1998, cash flows used in investing
activities was approximately $10.8 million. For the nine-month periods ended
September 30, 1997 and 1996, the cash flows used in investing activities
approximated $1.3 million in both periods. For the calendar years ended December
31, 1996 and 1995, cash flows used in investing activities were $1.6 million and
$1.2 million, respectively. Cash used in investing activities was primarily
attributable to cash used in business acquisitions and purchases of property and
equipment associated with opening new or improving existing retail facilities.
For the fiscal year ended September 30, 1998, cash flows used in financing
activities approximated $9.4 million. For the nine-month periods ended September
30, 1997 and 1996, cash flows used in financing activities approximated $14.3
million and $2.7 million, respectively. For the calendar years ended December
31, 1996 and 1995, cash flows provided by financing activities were $13.9
million and $2.1 million, respectively. Cash provided by financing activities
was primarily attributable to increased borrowings on short-term, long-term, and
stockholder debt. Cash flows used in financing activities reflect the repayment
of short-term, long-term, and stockholder debt and distributions made to
employee-stockholders for tax and other purposes, which have historically been
made in the quarter ended December 31.
At September 30, 1998, the Company's indebtedness totaled approximately
$64.5 million, of which approximately $3.7 million was associated with the
Company's real estate holdings, $15.0 million was associated with the Brunswick
Settlement, and the remaining $45.8 million was associated with financing the
Company's current inventory level and working capital needs.
During the year, the Company replaced the various lines of credit of the
Acquired Dealers with a Loan and Security Agreement, dated April 7, 1998, with
Nations Credit Distribution Finance, Inc. ("NDF"). The agreement provides for a
revolving line of credit facility to the Company with maximum available
borrowings of $105 million (the "Loan"). Advances on the Loan accrue interest at
the 90-day London Interbank Offered Rate plus 125 basis points. The Loan
terminates on April 1, 2001. The availability of loan advances from time to time
will be based upon the value of new and used inventory, parts inventory, and
accounts receivable of the Company and each of its direct and indirect
subsidiaries. Advances may be used for inventory, working capital, and other
purposes satisfactory to NDF. No more than $10 million in advances may be
outstanding for working capital purposes, unless the Company and its
subsidiaries pledge their real property assets. The Loan is guaranteed by each
of the Company's direct and indirect subsidiaries. The Loan and guaranties of
the subsidiaries are secured by all of the accounts, inventories, other goods,
equipment, furniture, and fixtures of the Company and all of the subsidiaries.
Since March 1, 1998, the Company has acquired six additional boat dealers
and companies owning real estate used in the operations of certain subsidiaries
of the Company. In connection with these acquisitions, the Company issued an
aggregate of 2,268,984 shares of its common stock and paid an aggregate of
approximately
40
<PAGE> 43
$7.2 million in cash, resulting in the recognition of an aggregate of $15.5
million in goodwill, which represents the excess of the purchase price over the
estimated fair value of the net assets acquired. See "Business -- Development of
the Company; Acquisitions."
In June 1998, the Company completed its initial public offering (the "IPO")
of 4,780,569 shares of Common Stock (3,515,824 shares by the Company and
1,264,745 shares by certain Selling Stockholders). The IPO generated net cash
proceeds to the Company of approximately $38.3 million, net of underwriting
discounts and offering costs of approximately $2.5 million. Subsequent to the
IPO, the Company used approximately $1.5 million to enhance the Company's
management information systems, $7.2 million in the acquisition of businesses,
and the remaining $29.6 million to pay down debt.
Except as specified in this "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and in the attached consolidated
financial statements, the Company has no material commitments for capital for
the next 12 months. The Company believes that its existing capital resources,
including plans to increase or supplement its credit facilities resulting in
approximately $200 million of borrowing capacity, will be sufficient to finance
the Company's operations for at least the next 12 months.
YEAR 2000 COMPLIANCE
Many currently installed computer systems and software products are coded
to accept only two-digit entries to represent years in the date code field.
Computer systems and products that do not accept four-digit year entries will
need to be upgraded or replaced to accept four-digit entries to distinguish
years beginning with 2000 from prior years. The Company believes that its
management information system complies with the Year 2000 requirements, and the
Company currently does not anticipate that it will experience any material
disruption to its operations as a result of the failure of its management
information system to be Year 2000 compliant. There can be no assurance,
however, that computer systems operated by third parties, including customers,
vendors, credit card transaction processors, and financial institutions, with
which the Company's management information system interface will continue to
properly interface with the Company's system and will otherwise be compliant on
a timely basis with Year 2000 requirements. The Company currently is developing
a plan to evaluate the Year 2000 compliance status of third parties with which
its system interfaces. Any failure of the Company's management information
system or the systems of third parties to timely achieve Year 2000 compliance
could have a material adverse effect on the Company's business, financial
condition, and operating results.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the financial statements, the notes thereto, and the
report thereon, commencing on page F-1 of this Report, which financial
statement, notes, and report are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
41
<PAGE> 44
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item relating to directors of the Company
is incorporated herein by reference to the definitive Proxy Statement to be
filed pursuant to Regulation 14A of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") for the Company's 1999 Annual Meeting of
Stockholders. The information required by this Item relating to executive
officers of the Company is included in "Business -- Executive Officers."
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference
to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the
Exchange Act for the Company's 1999 Annual Meeting of Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated herein by reference
to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the
Exchange Act for the Company's 1999 Annual Meeting of Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated herein by reference
to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the
Exchange Act for the Company's 1999 Annual Meeting of Stockholders.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
(1) Financial Statements are listed in the Index to Consolidated Financial
Statements on page F-1 of this Report.
(2) No Financial Statement Schedules are included because such schedules
are not applicable, are not required, or because required information is
included in the Consolidated Financial Statements or Notes thereto.
(b) REPORTS ON FORM 8-K
On July 20, 1998, the Company filed a Current Report on Form 8-K dated July
7, 1998 announcing the Company's acquisition of Cochran's Marine, Inc., C & N
Marine Corporation, and all of the membership interests of four limited
liability companies that own three of Cochran's Marine's five retail locations
and a facility used for boat storage.
On September 4, 1998, the Company filed a Current Report on Form 8-K dated
September 2, 1998, presenting restated financial statements. The Company filed
(i) audited supplemental consolidated financial statements for the nine-month
period ended September 30, 1997 and for the 12-month periods ended December 31,
1996 and 1995; and (ii) management's discussion and analysis of financial
condition and results of operations for each of the periods described above, all
of which were restated for businesses acquired in 1998 accounted for under the
pooling-of-interests method of accounting.
42
<PAGE> 45
(c) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<S> <C>
3.1 Restated Certificate of Incorporation of the Registrant(1)
3.2 Bylaws of the Registrant(1)
4 Specimen of Stock Certificate(1)
10.1(a) Merger Agreement between Registrant and its acquisition
subsidiary and Bassett Boat Company of Florida and Richard
Bassett(1)
10.1(b) Merger Agreement between Registrant and its acquisition
subsidiary and 11502 Dumas, Inc. d/b/a Louis DelHomme Marine
and its stockholders(1)
10.1(c) Merger Agreement between Registrant and its acquisition
subsidiary and Gulfwind USA, Inc. and its stockholders(1)
10.1(d) Merger Agreement between Registrant and its acquisition
subsidiary and Gulfwind South, Inc. and its stockholders(1)
10.1(e) Merger Agreement between Registrant and its acquisition
subsidiary and Harrison's Boat Center, Inc. and its
stockholders(1)
10.1(f) Merger Agreement between Registrant and its acquisition
subsidiary and Harrison's Marine Centers of Arizona, Inc.
and its stockholders(1)
10.1(g) Merger Agreement between Registrant and its acquisition
subsidiary and Stovall Marine, Inc. and its stockholders(1)
10.1(h) Agreement of Merger and Plan of Reorganization dated as of
the 7th day of July, 1998 by and among MarineMax, Inc., C &
N Acquisition Corp. (a subsidiary of MarineMax, Inc.), C & N
Marine Corporation and the Stockholders named therein(2)
10.1(i) Agreement of Merger and Plan of Reorganization dated as of
the 7th day of July, 1998 by and among MarineMax, Inc.,
Cochrans Acquisition Corp. (a subsidiary of MarineMax,
Inc.), Cochrans Marine, Inc. and the Stockholders named
therein(2)
10.1(j) Asset Purchase Agreement between Registrant and Treasure
Cove Marina, Inc.(3)
10.2(a) Contribution Agreement between Registrant and Bassett Boat
Company and its owner(1)
10.2(b) Contribution Agreement between Registrant and Bassett
Realty, L.L.C. and its owner(1)
10.2(c) Contribution Agreement between Registrant and Gulfwind South
Realty, L.L.C. and its owners(1)
10.2(d) Contribution Agreement between Registrant and Harrison's
Realty, L.L.C. and its owners(1)
10.2(e) Contribution Agreement between Registrant and Harrison's
Realty California, L.L.C. and its owners(1)
10.3(a) Employment Agreement between Registrant and William H.
McGill Jr.(1)
10.3(b) Employment Agreement between Registrant and Michael H.
McLamb(1)
10.3(c) Employment Agreement between Registrant and Richard R.
Bassett(1)
10.3(d) Employment Agreement between Registrant and Paul Graham
Stovall(1)
10.3(e) Employment Agreement between Registrant and David L. Cochran
10.3(f) Employment Agreement between Registrant and David H.
Pretasky
10.4 1998 Incentive Stock Plan(1)
10.5 1998 Employee Stock Purchase Plan(1)
10.6 Settlement Agreement between Brunswick Corporation and
Registrant(1)
10.7 Letter of Intent between Registrant and Stovall(1)
10.8 Restated Agreement Relating to the Purchase of MarineMax
Common Stock between Registrant and Brunswick Corporation,
dated as of April 28, 1998(1)
10.9 Stockholders' Agreement among Registrant, Brunswick
Corporation, and Senior Founders of Registrant, dated April
28, 1998(1)
10.10 Governance Agreement between Registrant and Brunswick
Corporation, dated April 28, 1998(1)
10.11 Agreement Relating to Acquisitions between Registrant and
Brunswick Corporation, dated April 28, 1998(1)
10.12 Form of Sea Ray Sales and Service Agreement(1)
</TABLE>
43
<PAGE> 46
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<S> <C>
10.13 Loan and Security Agreement between Registrant and
NationsCredit Distribution Finance, Inc.(1)
10.14 Guaranty and Security Agreement of NationsCredit
Distribution Finance, Inc.(1)
10.15 Guaranty and Security Agreement of NationsCredit
Distribution Finance, Inc. by Stovall Marine, Inc.(1)
21 List of Subsidiaries
23.1 Consent of Arthur Andersen LLP
27 Financial Data Schedule
</TABLE>
- ---------------
(1) Incorporated by reference to Registration Statement on the Registrant's Form
S-1 (Registration 333-47873)
(2) Incorporated by reference to Registrant's Current Report on Form 8-K dated
July 7, 1998, as filed on July 20, 1998
(3) Incorporated by reference to Registrant's Form 8-K Report dated September
30, 1998, as filed on October 20, 1998
44
<PAGE> 47
SIGNATURES
In accordance with Section 13 or 15(d) 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.
/s/ WILLIAM H. MCGILL JR.
--------------------------------------
William H. McGill Jr., Chairman of the
Board,
President, and Chief Executive Officer
Date: December 28, 1998
In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------- -------- ----
<C> <S> <C>
/s/ WILLIAM H. MCGILL JR. Chairman of the Board, December 28, 1998
- ------------------------------------------------ President, and Chief
William H. McGill Jr. Executive Officer (Principal
Executive Officer)
/s/ MICHAEL H. MCLAMB Vice President, Chief Financial December 28, 1998
- ------------------------------------------------ Officer, Treasurer, and
Michael H. McLamb Secretary (Principal
Accounting and Financial
Officer)
/s/ RICHARD R. BASSETT Executive Vice President and December 28, 1998
- ------------------------------------------------ Director
Richard R. Bassett
/s/ PAUL GRAHAM STOVALL Senior Vice President and December 28, 1998
- ------------------------------------------------ Director
Paul Graham Stovall
Director
- ------------------------------------------------
Richard C. LaManna Jr.
/s/ ROBERT S. KANT Director December 28, 1998
- ------------------------------------------------
Robert S. Kant
/s/ R. DAVID THOMAS Director December 28, 1998
- ------------------------------------------------
R. David Thomas
/s/ STEWART TURLEY Director December 28, 1998
- ------------------------------------------------
Stewart Turley
</TABLE>
45
<PAGE> 48
MARINEMAX, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Certified Public Accountants........ F-2
Consolidated Balance Sheets............................... F-3
Consolidated Statements of Operations..................... F-4
Consolidated Statements of Stockholders' Equity........... F-5
Consolidated Statements of Cash Flows..................... F-6
Notes to Consolidated Financial Statements................ F-7
</TABLE>
F-1
<PAGE> 49
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and
Stockholders of MarineMax, Inc.:
We have audited the accompanying consolidated balance sheets of MarineMax,
Inc. (a Delaware corporation) and subsidiaries as of September 30, 1997 and
1998, and the related consolidated statements of operations, stockholders'
equity and cash flows for the year ended December 31, 1996, the nine-month
period ended September 30, 1997 and the year ended September 30, 1998. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
MarineMax, Inc. and subsidiaries as of September 30, 1997 and 1998 and the
results of their operations and their cash flows for the year ended December 31,
1996, the nine-month period ended September 30, 1997, and the year ended
September 30, 1998 in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Tampa, Florida,
October 28, 1998 (except with respect to the matter discussed in
Note 18, as to which the date is December 28, 1998)
F-2
<PAGE> 50
MARINEMAX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 30,
1997 1998
------------- -------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $11,537,934 $ 7,860,866
Accounts receivable, net.................................. 8,204,334 18,511,878
Due from related parties.................................. 585,913 --
Inventories............................................... 61,945,438 80,756,342
Prepaids and other current assets......................... 679,198 2,824,345
Deferred tax assets....................................... 529,212 --
----------- ------------
Total current assets................................... 83,482,029 109,953,431
PROPERTY AND EQUIPMENT, net................................. 5,902,000 24,776,439
DUE FROM RELATED PARTY...................................... 54,719 --
DEFERRED TAX ASSET.......................................... -- 103,426
GOODWILL AND OTHER ASSETS................................... 152,538 15,624,996
----------- ------------
Total assets........................................... $89,591,286 $150,458,292
=========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable.......................................... $ 6,209,029 $ 8,591,679
Customer deposits......................................... 3,536,045 4,815,979
Accrued expenses.......................................... 5,409,977 6,044,506
Short-term borrowings..................................... 38,231,619 45,813,419
Current maturities of long-term debt...................... 1,047,272 442,519
Settlement payable........................................ -- 15,000,000
Deferred taxes............................................ -- 165,511
Due to related parties.................................... 5,492,487 --
----------- ------------
Total current liabilities.............................. 59,926,429 80,873,613
----------- ------------
LONG-TERM DEBT, net of current maturities................... 6,367,019 3,249,494
----------- ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value, 5,000,000 shares
authorized, none issued or outstanding.................... -- --
Common stock, $.001 par value; 40,000,000 shares authorized,
8,901,818 and 14,600,428 shares issued and outstanding at
September 30, 1997 and 1998, respectively................. 8,902 14,601
Additional paid-in capital.................................. -- 57,113,708
Retained earnings........................................... 23,288,936 9,206,876
----------- ------------
Total stockholders' equity............................. 23,297,838 66,335,185
----------- ------------
Total liabilities and stockholders' equity............. $89,591,286 $150,458,292
=========== ============
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
F-3
<PAGE> 51
MARINEMAX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE NINE-
FOR THE YEAR MONTH PERIOD FOR THE YEAR
ENDED ENDED ENDED
DECEMBER 31, SEPTEMBER 30, SEPTEMBER 30,
1996 1997 1998
------------ ------------- -------------
<S> <C> <C> <C>
REVENUE...................................... $197,608,890 $200,413,762 $291,182,186
COST OF SALES................................ 149,947,980 150,478,921 220,364,383
------------ ------------ ------------
Gross profit............................... 47,660,910 49,934,841 70,817,803
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES................................... 38,650,159 30,387,637 52,478,624
NON-RECURRING SETTLEMENT..................... -- -- 15,000,000
------------ ------------ ------------
Income from operations..................... 9,010,751 19,547,204 3,339,179
INTEREST EXPENSE, net........................ 1,823,187 1,805,716 2,211,858
------------ ------------ ------------
INCOME BEFORE INCOME TAXES................... 7,187,564 17,741,488 1,127,321
INCOME TAX PROVISION......................... 42,029 595,823 1,704,783
------------ ------------ ------------
NET INCOME (LOSS)............................ $ 7,145,535 $ 17,145,665 $ (577,462)
============ ============ ============
BASIC AND DILUTED NET INCOME (LOSS) PER
COMMON SHARE:.............................. $ 0.74 $ 1.93 $ (0.05)
============ ============ ============
UNAUDITED PRO FORMA INCOME TAX PROVISION
(BENEFIT).................................. 2,841,362 6,404,639 (1,188,928)
------------ ------------ ------------
UNAUDITED PRO FORMA NET INCOME............... $ 4,304,173 $ 10,741,025 $ 611,466
============ ============ ============
UNAUDITED PRO FORMA BASIC AND DILUTED NET
INCOME PER COMMON SHARE.................... $ 0.45 $ 1.21 $ 0.06
============ ============ ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES USED
IN COMPUTING NET INCOME (LOSS) PER COMMON
SHARE AND UNAUDITED PRO FORMA NET INCOME
PER COMMON SHARE:
Basic...................................... 9,628,348 8,901,818 11,025,410
============ ============ ============
Diluted.................................... 9,628,348 8,901,818 11,027,949
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-4
<PAGE> 52
MARINEMAX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1996, THE NINE-MONTH PERIOD ENDED
SEPTEMBER 30, 1997 AND THE YEAR ENDED SEPTEMBER 30, 1998
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TOTAL
-------------------- PAID-IN RETAINED STOCKHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS EQUITY
---------- ------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE, January 1, 1996............ 9,264,541 $ 9,265 $ 590,673 $10,718,908 $11,318,846
Net Income.......................... -- -- -- 7,145,535 7,145,535
Capital contribution................ 412,390 412 20,588 -- 21,000
Distributions to stockholders....... -- -- -- (5,600,753) (5,600,753)
---------- ------- ----------- ----------- -----------
BALANCE, December 31, 1996.......... 9,676,931 9,677 611,261 12,263,690 12,884,628
Net Income.......................... -- -- -- 17,145,665 17,145,665
Redemption of common stock.......... (775,113) (775) (612,261) (5,486,964) (6,100,000)
Capital contribution................ -- -- 1,000 -- 1,000
Distributions to stockholders....... -- -- -- (633,455) (633,455)
---------- ------- ----------- ----------- -----------
BALANCE, September 30, 1997......... 8,901,818 8,902 -- 23,288,936 23,297,838
Net Loss............................ -- -- -- (577,462) (577,462)
Issuance of common stock............ 3,515,824 3,516 38,296,811 -- 38,300,327
Redemption of common stock.......... (86,198) (86) (149,914) -- (150,000)
Issuance of common stock in exchange
for property and equipment........ 2,268,984 2,269 14,928,397 -- 14,930,666
Contribution of former S Corporation
retained earnings................. -- -- 4,038,414 (4,038,414) --
Distributions to stockholders....... -- -- -- (9,466,184) (9,466,184)
---------- ------- ----------- ----------- -----------
BALANCE, September 30, 1998......... 14,600,428 $14,601 $57,113,708 $ 9,206,876 $66,335,185
========== ======= =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-5
<PAGE> 53
MARINEMAX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE NINE-
FOR THE YEAR MONTH PERIOD FOR THE YEAR
ENDED ENDED ENDED
DECEMBER 31, SEPTEMBER 30, SEPTEMBER 30,
1996 1997 1998
------------ ------------- -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)......................................... $ 7,145,535 $ 17,145,665 $ (577,462)
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Depreciation and amortization........................... 819,784 726,657 1,685,058
Deferred income tax (benefit) provision................. (594,899) 137,369 591,297
(Gain) loss on sale of property and equipment........... (17,054) 993 60,616
(Increase) decrease in --
Accounts receivable, net................................ (2,129,417) (2,785,080) (9,231,684)
Due from related parties................................ (481,623) (69,520) 640,632
Inventories............................................. (18,316,073) 5,035,675 9,434,118
Prepaids and other assets............................... 338,821 (191,410) (1,882,655)
Increase (decrease) in --
Accounts payable........................................ 1,738,263 1,899,839 100,069
Customer deposits....................................... (2,286,207) 1,196,761 1,022,563
Accrued expenses and other liabilities.................. 1,845,565 1,354,173 (275,404)
Settlement payable...................................... -- -- 15,000,000
------------ ------------ ------------
Net cash (used in) provided by operating activities... (11,937,305) 24,451,122 16,567,148
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash used in business acquisitions, net of cash
acquired................................................ -- -- (7,218,174)
Purchases of property and equipment....................... (1,633,308) (1,325,001) (3,665,422)
Proceeds from sale of property and equipment.............. 60,201 30,988 84,000
------------ ------------ ------------
Net cash used in investing activities................. (1,573,107) (1,294,013) (10,799,596)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock.................................. 21,000 1,000 38,300,327
Redemption of common stock................................ -- -- (150,000)
Net borrowings (repayments) on notes payable to related
parties................................................. (114,433) 2,187,544 (5,785,729)
Borrowings on long-term debt.............................. 1,464,223 1,917,381 --
Repayments on long-term debt.............................. (1,187,350) (2,041,090) (10,122,305)
Net borrowings (repayments) on short-term borrowings...... 19,293,776 (15,911,114) (22,057,729)
Distributions to stockholders............................. (5,600,753) (470,455) (9,629,184)
------------ ------------ ------------
Net cash provided by (used in) financing activities..... 13,876,463 (14,316,734) (9,444,620)
------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:....... 366,051 8,840,375 (3,677,068)
CASH AND CASH EQUIVALENTS, beginning of period.............. 2,331,508 2,697,559 11,537,934
------------ ------------ ------------
CASH AND CASH EQUIVALENTS, end of period.................... $ 2,697,559 $ 11,537,934 $ 7,860,866
============ ============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for
Interest................................................ $ 3,009,471 $ 2,763,240 $ 3,229,158
Income taxes............................................ $ 33,701 $ 35,745 $ 4,680,840
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:
Issuance of common stock in exchange for property and
equipment............................................... -- -- $ 48,781,253
Assumption of debt (primarily inventory financing) in
conjunction with the acquisition of property and
equipment............................................... -- -- $ 33,850,587
Distributions declared but not yet paid................... -- $ 163,000 --
Long-term debt issued for redemption of common stock...... -- $ 6,100,000 --
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
F-6
<PAGE> 54
MARINEMAX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS AND ORGANIZATION:
MarineMax, Inc. (a Delaware corporation) was incorporated in January 1998.
MarineMax, Inc. and subsidiaries (MarineMax or the Company) engage primarily in
the retail sale and service of new and used boats, motors, trailers, marine
parts and accessories. The Company currently operates through 40 retail
locations in nine states, consisting of Arizona, California, Florida, Georgia,
Minnesota, Nevada, North Carolina, Ohio and Texas.
In June 1998, the Company completed its initial public offering (IPO) of
4,780,569 shares of common stock. The Company sold 3,515,824 shares, and certain
stockholders sold 1,264,745 shares. Of these shares, 1,654,624 shares were sold
to the public at a price per share of $12.50 and 1,861,200 shares were sold to
Brunswick Corporation for $11.625 per share. The IPO generated net cash proceeds
of approximately $38.3 million, net of underwriting discounts and offering costs
of approximately $2.5 million.
In order to maintain consistency and comparability between periods
presented, certain amounts have been reclassified from the previously reported
financial statements to conform with the financial statement presentation of the
current period. The consolidated financial statements include the accounts of
the Company and its subsidiaries, all of which are wholly owned. All significant
intercompany transactions and accounts have been eliminated.
2. ACQUISITIONS:
The Company has consummated a series of business combinations. On March 1,
1998, the Company acquired, in separate merger transactions, all of the issued
and outstanding common stock of Bassett Boat Company of Florida, Gulfwind South,
Inc., Gulfwind U.S.A., Inc., 11502 Dumas, Inc. and subsidiaries d/b/a Louis
DelHomme Marine, Harrison's Boat Center, Inc., and Harrison's Marine Centers of
Arizona, Inc. (collectively, the Original Merged Companies) in exchange for
7,799,844 shares of the Company's common stock.
On July 7, 1998, the Company acquired, in separate merger transactions, all
of the issued and outstanding common stock of Cochran's Marine, Inc. and C & N
Marine Corporation (together Cochran's Marine) in exchange for 603,386 shares of
its common stock.
On July 30, 1998, the Company acquired in a merger transaction all of the
issued and outstanding common stock of Sea Ray of Wilmington, Inc. (f.k.a.
Skipper Bud's of North Carolina) in exchange for 412,390 shares of its common
stock.
These business combinations (collectively, the Pooled Companies) have been
accounted for under the pooling-of-interests method of accounting. Accordingly,
the financial statements of the Company have been restated to reflect the
operations as if the Pooled Companies had operated as one entity since
inception.
Cochran's Marine and Sea Ray of Wilmington Inc. generated combined revenue
of approximately $30.4 million and net income of approximately $1.1 million
prior to their July 7, 1998 and July 30, 1998 acquisition dates, respectively.
Cochran's Marine and Sea Ray of Wilmington Inc. operated historically as
independent, privately owned entities, and their results of operations reflect
varying tax structures, including both S and C corporations, which have
influenced the historical level of stockholder compensation and resulted in no
or little recorded income tax expense.
On March 1, 1998, MarineMax effected business combinations in which it
acquired, in separate merger transactions, the beneficial interests in Bassett
Boat Company, Bassett Realty, L.L.C., Gulfwind South Realty, L.L.C., Harrison's
Realty, L.L.C. and Harrison's Realty California, L.L.C. (collectively, the
Original Property Acquisitions) in exchange for 1,392,026 shares of the
Company's common stock. Additionally, on July 7, 1998, MarineMax acquired, in
separate merger transactions, the beneficial interests in C & N Realty LLC,
Walker Marina Realty, LLC, Marina Drive Realty I, LLC, and Marina Drive Realty
II, LLC (collectively,
F-7
<PAGE> 55
MARINEMAX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Cochran's LLCs) in exchange for 120,000 shares of the Company's common stock.
These acquisitions have been accounted for under the purchase method of
accounting.
On April 30, 1998, the Company acquired in a merger transaction all of the
issued and outstanding common stock of Stovall Marine, Inc (Stovall) in exchange
for 492,306 shares of the Company's common stock. The acquisition has been
accounted for under the purchase method of accounting, which resulted in the
recognition of approximately $5.3 million in goodwill, representing the excess
of the purchase price over the estimated fair value of the net assets acquired.
On September 3, 1998, the Company acquired the net assets of Brevard Boat
Sales, Inc. (Brevard) in exchange for approximately $1.1 million and 14,652
shares of the Company's common stock. The acquisition has been accounted for
under the purchase method of accounting, which resulted in the recognition of
approximately $1.1 million in goodwill, representing the excess of the purchase
price over the estimated fair value of the net assets acquired.
On September 15, 1998, the Company acquired the net assets, including the
retail location, of Sea Ray of Las Vegas (Vegas) in exchange for approximately
$3.5 million. The acquisition has been accounted for under the purchase method
of accounting, which resulted in the recognition of approximately $1.0 million
in goodwill, representing the excess of the purchase price over the estimated
fair value of the net assets acquired.
On September 30, 1998, the Company acquired the net assets of Treasure Cove
Marina, Inc. (Treasure Cove) in exchange for approximately $3.1 million and
250,000 shares of the Company's common stock. The asset purchase agreement calls
for the final purchase price to be determined based upon results from operations
for the period ended December 31, 1998. The acquisition has been accounted for
under the purchase method of accounting, which resulted in the recognition of an
estimated $8.1 million in goodwill, representing the excess of the estimated
purchase price over the estimated fair value of the net assets acquired. The
final purchase price could result in either a refund to the Company or an
additional payment of up to approximately $5.0 million.
The Original Property Acquisitions, Stovall, Cochran's LLCs, Brevard, Vegas
and Treasure Cove (collectively, the Acquired Companies) have been reflected in
the Company's financial statements subsequent to their respective acquisition
dates.
The Company's unaudited pro forma consolidated results of operations
assuming all significant 1998 acquisitions accounted for under the purchase
method of accounting had occurred on January 1, 1997 are as follows for the
nine-month period ended September 30, 1997 and the fiscal year ended September
30, 1998:
<TABLE>
<CAPTION>
FOR THE NINE-
MONTH PERIOD FOR THE YEAR
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
1997 1998
------------- -------------
<S> <C> <C>
Revenue............................................... $237,679,526 $346,729,581
Net income............................................ 18,474,044 2,605,230
Diluted earnings per share............................ $ 1.27 $ 0.18
</TABLE>
The unaudited pro forma results of operations are presented for
informational purposes only and may not necessarily reflect the future results
of operations of the Company or what the results of operations would have been
had the Company owned and operated these businesses as of January 1, 1997.
F-8
<PAGE> 56
MARINEMAX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
3. SIGNIFICANT ACCOUNTING POLICIES:
FISCAL YEAR
Effective September 30, 1997, the Company changed its fiscal year-end from
December 31 to September 30 to coincide more closely with its natural business
cycle. As a result, the accompanying financial statements present the nine-month
transition period, which began January 1, 1997 and ended September 30, 1997.
Results of operations (unaudited) for the nine-month period ended September 30,
1996 were as follows:
<TABLE>
<CAPTION>
FOR THE
NINE-MONTH
PERIOD ENDED
SEPTEMBER 30,
1996
-------------
<S> <C>
Revenue..................................................... $156,610,835
Cost of sales............................................... 117,513,908
------------
Gross profit........................................... 39,096,927
Selling, general, and administrative expenses............... 25,377,507
------------
Income from operations................................. 13,719,420
Interest expense, net....................................... 1,453,444
------------
Income before income tax provision.......................... 12,265,976
Income tax provision........................................ 660,930
------------
Net income............................................. $ 11,605,046
============
</TABLE>
CASH AND CASH EQUIVALENTS
For purposes of the consolidated statements of cash flows, the Company
considers all highly liquid investments with an original maturity of three
months or less to be cash equivalents.
INVENTORIES
New and used boat inventories are stated at the lower of cost, determined
on a specific-identification basis, or market. Parts and accessories are stated
at the lower of cost, determined on the first-in, first-out basis, or market.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost and depreciated over their
estimated useful lives using the straight-line method. Useful lives for purposes
of computing depreciation are as follows:
<TABLE>
<CAPTION>
YEARS
-----
<S> <C>
Buildings and improvements.................................. 5-40
Machinery and equipment..................................... 5-10
Furniture and fixtures...................................... 5-10
Vehicles.................................................... 5
</TABLE>
The cost of property and equipment sold or retired and the related
accumulated depreciation are removed from the accounts at the time of
disposition, and any resulting gain or loss is included in the consolidated
statements of income. Maintenance, repairs and minor replacements are charged to
operations as incurred; major replacements and improvements are capitalized and
amortized over their useful lives.
F-9
<PAGE> 57
MARINEMAX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
GOODWILL AND OTHER ASSETS
Goodwill and other assets consist primarily of the cost of acquired
businesses in excess of the fair value of net assets acquired and other in
tangible assets. The cost in excess of the fair value of net assets is amortized
over forty years on a straight-line basis. Accumulated amortization of goodwill
was approximately $53,000 at September 30, 1998.
CUSTOMER DEPOSITS
Customer deposits primarily include amounts received from customers toward
the purchase of boats. These deposits are recognized as revenue when the related
boats are delivered to customers.
LONG-LIVED ASSETS
Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting for
the Impairment of Long-lived Assets and Long-lived Assets to be Disposed
Of"(SFAS 121), requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
the asset in question may not be recoverable. The Company groups long-lived
assets by store location for purposes of assessing the recoverability of
carrying value and measuring potential impairment. SFAS 121 was adopted in 1996
and did not have a material effect on the Company's consolidated results of
operations, cash flows or financial position.
REVENUE RECOGNITION
Revenue from boat, motor and trailer sales and parts and service operations
is recognized at the time the boat, motor, trailer or part is delivered to or
accepted by the customer or service is completed. Revenue earned by the Company
for notes placed with financial institutions in connection with customer boat
financing is recognized when the related boat sale is recognized. Commissions
earned on credit life, accident and disability insurance sold on behalf of
third-party insurance companies are also recognized when the related boat sale
is recognized. Pursuant to negotiated agreements with financial institutions,
the Company is charged back for a portion of these fees should the customer
terminate the finance contract before it is outstanding for stipulated minimal
periods of time. The chargeback reserve, which was not material to the
consolidated financial statements taken as a whole as of September 30, 1997 or
1998, is based on the Company's experience for repayments or defaults on the
finance contracts.
Commissions earned on extended warranty service contracts sold on behalf of
unrelated third-party insurance companies are recognized at the later of
customer acceptance of the service contract terms as evidenced by contract
execution, or when the related boat sale is recognized. The Company is charged
back for a portion of these commissions should the customer terminate the
service contract prior to its scheduled maturity. The chargeback reserve, which
was not material to the consolidated financial statements taken as a whole as of
September 30, 1997 or 1998, is based upon the Company's experience for
repayments or defaults on the service contracts.
ADVERTISING AND PROMOTIONAL COSTS
Advertising and promotional costs are expensed as incurred and are included
in selling, general and administrative expenses in the accompanying consolidated
statements of operations. Total advertising and promotional expenses
approximated $2,886,000, $2,662,000 and $3,443,000 for the year ended December
31, 1996, the nine-month period ended September 30, 1997 and the year ended
September 30, 1998, respectively.
F-10
<PAGE> 58
MARINEMAX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
INCOME TAXES AND UNAUDITED PRO FORMA INCOME TAX PROVISION
Certain subsidiaries of the Company elected S corporation status under the
provisions of the Internal Revenue Code prior to the business combinations
accounted for under the pooling-of-interests method of accounting. Accordingly,
income of these subsidiaries was passed through to the stockholders and these
subsidiaries historically recorded no provision for income taxes. The
accompanying consolidated statement of operations includes an unaudited pro
forma income tax provision assuming the subsidiaries had been taxed as C
corporations during that period. The pro forma income tax benefit disclosed for
the year ended September 30, 1998 is the result of a deferred tax liability
recorded on the conversion from S corporation to C corporation tax status of
certain subsidiaries of the Company (See Note 10).
The other subsidiaries have been taxed as C corporations and have followed
the liability method of accounting for income taxes in accordance with SFAS No.
109, "Accounting for Income Taxes" (SFAS 109). Under SFAS 109, deferred income
taxes are recorded based upon differences between the financial reporting and
tax bases of assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect when the underlying assets are received or
liabilities are settled.
SUPPLIER AND CUSTOMER CONCENTRATION
Dealership Agreements
The Company has entered into dealership agreements with the Sea Ray
division of Brunswick Corporation, Boston Whaler, Inc., Mercury Marine and Baja
Marine Corporation (all subsidiaries or divisions of Brunswick Corporation)
(collectively, Brunswick). Approximately 88 percent of the Company's new boat
revenue during fiscal 1998 was derived from products acquired from Brunswick.
These agreements allow the Company to purchase, stock, sell and service boats
and products of Brunswick. These agreements also allow the Company to use
Brunswick's names, trade symbols and intellectual properties.
Although there are a limited number of manufacturers of the type of boats
and products that the Company sells, the Company believes that other suppliers
could provide similar boats and products on comparable terms. A change in
suppliers, however, could cause a potential loss of revenue, which would affect
operating results adversely. The Company's existing dealership agreements with
Brunswick and various other manufacturers are renewable subject to certain terms
and conditions in the agreements and expire in 1999 through 2008.
Concentrations of Credit Risks
Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist principally of cash and cash equivalents
and accounts receivable. Concentrations of credit risk with respect to cash and
cash equivalents are limited primarily to financial institutions. Concentrations
of credit risk arising from receivables are limited primarily to manufacturers
and financial institutions.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and cash equivalents,
accounts receivable and debt. The carrying amount of these financial instruments
approximates fair value due either to length of maturity or existence of
interest rates that approximate prevailing market rates unless otherwise
disclosed in these financial statements.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and
F-11
<PAGE> 59
MARINEMAX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
NEW ACCOUNTING PRONOUNCEMENTS
During June 1996 and June 1997, the Financial Accounting Standards Board
issued SFAS No. 130, "Reporting Comprehensive Income" (SFAS 130), and SFAS No.
131, "Disclosures About Segments of An Enterprise and Related Information" (SFAS
131), respectively. The major provisions of these statements and their impact on
the Company are discussed below.
SFAS 130, effective for fiscal years beginning after December 15, 1997,
requires the presentation of comprehensive income in an entity's financial
statements. Comprehensive income represents all changes in equity of an entity
during the reporting period, including net income and charges directly to equity
which are excluded from net income. This statement is not anticipated to have
any impact on the Company as the Company currently does not enter into any
transactions that result in charges (or credits) directly to equity (such as
additional minimum pension liability changes, currency translation adjustments,
unrealized gains and losses on available-for-sale securities, etc.).
SFAS 131, effective for fiscal years beginning after December 15, 1997,
establishes standards for the way that public business enterprises report
information about operating segments in annual financial statements and requires
that those enterprises report selected information about operating segments in
interim financial reports issued to stockholders. It also establishes standards
for related disclosures about products and services, geographic areas, and major
customers. The Company does not believe this statement will have any impact on
its consolidated financial statements.
4. ACCOUNTS RECEIVABLE:
Trade receivables consist of receivables from financial institutions, which
provide funding for customer boat financing and amounts due from financial
institutions earned from arranging financing with the Company's customers. These
receivables are normally collected within 30 days of the sale. Trade receivables
also include amounts due from customers on the sale of boats and parts and
service. Amounts due from manufacturers represent receivables for various
manufacturer programs and parts and service work performed pursuant to the
manufacturers' warranties. The accounts receivable balances consisted of the
following as of September 30, 1997 and 1998:
<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 30,
1997 1998
------------- -------------
<S> <C> <C>
Trade receivables......................................... $4,537,923 $ 7,991,846
Amounts due from manufacturers............................ 3,468,897 10,270,715
Other receivables......................................... 197,514 249,317
---------- -----------
$8,204,334 $18,511,878
========== ===========
</TABLE>
F-12
<PAGE> 60
MARINEMAX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
5. INVENTORIES:
Inventories consisted of the following as of September 30, 1997 and 1998:
<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 30,
1997 1998
------------- -------------
<S> <C> <C>
New boats, motors and trailers............................ $50,944,696 $65,462,656
Used boats, motors and trailers........................... 6,962,908 10,080,991
Parts, accessories and other.............................. 4,037,834 5,212,695
----------- -----------
$61,945,438 $80,756,342
=========== ===========
</TABLE>
6. PROPERTY AND EQUIPMENT:
Property and equipment consisted of the following as of September 30, 1997
and 1998:
<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 30,
1997 1998
------------- -------------
<S> <C> <C>
Land...................................................... $ 859,005 $ 7,774,418
Buildings and improvements................................ 3,639,135 13,577,625
Machinery and equipment................................... 3,398,142 5,966,441
Furniture and fixtures.................................... 2,087,579 2,614,183
Vehicles.................................................. 1,596,558 1,687,979
----------- -----------
11,580,419 31,620,646
Less -- Accumulated depreciation and amortization......... (5,678,419) (6,844,207)
----------- -----------
$ 5,902,000 $24,776,439
=========== ===========
</TABLE>
7. SHORT-TERM BORROWINGS:
On April 7, 1998, the Company executed an agreement for a new working
capital line of credit (the Line of Credit) with a financial institution under
which the Company refinanced the majority of its outstanding floor plan notes
payable. The maximum available borrowings under the Line of Credit are $105
million. The Line of Credit bears interest at LIBOR plus 125 basis points and
has a three-year term.
Short-term borrowings consisted of the following as of September 30, 1997,
and 1998:
<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 30,
1997 1998
------------- -------------
<S> <C> <C>
Line of Credit payable to financial institution, due in
April 2001, bearing interest due monthly at the 90 day
LIBOR rate plus 125 basis points (6.56% at September 30,
1998), collateralized by certain accounts receivables
and inventories......................................... $ -- $45,044,322
Floor plan notes payable due to financial institutions,
due when related boats are sold, bearing interest at
rates ranging from 11% to 11.5% at September 30, 1998,
collateralized by certain inventories................... 38,231,619 769,097
----------- -----------
$38,231,619 $45,813,419
=========== ===========
</TABLE>
The Company receives interest assistance directly from boat manufacturers,
including Brunswick. The interest assistance varies by manufacturer and may
include periods of free financing or reduced interest rate programs. The
interest assistance may be paid directly to the Company or the Company's lender
depending on the arrangements the manufacturer has established. Discontinuance
of these programs could result in an increase in interest expense.
F-13
<PAGE> 61
MARINEMAX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The maximum borrowings permitted and total available borrowings under the
short-term borrowings at September 30, 1998 were approximately $107 million and
$ 54.6 million, respectively. The weighted average interest rate on borrowings
outstanding under the short-term borrowings as of September 30, 1997 and 1998
was approximately 7.50% and 6.64%, respectively.
8. LONG-TERM DEBT:
Long-term debt consisted of the following as of September 30, 1997 and
1998:
<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 30,
1997 1998
------------- -------------
<S> <C> <C>
Various mortgage notes payable, due in monthly
installments ranging from $1,988 to $15,609, bearing
interest at rates ranging from 8.75% to 9.25%, maturing
May 2000 through May 2003, collateralized by property
and equipment........................................... $ 812,628 $3,055,608
Various notes payable, due in monthly installments ranging
from $390 to $3,900, bearing interest at rates ranging
from 4.9% to 10.25%, maturing April 1999 through May
2017, collateralized by certain company vehicles and
property and equipment.................................. 646,244 636,405
Unsecured note payable to former stockholder, paid in full
during the year ended September 30, 1998................ 5,955,419 --
----------- ----------
7,414,291 3,692,013
Less -- Current maturities................................ (1,047,272) (442,519)
----------- ----------
$ 6,367,019 $3,249,494
=========== ==========
</TABLE>
The aggregate maturities of long-term debt were as follows at September 30,
1998:
<TABLE>
<CAPTION>
PERIOD ENDING
SEPTEMBER 30, AMOUNT
- ------------- ----------
<S> <C>
1999............................................. $ 442,519
2000............................................. 550,438
2001............................................. 348,133
2002............................................. 1,838,176
2003............................................. 136,972
Thereafter....................................... 375,775
----------
$3,692,013
==========
</TABLE>
9. SETTLEMENT PAYABLE:
The Company and Brunswick Corporation disputed the applicability of the
change in control provisions in the dealership agreements of the Original Merged
Companies. In order to avoid a long, costly and disruptive dispute, the Company
and Brunswick Corporation entered into a settlement agreement on March 12, 1998,
under which Brunswick Corporation agreed not to challenge the change in control
provisions of the dealership agreements, and the Company agreed to pay Brunswick
Corporation $15 million by December 31, 1998. The $15 million payable to
Brunswick Corporation bears interest from March 12, 1998 and is payable
quarterly at the 30 day LIBOR rate plus 1.25% (6.63% at September 30, 1998).
F-14
<PAGE> 62
MARINEMAX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
10. INCOME TAXES:
Federal income taxes for those subsidiaries taxed as C corporations were as
follows for the year ended December 31, 1996, the nine-month period ended
September 30, 1997 and the year ended September 30, 1998:
<TABLE>
<CAPTION>
FOR THE NINE-
FOR THE YEAR MONTH PERIOD FOR THE YEAR
ENDED ENDED ENDED
DECEMBER 31, SEPTEMBER 30, SEPTEMBER 30,
1996 1997 1998
------------ ------------- -------------
<S> <C> <C> <C>
Current..................................... $635,785 $458,454 $ 988,142
Deferred.................................... (593,756) 137,369 716,641
-------- -------- ----------
$ 42,029 $595,823 $1,704,783
======== ======== ==========
</TABLE>
Below is a reconciliation of the statutory federal income tax rate to the
Company's effective tax rate for the year ended December 31, 1996, the
nine-month period ended September 30, 1997, and for the year ended September 30,
1998:
<TABLE>
<CAPTION>
FOR THE NINE-
FOR THE YEAR MONTH PERIOD FOR THE YEAR
ENDED ENDED ENDED
DECEMBER 31, SEPTEMBER 30, SEPTEMBER 30,
1996 1997 1998
------------ ------------- -------------
<S> <C> <C> <C>
Federal tax provision....................... 34% 35% 34%
State tax provision, net of federal
benefit................................... 6% 6% 6%
Net deferred tax liability recorded on the
conversion from S corporation to C
corporation tax status.................... -- -- 111%
S corporation income not subject to federal
and state income taxes.................... (45)% (44)% (6)%
Other....................................... 6% 6% 6%
-------- -------- ----------
Effective tax rate........................ 1% 3% 151%
======== ======== ==========
</TABLE>
Deferred income taxes reflect the impact of temporary differences between
the amount of assets and liabilities recognized for financial reporting purposes
and such amounts recognized for income tax purposes. The components of deferred
taxes are as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 30,
1997 1998
------------- -------------
<S> <C> <C>
Current deferred tax assets (liability):
Inventories............................................. $ -- $ 236,000
Accrued expenses........................................ 368,394 330,056
Net operating loss (NOL) carryforwards.................. 160,818 196,000
Conversion from LIFO to FIFO............................ -- (934,208)
Other................................................... -- 6,641
-------- ---------
Net current deferred tax asset (liability)........... $529,212 $(165,511)
======== =========
Long-term deferred tax asset:
Depreciation and amortization........................... $ -- $ 103,426
-------- ---------
Net long-term deferred tax asset..................... $ -- $ 103,426
======== =========
</TABLE>
F-15
<PAGE> 63
MARINEMAX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
As of September 30, 1998, the Company had NOL carryforwards of
approximately $490,000. The NOL carryforwards will be available to offset future
taxable income and will expire in various amounts from fiscal year 2009 through
fiscal year 2012.
Concurrent with the business combinations discussed in Note 1, the Company
recorded a deferred tax liability of approximately $1,250,000 for income taxes
that are payable by the Company upon conversion of certain of the subsidiaries
from S corporation to C corporation income tax status.
As of September 30, 1998, the Company estimated that it is more likely than
not that it will recognize the benefit of its deferred tax assets and,
accordingly, no valuation allowance has been recorded.
11. DUE TO RELATED PARTIES:
Due to related parties included non-collateralized demand notes, payable to
stockholders or their affiliated companies. These amounts were paid in full
during the year ended September 30, 1998.
12. STOCK SPLIT:
On April 5, 1998, the Board of Directors approved a stock split whereby
each outstanding share of Company's common stock was converted into
approximately 1.082 shares of common stock. This stock split has been
retroactively reflected in the accompanying consolidated financial statements.
13. STOCK AND OPTION PLANS:
On April 5, 1998 and April 30, 1998, respectively the Board of Directors
adopted and the stockholders approved the following stock option plans:
1998 Incentive Stock Plan (the Incentive Stock Plan) -- The Incentive Stock
Plan provides for the grant of incentive and non-qualified stock options to
acquire common stock of the Company, the direct grant of common stock, the grant
of stock appreciation rights and the grant of other cash awards to key
personnel, directors, consultants, independent contractors and others providing
valuable services to the Company. A maximum of the lesser of 4,000,000 shares or
15% of the then outstanding shares of common stock of the Company may be issued
under the Incentive Stock Plan. The Incentive Stock Plan terminates in April
2008, and options may be granted at any time during the life of the Incentive
Stock Plan. The date on which options vest and the exercise prices of options
are determined by the Board of Directors or the Plan Administrator.
The Incentive Stock Plan also includes an Automatic Grant Program providing
for the automatic grant of options (Automatic Options) to non-employee directors
of the Company. Under the Automatic Grant Program, each non-employee whose
election to the Board of Directors was proposed as of the date of the Company's
initial public offering received an Automatic Option to acquire 10,000 shares of
common stock on that date (an Initial Grant). Each subsequent newly elected
non-employee member of the Board of Directors will receive as an Initial Grant
an Automatic Option to acquire 5,000 shares of common stock on the date of his
or her first appointment or election to the Board of Directors. In addition, an
Automatic Option to acquire 2,500 shares of common stock will be granted to each
non-employee director at the meeting of the Board of Directors held immediately
after each annual meeting of stockholders (an Annual Grant). Each Initial Grant
will vest and become exercisable in a series of three equal and successive
installments with the first installment vested on the date of grant (or the date
of election to the Board of Directors, if later) and the next two installments
12 months and 24 months after the date of grant. Each Annual Grant will vest and
become exercisable 12 months after the date of grant. Each Automatic Option will
vest and become exercisable only if the optionholder has not ceased serving as a
director as of such vesting date. The exercise price per share of common stock
subject to an Initial Grant on the date of the Company's initial public offering
was equal to the initial public offering price per share and the exercise price
per share of common stock subject to other Automatic Options will be equal to
100% of the fair market value (as defined in the Incentive Stock Plan) of
F-16
<PAGE> 64
MARINEMAX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
the Company's common stock on the date such option is granted. Each Automatic
Option will expire on the tenth anniversary of the date on which such Automatic
Option was granted.
Employee Stock Purchase Plan (the Stock Purchase Plan) -- The Stock
Purchase Plan provides for up to 500,000 shares of common stock to be issued,
and is available to all regular employees of the Company who have completed at
least one year of continuous service.
The Stock Purchase Plan provides for implementation of up to 10 annual
offerings beginning on the first day of October in the years 1998 through 2007,
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.
The Company accounts for its stock-based compensation plans under
Accounting Principles Board Opinion No. 25 ("APB 25"), under which no
compensation cost has been recognized. In October 1995, the FASB issued SFAS No.
123, "Accounting for Stock-Based Compensation" ("SFAS 123"), which was effective
for fiscal years beginning after December 15, 1995. SFAS 123 allows companies to
continue following the accounting guidance of APB 25, but requires pro forma
disclosure of net income and earnings per share for the effects on compensation
expense had the accounting guidance of SFAS 123 been adopted. The Company
adopted SFAS 123 for disclosure purposes during the year ended September 30,
1998. For SFAS 123 purposes, the fair value of each option grant has been
estimated as of the date of grant using the Black-Scholes option pricing model
with the following weighted average assumptions: risk-free interest rates
ranging from 5.62 to 5.78 percent, depending on the date of grant, expected life
of 10 years, dividend rate of zero percent, and expected volatility of 34
percent. Using these assumptions, the fair value of the stock options granted in
the year ended September 30, 1998, is approximately $7.7 million, which would be
amortized as compensation expense over the vesting period of the options. Had
compensation cost been determined consistent with SFAS 123, utilizing the
assumptions detailed above, the Company's net loss and net loss per share, as
reported would have been the following pro forma amounts:
<TABLE>
<CAPTION>
SEPTEMBER 30,
1998
-------------
<S> <C>
NET LOSS:
As reported............................................... $ (577,462)
===========
Pro forma................................................. $(1,683,258)
===========
DILUTED EARNINGS PER SHARE:
As reported............................................... $ (0.05)
===========
Pro forma................................................. $ (0.15)
===========
</TABLE>
A summary of the status of the Company's stock option plans as of September
30, 1998, and for the year then ended is presented in the table and narrative
below:
<TABLE>
<CAPTION>
WEIGHTED-AVERAGE
OPTIONS EXERCISE PRICE
--------- -----------------
<S> <C> <C>
Outstanding -- beginning of year......................... -- $ --
Granted.................................................. 1,626,128 12.37
---------
Outstanding end of year.................................. 1,626,128 12.37
=========
</TABLE>
F-17
<PAGE> 65
MARINEMAX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
- ------------------------------------------------------------------------------
WEIGHTED-
NUMBER AVERAGE
OUTSTANDING AS OF REMAINING WEIGHTED-
RANGE OF EXERCISE SEPTEMBER 30, CONTRACTUAL LIFE IN AVERAGE EXERCISE
PRICES 1998 YEARS PRICE
- ----------------- ----------------- ------------------- ----------------
<S> <C> <C> <C>
$10.00-10.75 137,765 9.77 $10.37
$12.25-12.50 1,408,363 9.67 $12.48
$ 13.75 80,000 9.66 $13.75
</TABLE>
As of September 30, 1998, there were 30,321 options that were exercisable
at a weighted average exercise price of $12.50. Generally, the options granted
have a term of ten years from the grant date and vest 20 percent per annum
beginning at the end of year three. No options were granted during the year
ended December 31, 1996 or the nine-month period ended September 30, 1997.
14. NET INCOME (LOSS) PER SHARE:
The Company adopted SFAS 128, "Earnings per Share" during the year ended
September 30, 1998. Accordingly, basic and diluted earnings per share ("EPS")
are shown on the face of the accompanying consolidated statements of operations.
The following is a reconciliation of the numerator and denominator used in the
basic and diluted EPS calculations:
<TABLE>
<CAPTION>
FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 1998
-----------------------------------------
LOSS SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------- ---------
<S> <C> <C> <C>
Basic EPS:
Income available to common stockholders........ $(577,462) 11,025,410 $(0.05)
Effect of dilutive securities:
Options...................................... -- 2,539 --
--------- ---------- ------
Diluted EPS:
Income available to common stockholders........ $(577,462) 11,027,949 $(0.05)
========= ========== ======
</TABLE>
There were no dilutive securities granted or outstanding during the year
ended December 31, 1996 or the nine-months ended September 30, 1997.
Options to purchase 1,556,128 shares of common stock at prices ranging from
$10.75 to $13.75 per share were outstanding as of September 30, 1998, but were
not included in the computation of diluted EPS because the options' exercise
prices were greater than the average market price of the Company's common stock
since the options' grant dates.
15. COMMITMENTS AND CONTINGENCIES:
LEASE COMMITMENTS
The Company leases certain land, buildings, machinery, equipment and
vehicles related to its dealerships under non-cancelable operating leases.
Rental payments, including month-to-month rentals, were approximately
$1,473,000, $1,387,000 and $2,653,000 for the year ended December 31, 1996, the
nine-month period ended September 30, 1997 and the year ended September 30,
1998, respectively. Rental payments to related parties under both cancelable and
non-cancelable operating leases approximated $1,326,000, $1,085,000 and $226,000
for the year ended December 31, 1996, for the nine-month period ended September
30, 1997, and for the year ended September 30, 1998, respectively.
F-18
<PAGE> 66
MARINEMAX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Future minimum lease payments under non-cancelable operating leases at
September 30, 1998, were as follows:
<TABLE>
<CAPTION>
PERIOD ENDING
SEPTEMBER 30, AMOUNT
- ------------- ----------
<S> <C>
1999............................................. $1,829,142
2000............................................. 1,838,740
2001............................................. 1,635,403
2002............................................. 1,498,311
2003............................................. 1,225,773
----------
Thereafter....................................... $3,743,593
==========
</TABLE>
OTHER COMMITMENTS
The Company is party to various legal actions arising in the ordinary
course of business. The ultimate liability, if any, associated with these
matters was not determinable at September 30, 1998. While it is not feasible to
determine the outcome of these actions at this time, the Company does not
believe that these matters will have a material adverse effect on the Company's
consolidated financial condition, results of operations or cash flows.
The Company is subject to federal and state environmental regulations,
including rules relating to air and water pollution and the storage and disposal
of gasoline, oil, other chemicals and waste. The Company believes that it is in
compliance with such regulations.
16. EMPLOYEE 401(K) PROFIT SHARING PLANS:
Certain subsidiaries maintain defined contribution benefit plans (the
Plans). The Plans provide for matching contributions from the subsidiaries that
are limited to certain percentages of employee contributions. Additional
discretionary amounts may be contributed by the subsidiaries. The subsidiaries
contributed approximately $353,000, $234,000 and $390,000 to the Plans for the
year ended December 31, 1996, the nine-month period ended September 30, 1997 and
the year ended September 30, 1998, respectively.
Effective October 1, 1998, the Company adopted the MarineMax Inc. 401k
Profit Sharing Plan (the New Plan). Under the New Plan all employees as of
September 1, 1998 are eligible to participate. Employees hired subsequent to
September 1, 1998 must complete one year of service before they are eligible to
participate. Under the New Plan, the Company matches participants'
contributions, subject to a maximum of 2% of each participant's compensation.
17. MARINEMAX MOTOR YACHTS, INC.:
Subsequent to year-end, the Company formed a new subsidiary, MarineMax
Motor Yachts, Inc. (Motor Yachts). In October 1998, Motor Yachts entered in to a
Dealership Agreement with Hatteras Yachts, a Division of Genmar Industries, Inc.
The Agreement gives the company the rights to sell Hatteras Yachts throughout
the state of Florida, excluding the Florida Panhandle and became the U.S.
distributor for Hatteras products over 74 feet. In addition, Motor Yachts
acquired the net assets of Woods & Oviatt, Inc., a prominent yacht brokerage
operation, in exchange for approximately $1.0 million. The final purchase price
is subject to adjustment based on various factors, including the calendar 1998
earnings of Woods & Oviatt, Inc. The acquisition has been accounted for under
the purchase method of accounting, which resulted in the recognition of
approximately $1.0 million in goodwill, representing the excess of the purchase
price over the estimated fair value of the net assets acquired.
F-19
<PAGE> 67
MARINEMAX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
18. SUBSEQUENT EVENT:
On December 21, 1998, a lawsuit was filed against the Company and certain
officers and directors alleging various matters in connection with the Company's
acquisition of Harrison's Boat Center, Inc. and Harrison's Marine Center of
Arizona, Inc. The Company believes the lawsuit is without merit and that the
ultimate outcome will have no material impact on the Company's financial
position taken as a whole.
F-20
<PAGE> 68
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<S> <C>
3.1 Restated Certificate of Incorporation of the Registrant(1)
3.2 Bylaws of the Registrant(1)
4 Specimen of Stock Certificate(1)
10.1(a) Merger Agreement between Registrant and its acquisition
subsidiary and Bassett Boat Company of Florida and Richard
Bassett(1)
10.1(b) Merger Agreement between Registrant and its acquisition
subsidiary and 11502 Dumas, Inc. d/b/a Louis DelHomme Marine
and its stockholders(1)
10.1(c) Merger Agreement between Registrant and its acquisition
subsidiary and Gulfwind USA, Inc. and its stockholders(1)
10.1(d) Merger Agreement between Registrant and its acquisition
subsidiary and Gulfwind South, Inc. and its stockholders(1)
10.1(e) Merger Agreement between Registrant and its acquisition
subsidiary and Harrison's Boat Center, Inc. and its
stockholders(1)
10.1(f) Merger Agreement between Registrant and its acquisition
subsidiary and Harrison's Marine Centers of Arizona, Inc.
and its stockholders(1)
10.1(g) Merger Agreement between Registrant and its acquisition
subsidiary and Stovall Marine, Inc. and its stockholders(1)
10.1(h) Agreement of Merger and Plan of Reorganization dated as of
the 7th day of July, 1998 by and among MarineMax, Inc., C &
N Acquisition Corp. (a subsidiary of MarineMax, Inc.), C & N
Marine Corporation and the Stockholders named therein(2)
10.1(i) Agreement of Merger and Plan of Reorganization dated as of
the 7th day of July, 1998 by and among MarineMax, Inc.,
Cochrans Acquisition Corp. (a subsidiary of MarineMax,
Inc.), Cochrans Marine, Inc. and the Stockholders named
therein(2)
10.1(j) Asset Purchase Agreement between Registrant and Treasure
Cove Marina, Inc.(3)
10.2(a) Contribution Agreement between Registrant and Bassett Boat
Company and its owner(1)
10.2(b) Contribution Agreement between Registrant and Bassett
Realty, L.L.C. and its owner(1)
10.2(c) Contribution Agreement between Registrant and Gulfwind South
Realty, L.L.C. and its owners(1)
10.2(d) Contribution Agreement between Registrant and Harrison's
Realty, L.L.C. and its owners(1)
10.2(e) Contribution Agreement between Registrant and Harrison's
Realty California, L.L.C. and its owners(1)
10.3(a) Employment Agreement between Registrant and William H.
McGill Jr.(1)
10.3(b) Employment Agreement between Registrant and Michael H.
McLamb(1)
10.3(c) Employment Agreement between Registrant and Richard R.
Bassett(1)
10.3(d) Employment Agreement between Registrant and Paul Graham
Stovall(1)
10.3(e) Employment Agreement between Registrant and David L. Cochran
10.3(f) Employment Agreement between Registrant and David H.
Pretasky
10.4 1998 Incentive Stock Plan(1)
10.5 1998 Employee Stock Purchase Plan(1)
10.6 Settlement Agreement between Brunswick Corporation and
Registrant(1)
10.7 Letter of Intent between Registrant and Stovall(1)
10.8 Restated Agreement Relating to the Purchase of MarineMax
Common Stock between Registrant and Brunswick Corporation,
dated as of April 28, 1998(1)
10.9 Stockholders' Agreement among Registrant, Brunswick
Corporation, and Senior Founders of Registrant, dated April
28, 1998(1)
10.10 Governance Agreement between Registrant and Brunswick
Corporation, dated April 28, 1998(1)
10.11 Agreement Relating to Acquisitions between Registrant and
Brunswick Corporation, dated April 28, 1998(1)
10.12 Form of Sea Ray Sales and Service Agreement(1)
</TABLE>
<PAGE> 69
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<S> <C>
10.13 Loan and Security Agreement between Registrant and
NationsCredit Distribution Finance, Inc.(1)
10.14 Guaranty and Security Agreement of NationsCredit
Distribution Finance, Inc.(1)
10.15 Guaranty and Security Agreement of NationsCredit
Distribution Finance, Inc. by Stovall Marine, Inc.(1)
21 List of Subsidiaries
23.1 Consent of Arthur Andersen LLP
27 Financial Data Schedule
</TABLE>
- ---------------
(1) Incorporated by reference to Registration Statement on the Registrant's Form
S-1 (Registration 333-47873)
(2) Incorporated by reference to Registrant's Current Report on Form 8-K dated
July 7, 1998, as filed on July 20, 1998
(3) Incorporated by reference to Registrant's Form 8-K Report dated September
30, 1998, as filed on October 20, 1998
<PAGE> 1
Exhibit 10.3(e)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), by and among COCHRANS
MARINE, INC., a Minnesota corporation (the "Company"), and a wholly-owned
subsidiary of MarineMax, Inc., a Delaware corporation ("MarineMax"), MarineMax,
and David L. Cochran ("Executive") is entered into and effective as of the 7th
day of July, 1998.
RECITALS
A. As of the date of this Agreement, the Company is engaged primarily in
the business of selling, renting and leasing, boating, nautical and other
related lifestyle entertainment products and services, and related activities
(collectively, the "Watercraft Business"), and Executive has experience in such
business.
B. Executive desires to be employed hereunder by the Company in a
confidential relationship wherein Executive, in the course of his employment
with the Company, has and will continue to become familiar with and aware of
information as to the customers of the Company and those of other companies
affiliated with MarineMax, their specific manner of doing business, including,
without limitation, the processes, techniques and trade secrets utilized by the
Company and MarineMax, and their future plans with respect thereto, all of which
has been and will be established and maintained at great expense to the Company
and MarineMax; such information being recognized by Executive to be proprietary
to the Company and MarineMax, and a trade secret and constituting valuable
goodwill of the Company and MarineMax.
C. The Company desires to employ Executive, and Executive desires to
accept such employment, pursuant to the terms and conditions set forth in this
Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, terms, covenants
and conditions set forth herein and the performance of each, it is hereby agreed
as follows:
1. EMPLOYMENT AND DUTIES.
(a) The Company hereby employs Executive, and Executive hereby agrees
to act, as President of the Company, and as Senior Vice President of Company's
parent, MarineMax. As such, Executive shall have responsibilities, duties and
authority reasonably accorded to, expected of, and consistent with Executive's
position as, President of the Company and will report directly to the Board of
Directors of the Company (the "Board"). Executive hereby accepts this employment
upon the terms and conditions herein contained and, subject to paragraph 1(c)
hereof, agrees to devote his best efforts and substantially all of his business
time and attention to promote and further the business of the Company and
MarineMax.
(b) Executive shall faithfully adhere to, execute and fulfill all
lawful policies established by the Company.
<PAGE> 2
(c) Executive shall not, during the term of his employment hereunder,
be engaged in any other business activity pursued for gain, profit or other
pecuniary advantage if such activity interferes in any material respect with
Executive's duties and responsibilities hereunder. The foregoing limitations
shall not be construed as prohibiting Executive from making personal investments
in such form or manner as will neither require his services in the operation or
affairs of the companies or enterprises in which such investments are made nor
violate the terms of paragraph 3 hereof.
(d) Executive shall not be required by the Company or in the
performance of his duties to relocate his primary residence.
2. COMPENSATION. For all services rendered by Executive, the Company
shall compensate Executive as follows:
(a) BASE SALARY. Effective the date hereof, the base salary payable
to Executive shall be One Hundred Fifty Thousand Dollars ($150,000.00) per year,
payable on a regular basis in accordance with the Company's standard payroll
procedures but not less than monthly. On at least an annual basis, the Board
will review Executive's performance and may make increases to such base salary
if, in its sole discretion, any such increase is warranted. In no event shall
Executive's base salary be reduced to a level below One Hundred Fifty Thousand
Dollars ($150,000.00).
(b) BONUS. Executive shall be eligible to receive an annual bonus in
such an amount, if any, to be determined by a committee of the Board based upon
such factors as may deemed relevant by the Board, in its sole discretion,
including, without limitation, the performance of Executive.
(c) EXECUTIVE PERQUISITES, BENEFITS AND OTHER COMPENSATION. Executive
shall be entitled to receive additional benefits and compensation from the
Company in such form and to such extent as specified below:
(i) Payment of all premiums for coverage for Executive and his
dependent family members under health, hospitalization, disability, dental, life
and other insurance plans that the Company may have in effect from time to time,
benefits provided to Executive under this clause (i) to be on terms no less
favorable than the benefits provided to other MarineMax executives at comparable
levels of employment.
(ii) Reimbursement for business travel and other out-of-pocket
expenses reasonably incurred by Executive in the performance of his services
pursuant to this Agreement. All reimbursable expenses shall be appropriately
documented in reasonable detail by Executive upon submission of any request for
reimbursement, and in a format and manner consistent with the Company's expense
reporting policy.
(iii) Paid vacation in accordance with the applicable policy of
the Company as in effect from time to time, but in no event shall Executive be
entitled to less than four (4) weeks paid vacation per year.
2
<PAGE> 3
(iv) The Company shall provide Executive with other executive
perquisites as may be available to or deemed appropriate for Executive by the
Board and participation in all other Company-wide employee benefits as are
available from time to time.
3. NON-COMPETITION AGREEMENT.
(a) Executive will not, during the period of his employment by or
with the Company, and for a period of two (2) years immediately following the
termination of his employment under this Agreement, for any reason whatsoever,
other than a termination by the Company without Good Cause, or by Executive for
Good Reason (as hereinafter defined), directly or indirectly, for himself or on
behalf of or in conjunction with any other person, company, partnership,
corporation or business of whatever nature:
(i) engage, as an officer, director, shareholder, owner,
partner, joint venturer, or in a managerial capacity, whether as an employee,
independent contractor, consultant or advisor, or as a sales representative, in
any Watercraft Business in direct competition with the Company, MarineMax or any
of the subsidiaries of MarineMax, within one hundred (100) miles of where the
Company, MarineMax or any of MarineMax's subsidiaries conduct business,
including any territory serviced by the Company or MarineMax or any of such
subsidiaries (the "Territory");
(ii) call upon any person who is, at that time, within the
Territory, an employee of the Company, MarineMax or any of the subsidiaries of
MarineMax, in a managerial capacity for the purpose or with the intent of
enticing such employee away from or out of the employ of the Company, MarineMax
or the applicable subsidiary thereof;
(iii) call upon any person or entity which is, at that time, or
which has been, within one (1) year prior to that time, a customer of the
Company, MarineMax or any of the subsidiaries of MarineMax, within the Territory
for the purpose of soliciting or selling products or services in direct
competition with the Company, MarineMax or its subsidiaries within the
Territory;
(iv) call upon any prospective acquisition candidate, on
Executive's own behalf or on behalf of any competitor, which candidate was, to
Executive's actual knowledge after due inquiry, either called upon by the
Company or MarineMax, or for which the Company or MarineMax made an acquisition
analysis, for the purpose of acquiring such entity.
Notwithstanding the above, the foregoing covenant shall not be deemed to
prohibit Executive from acquiring for investment purposes only not more than
three percent (3%) of the capital stock of a competing business, whose stock is
traded on a national securities exchange or on an over-the-counter or similar
market.
(b) Because of the difficulty of measuring economic losses to the
Company and MarineMax as a result of a breach of the foregoing covenant, and
because of the immediate and irreparable damage that could be caused to the
Company and MarineMax for which they would have no other adequate remedy,
Executive agrees that the foregoing covenant may be enforced by MarineMax or the
Company in the event of breach by him, by injunctions and restraining orders.
3
<PAGE> 4
(c) It is agreed by the parties that the foregoing covenants in this
paragraph 3 impose a reasonable restraint on Executive in light of the
activities and business of the Company or MarineMax, as the case may be
(including MarineMax's other subsidiaries) on the date of the execution of this
Agreement and the current plans of MarineMax (including MarineMax's other
subsidiaries); but it is also the intent of the Company and Executive that such
covenants be construed and enforced in accordance with the changing activities,
business and locations of the Company and MarineMax, as the case may be
(including MarineMax's other subsidiaries) throughout the term of this covenant,
whether before or after the date of termination of the employment of Executive.
For example, if, during the term of this Agreement, the Company or MarineMax, as
the case may be (including MarineMax's other subsidiaries) engages in new and
different activities, enters a new business or establishes new locations for its
current activities or business in addition to or other than the activities or
business enumerated under the Recitals above or the locations currently
established therefor, then Executive will be precluded from soliciting the
customers or employees of such new activities or business or from such new
location and from directly competing with such new business within one hundred
(100) miles of its then-established operating location(s) through the term of
this covenant.
It is further agreed by the parties hereto that, in the event that
Executive shall cease to be employed hereunder, and shall enter into a business
or pursue other activities not in competition with the Company or MarineMax
(including MarineMax's other subsidiaries), or similar activities or business in
locations the operation of which, under such circumstances, does not violate
clause (i) of this paragraph 3, and in any event such new business, activities
or location are not in violation of this paragraph 3 or of Executive's
obligations under this paragraph 3, if any, Executive shall not be chargeable
with a violation of this paragraph 3 if the Company or MarineMax (including
MarineMax's other subsidiaries) shall thereafter enter the same, similar or a
competitive (i) business, (ii) course of activities or (iii) location, as
applicable.
(d) The covenants in this paragraph 3 are severable and separate, and
the unenforceability of any specific covenant shall not affect the provisions of
any other covenant. Moreover, in the event any court of competent jurisdiction
shall determine that the scope, time or territorial restrictions set forth are
unreasonable, then it is the intention of the parties that such restrictions be
enforced to the fullest extent which the court deems reasonable, and the
Agreement shall thereby be reformed.
(e) All of the covenants in this paragraph 3 shall be construed as an
agreement independent of any other provision in this Agreement, and the
existence of any claim or cause of action of Executive against the Company or
MarineMax, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by MarineMax or the Company of such
covenants. It is specifically agreed that the period of two (2) years following
termination of employment stated at the beginning of this paragraph 3, during
which the agreements and covenants of Executive made in this paragraph 3 shall
be effective, shall be computed by excluding from such computation any time
during which Executive is in violation of any provision of this paragraph 3.
4. TERM; TERMINATION; RIGHTS ON TERMINATION. The term of this Agreement
shall begin on the date hereof and continue for five (5) years, and, unless
terminated sooner as herein provided, shall continue thereafter on a
year-to-year basis (the "Term") on the same terms and
4
<PAGE> 5
conditions contained herein in effect as of the time of renewal. This Agreement
and Executive's employment may be terminated in any one of the followings ways:
(a) DEATH. The death of Executive shall immediately terminate this
Agreement with no severance compensation due to Executive's estate.
(b) DISABILITY. If, as a result of incapacity due to physical or
mental illness or injury, Executive shall have been absent from his full-time
duties hereunder for six (6) consecutive months, then thirty (30) days after
receiving written notice (which notice may occur before or after the end of such
six (6) month period, but which shall not be effective earlier than the last day
of such six (6) month period), the Company may terminate Executive's employment
hereunder provided Executive is unable to resume his full-time duties at the
conclusion of such notice period. Also, Executive may terminate his employment
hereunder if his health should become impaired to an extent that makes the
continued performance of his duties hereunder hazardous to his physical or
mental health or his life, provided that Executive shall have furnished the
Company with a written statement from a qualified doctor to such effect and
provided, further, that, at the Company's request made within thirty (30) days
of the date of such written statement, Executive shall submit to an examination
by a doctor selected by the Company who is reasonably acceptable to Executive or
Executive's doctor and such doctor shall have concurred in the conclusion of
Executive's doctor. In the event this Agreement is terminated as a result of
Executive's disability, Executive shall receive from the Company, in a lump-sum
payment due within ten (10) days of the effective date of termination, the base
salary at the rate then in effect for the lesser of the time period then
remaining under the Term of this Agreement or for one (1) year.
(c) GOOD CAUSE. The Company may terminate this Agreement ten (10)
days after written notice to Executive for "Good Cause," which shall mean any
one or more of the following: (1) Executive's willful, material and irreparable
breach of this Agreement; (2) Executive's gross negligence in the performance or
intentional nonperformance (continuing for ten (10) days after receipt of
written notice of need to cure) of any of Executive's material duties and
responsibilities hereunder; (3) Executive's willful dishonesty, fraud or
misconduct with respect to the business or affairs of the Company or MarineMax
which materially and adversely affects the operations or reputation of the
Company or MarineMax; (4) Executive's conviction of a felony crime; or (5)
confirmed positive illegal drug test result. In the event of a termination for
Good Cause, as enumerated above, Executive shall have no right to any severance
compensation.
(d) WITHOUT GOOD CAUSE; GOOD REASON. At any time after the
commencement of employment, Executive may, without cause, and without Good
Reason terminate this Agreement and Executive's employment, effective thirty
(30) days after written notice is provided to the Company. Executive may only be
terminated without Good Cause by the Company during the Term hereof if such
termination is approved by a majority of the members of the Board of Directors
of MarineMax, excluding Executive if Executive is a member of such Board of
Directors. Should Executive be terminated by the Company without Good Cause or
should Executive terminate with Good Reason during the Term, Executive shall
receive from the Company, on such dates as would otherwise be paid by the
Company, the base salary at the rate then in effect for whatever time period is
remaining under the Term of this Agreement or for one (1) year, whichever amount
is greater. Further, if Executive is terminated without Good
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<PAGE> 6
Cause or terminates his employment hereunder with Good Reason, (a) the Company
shall make the insurance premium payments contemplated by COBRA for a period of
eighteen (18) months after such termination, (b) the Executive shall be entitled
to receive a prorated portion of any annual bonus and other incentive
compensation to which the Executive would have been entitled for the year during
which the termination occurred had the Executive not been terminated, (c) all
options to purchase MarineMax Common Stock shall vest thereupon, and (d) the
Executive shall be entitled to receive all other unpaid benefits due and owing
through Executive's last day of employment. Further, any termination without
Good Cause by the Company shall operate to shorten the period set forth in
paragraph 3(a) hereof and during which the terms of paragraph 3 hereof apply to
one (1) year from the date of termination of employment. If Executive resigns or
otherwise terminates his employment without Good Reason, rather than the Company
terminating his employment pursuant to this paragraph 5(d), Executive shall
receive no severance compensation.
Executive shall have "Good Reason" to terminate this Agreement and his
employment hereunder upon the occurrence of any of the following events: (a)
Executive is demoted by means of a reduction in authority, responsibilities or
duties to a position of less stature or importance within the Company than the
position described in paragraph 1 hereof; or (b) Executive's annual base salary
as determined pursuant to paragraph 2 hereof is reduced to a level that is less
than eighty percent (80%) of the base salary paid to Executive during any prior
contract year under this Agreement, unless Executive has agreed in writing to
that demotion or reduction.
(e) CHANGE IN CONTROL OF MARINEMAX. In the event of a "Change in
Control" (as defined below) of MarineMax during the Term, Executive may
terminate this Agreement as provided in paragraph 11 below.
Upon termination of this Agreement for any reason provided above,
Executive shall be entitled to receive all compensation earned and all benefits
and reimbursements due through the effective date of termination. Additional
compensation subsequent to termination, if any, will be due and payable to
Executive only to the extent and in the manner expressly provided above or in
paragraph 11 hereof. All other rights and obligations of the Company and
Executive under this Agreement shall cease as of the effective date of
termination, except that the Company's obligations under paragraph 8 hereof and
Executive's obligations under paragraphs 3, 5, 6, 7 and 9 hereof shall survive
such termination in accordance with their terms.
If termination of Executive's employment arises out of the Company's
failure to pay Executive on a timely basis the amounts to which he is entitled
under this Agreement or as a result of any other breach of this Agreement by the
Company, as determined by a court of competent jurisdiction or pursuant to the
provisions of paragraph 15 below, the Company shall pay all amounts and damages
to which Executive may be entitled as a result of such breach, including
interest thereon and all reasonable legal fees and expenses and other costs
incurred by Executive to enforce his rights hereunder. Further, none of the
provisions of paragraph 3 hereof shall apply in the event this Agreement is
terminated as a result of a breach by the Company.
5. RETURN OF COMPANY PROPERTY. All records, designs, patents, business
plans, financial statements, manuals, memoranda, lists and other property
delivered to or compiled by
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Executive by or on behalf of the Company, MarineMax or their representatives,
vendors or customers which pertain to the business of the Company or MarineMax
shall be and remain the property of the Company or MarineMax, as the case may
be, and be subject at all times to their discretion and control. Likewise, all
correspondence, reports, records, charts, advertising materials and other
similar data pertaining to the business, activities or future plans of the
Company or MarineMax which is collected by Executive shall be delivered promptly
to the Company without request by it upon termination of Executive's employment.
6. INVENTIONS. Executive shall disclose promptly to the Company any and
all significant conceptions and ideas for inventions, improvements and valuable
discoveries, whether patentable or not, which are conceived or made by
Executive, solely or jointly with another, during the period of employment or
within one (1) year thereafter, and which are directly related to the business
or activities of the Company and which Executive conceives as a result of his
employment by the Company. Executive hereby assigns and agrees to assign all his
interests therein to the Company or its nominee. Whenever requested to do so by
the Company, Executive shall execute any and all applications, assignments or
other instruments that the Company shall deem necessary to apply for and obtain
Letters Patent of the United States or any foreign country or to otherwise
protect the Company's interest therein.
7. TRADE SECRETS. Executive agrees that he will not, during or after the
period of employment under this Agreement, disclose the specific terms of the
Company's or MarineMax's relationships or agreements with their respective
significant vendors or customers, or any other significant and material trade
secret of the Company or MarineMax, whether in existence or proposed, to any
person, firm, partnership, corporation or business for any reason or purpose
whatsoever.
8. INDEMNIFICATION. In the event Executive is made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by the Company
or MarineMax against Executive), by reason of the fact that he is or was
performing services under this Agreement, then the Company shall indemnify
Executive against all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement, as actually and reasonably incurred by Executive in
connection therewith to the maximum extent permitted by applicable law. The
advancement of expenses shall be mandatory. In the event that both Executive and
the Company are made a party to the same third-party action, complaint, suit or
proceeding, the Company agrees to engage competent legal representation, and
Executive agrees to use the same representation, provided that if counsel
selected by the Company shall have a conflict of interest that prevents such
counsel from representing Executive, Executive may engage separate counsel and
the Company shall pay all attorneys' fees of such separate counsel. Further,
while Executive is expected at all times to use his best efforts to faithfully
discharge his duties under this Agreement, Executive cannot be held liable to
the Company or MarineMax for errors or omissions made in good faith where
Executive has not exhibited gross, willful and wanton negligence and misconduct
or performed criminal and fraudulent acts which materially damage the business
of the Company or MarineMax.
9. NO PRIOR AGREEMENTS. Executive hereby represents and warrants to the
Company that the execution of this Agreement by Executive and his employment by
the Company and the performance of his duties hereunder will not violate or be a
breach of any
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<PAGE> 8
agreement with a former employer, client or any other person or entity. Further,
Executive agrees to indemnify the Company for any claim, including, but not
limited to, attorneys' fees and expenses of investigation, by any such third
party that such third party may now have or may hereafter come to have against
the Company based upon or arising out of any non-competition agreement,
invention or secrecy agreement between Executive and such third party which was
in existence as of the date of this Agreement.
10. ASSIGNMENT; BINDING EFFECT. Executive understands that he has been
selected for employment by the Company on the basis of his personal
qualifications, experience and skills. Executive agrees, therefore, he cannot
assign all or any portion of his performance under this Agreement. Subject to
the preceding two (2) sentences and the express provisions of paragraph 12
below, this Agreement shall be binding upon, inure to the benefit of and be
enforceable by the parties hereto and their respective heirs, legal
representatives, successors and assigns.
11. CHANGE IN CONTROL.
(a) Unless Executive elects to terminate this Agreement pursuant to
subparagraph (c) below, Executive understands and acknowledges that MarineMax
may be merged or consolidated with or into another entity and that such entity
shall automatically succeed to the rights and obligations of MarineMax hereunder
or that MarineMax may undergo another type of Change in Control. In the event
such a merger or consolidation or other Change in Control is initiated prior to
the end of the Term, then the provisions of this paragraph 11 shall be
applicable.
(b) In the event of a pending Change in Control wherein MarineMax
and/or the Company and Executive have not received written notice at least five
(5) business days prior to the anticipated closing date of the transaction
giving rise to the Change in Control from the successor to all or a substantial
portion of MarineMax's and/or the Company's business and/or assets that such
successor is willing as of the closing to assume and agree to perform
MarineMax's and/or the Company's obligations under this Agreement in the same
manner and to the same extent that MarineMax and/or the Company is hereby
required to perform, then such Change in Control shall be deemed to be a
termination of this Agreement by MarineMax and/or the Company without Good Cause
during the Term and the applicable portions of paragraph 4(d) hereof will apply;
however, under such circumstances, the amount of the lump-sum severance payment
due to Executive shall be triple the amount calculated under the terms of
paragraph 4(d) hereof and the non-competition provisions of paragraph 3 hereof
shall not apply whatsoever.
(c) In any Change in Control situation, Executive may, at his sole
discretion, elect to terminate this Agreement by providing written notice to the
Company and MarineMax at least five (5) business days prior to the anticipated
closing of the transaction giving rise to the Change in Control. In such case,
the applicable provisions of paragraph 4(d) hereof will apply as though the
Company had terminated the Agreement without Good Cause during the Term;
however, under such circumstances, the amount of the lump-sum severance payment
due to Executive shall be double the amount calculated under the terms of
paragraph 4(d) hereof and the non-competition provisions of paragraph 3 hereof
shall all apply for a period of one (1) year from the effective date of
termination.
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(d) For purposes of applying paragraph 4 hereof under the
circumstances described in (b) and (c) above, the effective date of termination
will be the closing date of the transaction giving rise to the Change in Control
and all compensation, reimbursements and lump-sum payments due Executive must be
paid in full by the Company at or prior to such closing. Further, Executive will
be given sufficient time and opportunity to elect whether to exercise all or any
of his options to purchase MarineMax Common Stock, such that he may convert the
options to shares of MarineMax Common Stock at or prior to the closing of the
transaction giving rise to the Change in Control, if he so desires.
(e) A "Change in Control" shall mean a change in control of a nature
that would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended, as in effect on the date of this Agreement, or if Item 6(e) is no
longer in effect, any regulations issued by the United States Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended,
which serve similar purposes; provided further that, without limitation, a
Change in Control shall be deemed to have occurred if and when:
(i) the following individuals no longer constitute a majority
of the members of the Board of Directors of MarineMax: (A) the individuals who,
as of the closing date of MarineMax's initial public offering, constitute the
Board of Directors of MarineMax (the "Original Directors"); (B) the individuals
who thereafter are elected to the Board of Directors of MarineMax and whose
election, or nomination for election, to the Board of Directors of MarineMax was
approved by a vote of at least two-thirds (2/3) of the Original Directors then
still in office (such directors becoming "Additional Original Directors"
immediately following their election); and (C) the individuals who are elected
to the Board of Directors of MarineMax and whose election, or nomination for
election, to the Board of Directors of MarineMax was approved by a vote of at
least two-thirds (2/3) of the Original Directors and Additional Original
Directors then still in office (such directors also becoming "Additional
Original Directors" immediately following their election);
(ii) a tender offer or exchange offer is made whereby the effect
of such offer is to take over and control MarineMax, and such offer is
consummated for the equity securities of MarineMax representing twenty percent
(20%) or more of the combined voting power of MarineMax's then outstanding
voting securities;
(iii) the stockholders of MarineMax shall approve a merger,
consolidation, recapitalization, or reorganization of MarineMax, a reverse stock
split of outstanding voting securities, or consummation of any such transaction
if stockholder approval is not obtained, other than any such transaction which
would result in at least seventy-five percent (75%) of the total voting power
represented by the voting securities of the surviving entity outstanding
immediately after such transaction being beneficially owned by at least
seventy-five percent (75%) of the holders of outstanding voting securities of
MarineMax immediately prior to the transaction, with the voting power of each
such continuing holder relative to other such continuing holders not
substantially altered in the transaction; or
(iv) the stockholders of MarineMax shall approve a plan of
complete liquidation of MarineMax or an agreement for the sale or disposition by
MarineMax of all or a
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<PAGE> 10
substantial portion of MarineMax's assets to another person or entity which is
not a wholly-owned subsidiary of MarineMax (i.e., fifty percent (50%) or more of
the total assets of MarineMax).
(f) Sales of MarineMax's Common Stock beneficially owned or
controlled by MarineMax shall not be considered in determining whether a Change
in Control has occurred. Notwithstanding the foregoing, none of MarineMax's
initial public offering or the concurrent mergers involving MarineMax and its
various wholly-owned subsidiaries and affiliates shall be deemed to be a Change
in Control.
(g) Executive shall be notified in writing by MarineMax at any time
that MarineMax or any member of its Board anticipates that a Change in Control
may take place.
(h) In the event that a Change in Control occurs and the aggregate
amount of any payments made to Executive hereunder, or pursuant to any plan,
program or policy of the Company in connection with, on account of, or as a
result of, such Change in Control constitutes "excess parachute payments" as
defined in Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code"), subject to the excise tax imposed by Section 4999 of the Code, or any
successor sections thereof, Executive shall receive from the Company, in
addition to any other amounts payable under this Agreement, a lump sum payment
equal to the amount of (i) such excise tax, and (ii) the federal and state
income taxes payable by the Executive with respect to any payments made to
Executive under this subparagraph (h). Such amount will be due and payable by
the Company or its successor within ten (10) days after Executive delivers a
written request for reimbursement accompanied by a copy of his tax return(s)
showing the excise tax actually incurred by Executive.
12. COMPLETE AGREEMENT. This Agreement is not a promise of future
employment. Executive has no oral representations, understandings or agreements
with the Company or any of its officers, directors or representatives covering
the same subject matter as this Agreement. This written Agreement is the final,
complete and exclusive statement and expression of the agreement between the
Company and Executive and of all the terms of this Agreement, and it cannot be
varied, contradicted or supplemented by evidence of any prior or contemporaneous
oral or written agreements. This written Agreement may not be later modified
except by a further writing signed by a duly authorized officer of the Company
and Executive, and no term of this Agreement may be waived except by writing
signed by the party waiving the benefit of such term. This Agreement hereby
supersedes any other employment agreements or understandings, written or oral,
between the Company and/or MarineMax and Executive.
13. NOTICE. Whenever any notice is required hereunder, it shall be given
in writing addressed as follows:
To the Company:
COCHRANS MARINE, INC.
c/o MarineMax, Inc.
18167 U.S. Highway 19 North, Suite 499
Clearwater, Florida 33764
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Attention: President
To Executive:
David L. Cochran
P.O. Box 518
--------------------------------------------
Walker, MN 56484
--------------------------------------------
Notice shall be deemed given and effective on the earlier of three (3) days
after the deposit in the U.S. mail of a writing addressed as above and sent
first class mail, certified, return receipt requested, or when actually
received. Either party may change the address for notice by notifying the other
party of such change in accordance with this paragraph 13.
14. SEVERABILITY; HEADINGS. If any portion of this Agreement is held
invalid or inoperative, the other portions of this Agreement shall be deemed
valid and operative and, so far as is reasonable and possible, effect shall be
given to the intent manifested by the portion held invalid or inoperative. The
paragraph headings herein are for reference purposes only and are not intended
in any way to describe, interpret, define or limit the extent or intent of the
Agreement or of any part hereof.
15. MEDIATION; ARBITRATION. All disputes arising out of this Agreement
shall be resolved as set forth in this paragraph 15. If any party hereto desires
to make any claim arising out of this Agreement ("Claimant"), then such party
shall first deliver to the other party ("Respondent") written notice ("Claim
Notice") of Claimant's intent to make such claim explaining Claimant's reasons
for such claim in sufficient detail for Respondent to respond. Respondent shall
have ten (10) business days from the date the Claim Notice was given to
Respondent to object in writing to the claim ("Notice of Objection"), or
otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of
Objection shall specify with particularity the reasons for such objection.
Following receipt of the Notice of Objection, if any, Claimant and Respondent
shall immediately seek to resolve by good faith negotiations the dispute alleged
in the Claim Notice, and may at the request of either party, utilize the
services of an independent mediator. If Claimant and Respondent are unable to
resolve the dispute in writing within ten (10) business days from the date
negotiations began, then without the necessity of further agreement of Claimant
or Respondent, the dispute set forth in the Claim Notice shall be submitted to
binding arbitration (except for claims arising out of paragraphs 3 or 7 hereof),
initiated by either Claimant or Respondent pursuant to this paragraph. Such
arbitration shall be conducted before a panel of three (3) arbitrators in Tampa,
Florida, in accordance with the National Rules for the Resolution of Employment
Disputes of the American Arbitration Association ("AAA") then in effect provided
that the parties may agree to use arbitrators other than those provided by the
AAA. The arbitrators shall not have the authority to add to, detract from, or
modify any provision hereof nor to award punitive damages to any injured party.
The arbitrators shall have the authority to order back-pay, severance
compensation, vesting of options (or cash compensation in lieu of vesting of
options), reimbursement of costs, including those incurred to enforce this
Agreement, and interest thereon in the event the arbitrators determine that
Executive was terminated without disability or without Good Cause, as defined in
paragraphs 4(b) and 4(c) hereof, respectively, or that the Company has otherwise
materially breached this Agreement. A decision by a majority of the arbitration
panel shall be final and
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binding. Judgment may be entered on the arbitrators' award in any court having
jurisdiction. The direct expense of any mediation or arbitration proceeding
shall be borne by the Company.
16. JOINDER OF MARINEMAX. MarineMax joins in this Agreement for the
purpose of guaranteeing, and does hereby guarantee, the performance by the
Company of its obligations to Executive hereunder.
17. NO PARTICIPATION IN SEVERANCE PLANS. Executive acknowledges and
agrees that the compensation and other benefits set forth in this Agreement are
and shall be in lieu of any compensation or other benefits that may otherwise be
payable to or on behalf of Executive pursuant to the terms of any severance pay
arrangement of the Company, MarineMax or any affiliate thereof, or any other
similar arrangement of the Company, MarineMax or any affiliates thereof
providing for benefits upon involuntary termination of employment.
18. GOVERNING LAW. This Agreement shall in all respects be construed
according to the laws of the State of Delaware, notwithstanding the conflict of
laws provisions of such state.
19. COUNTERPARTS; FACSIMILE. This Agreement may be executed by facsimile
and in two (2) or more counterparts, each of which shall be deemed an original
and all of which together shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
COMPANY:
COCHRANS MARINE, INC.
By: /s/ David L Cochran
--------------------------------------
Name: David L. Cochran
------------------------------------
Its: Chief Executive Officer
-------------------------------------
MARINEMAX:
MARINEMAX, INC.
By: /s/ Michael McLamb
--------------------------------------
Name: Michael McLamb
------------------------------------
Its: Vice President
-------------------------------------
EXECUTIVE:
/s/ David L. Cochran
-----------------------------------------
DAVID L. COCHRAN
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<PAGE> 1
Exhibit 10.3(f)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), by and between SEA RAY OF
NORTH CAROLINA, INC., a North Carolina corporation F/K/A SKIPPER BUD'S, INC.
(the "Company"), and DAVID H. PRETASKY ("Executive") is entered into and
effective as of the 30th day of July, 1998.
RECITALS
A. The Company is a wholly-owned subsidiary of MarineMax, Inc., a Delaware
corporation ("MarineMax").
B. As of the date of this Agreement, the Company is engaged primarily in
the business of selling, renting and leasing, boating, nautical and other
related lifestyle entertainment products and services, and related activities
(collectively, the "Watercraft Business"), and Executive has experience in such
business.
C. Executive desires to be employed hereunder by the Company in a
confidential relationship wherein Executive, in the course of his employment
with the Company, has and will continue to become familiar with and aware of
information as to the customers of the Company and those of other companies
affiliated with MarineMax, their specific manner of doing business, including,
without limitation, the processes, techniques and trade secrets utilized by the
Company and MarineMax, and their future plans with respect thereto, all of which
has been and will be established and maintained at great expense to the Company
and MarineMax; such information being recognized by Executive to be proprietary
to the Company and MarineMax, and a trade secret and constituting valuable
goodwill of the Company and MarineMax.
D. The Company desires to employ Executive, and Executive desires to
accept such employment, pursuant to the terms and conditions set forth in this
Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, terms, covenants
and conditions set forth herein and the performance of each, it is hereby agreed
as follows:
1. EMPLOYMENT AND DUTIES.
(a) The Company hereby employs Executive, and Executive hereby agrees
to act, as President of the Company. As such, Executive shall have
responsibilities, duties and authority reasonably accorded to, expected of, and
consistent with Executive's position as, President of the Company and will
report directly to the Board of Directors of the Company (the "Board").
Executive hereby accepts this employment upon the terms and conditions herein
contained and, subject to paragraph 1(c) hereof, agrees to devote his best
efforts and substantially all of his business time and attention to promote and
further the business of the Company and MarineMax.
<PAGE> 2
(b) Executive shall faithfully adhere to, execute and fulfill all
lawful policies established by the Company.
(c) Executive shall not, during the term of his employment hereunder,
be engaged in any other business activity pursued for gain, profit or other
pecuniary advantage if such activity interferes in any material respect with
Executive's duties and responsibilities hereunder. The foregoing limitations
shall not be construed as prohibiting Executive from making personal investments
in such form or manner as will neither require his services in the operation or
affairs of the companies or enterprises in which such investments are made nor
violate the terms of paragraph 3 hereof.
(d) Executive shall not be required by the Company or in the
performance of his duties to relocate his primary residence.
2. COMPENSATION. For all services rendered by Executive, the Company
shall compensate Executive as follows:
(a) BASE SALARY. Effective the date hereof, the base salary payable
to Executive shall be One Hundred Fifty Thousand Dollars ($150,000.00) per year,
payable on a regular basis in accordance with the Company's standard payroll
procedures but not less than monthly. On at least an annual basis, the Board
will review Executive's performance and may make increases to such base salary
if, in its sole discretion, any such increase is warranted. In no event shall
Executive's base salary be reduced to a level below One Hundred Fifty Thousand
Dollars ($150,000.00).
(b) BONUS. Executive shall be eligible to receive an annual bonus in
such an amount, if any, to be determined by a committee of the Board based upon
such factors as may deemed relevant by the Board, in its sole discretion,
including, without limitation, the performance of Executive.
(c) EXECUTIVE PERQUISITES, BENEFITS AND OTHER COMPENSATION. Executive
shall be entitled to receive additional benefits and compensation from the
Company in such form and to such extent as specified below:
(i) Payment of all premiums for coverage for Executive and his
dependent family members under health, hospitalization, disability, dental, life
and other insurance plans that the Company may have in effect from time to time,
benefits provided to Executive under this clause (i) to be on terms no less
favorable than the benefits provided to other MarineMax executives at comparable
levels of employment.
(ii) Reimbursement for business travel and other out-of-pocket
expenses reasonably incurred by Executive in the performance of his services
pursuant to this Agreement. All reimbursable expenses shall be appropriately
documented in reasonable detail by Executive upon submission of any request for
reimbursement, and in a format and manner consistent with the Company's expense
reporting policy.
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(iii) Paid vacation in accordance with the applicable policy of
the Company as in effect from time to time, but in no event shall Executive be
entitled to less than four (4) weeks paid vacation per year.
(iv) The Company shall provide Executive with other executive
perquisites as may be available to or deemed appropriate for Executive by the
Board and participation in all other Company-wide employee benefits as are
available from time to time.
3. NON-COMPETITION AGREEMENT.
(a) Executive will not, during the period of his employment by or
with the Company, and for a period of two (2) years immediately following the
termination of his employment under this Agreement, for any reason whatsoever,
other than after a termination by the Company without Good Cause, or by
Executive for Good Reason (each as hereinafter defined), directly or indirectly,
for himself or on behalf of or in conjunction with any other person, company,
partnership, corporation or business of whatever nature and except in accordance
with the Executive's duties on behalf of the Company:
(i) engage, as an officer, director, shareholder, owner,
partner, joint venturer, or in a managerial capacity, whether as an employee,
independent contractor, consultant or advisor, or as a sales representative, in
any Watercraft Business in direct competition with the Company, MarineMax or any
of the subsidiaries of MarineMax, within one hundred (100) miles of where the
Company, MarineMax or any of MarineMax's subsidiaries conduct business,
including any territory serviced by the Company or MarineMax or any of such
subsidiaries (the "Territory");
(ii) call upon any person who is, at that time, within the
Territory, an employee of the Company, MarineMax or any of the subsidiaries of
MarineMax, in a managerial capacity for the purpose or with the intent of
enticing such employee away from or out of the employ of the Company, MarineMax
or the applicable subsidiary thereof;
(iii) call upon any person or entity which is, at that time, or
which has been, within one (1) year prior to that time, a customer of the
Company, MarineMax or any of the subsidiaries of MarineMax, within the Territory
for the purpose of soliciting or selling products or services in direct
competition with the Company, MarineMax or its subsidiaries within the
Territory;
(iv) call upon any prospective acquisition candidate, on
Executive's own behalf or on behalf of any competitor, which candidate was, to
Executive's actual knowledge after due inquiry, either called upon by the
Company or MarineMax, or for which the Company or MarineMax made an acquisition
analysis, for the purpose of acquiring such entity.
Notwithstanding the above, the foregoing covenant shall not be deemed to
prohibit Executive from acquiring for investment purposes only not more than
three percent (3%) of the capital stock or other securities of a competing
business, whose stock is traded on a national securities exchange or on an
over-the-counter or similar market.
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(b) Because of the difficulty of measuring economic losses to the
Company and MarineMax as a result of a breach of the foregoing covenant, and
because of the immediate and irreparable damage that could be caused to the
Company and MarineMax for which they would have no other adequate remedy,
Executive agrees that the foregoing covenant may be enforced by MarineMax or the
Company in the event of breach by him, by injunctions and restraining orders.
(c) It is agreed by the parties that the foregoing covenants in this
paragraph 3 impose a reasonable restraint on Executive in light of the
activities and business of the Company or MarineMax, as the case may be
(including MarineMax's other subsidiaries) on the date of the execution of this
Agreement and the current plans of MarineMax (including MarineMax's other
subsidiaries); but it is also the intent of the Company and Executive that such
covenants be construed and enforced in accordance with the changing activities,
business and locations of the Company and MarineMax, as the case may be
(including MarineMax's other subsidiaries) throughout the term of this covenant,
whether before or after the date of termination of the employment of Executive.
For example, if, during the term of this Agreement, the Company or MarineMax, as
the case may be (including MarineMax's other subsidiaries) engages in new and
different activities, enters a new business or establishes new locations for its
current activities or business in addition to or other than the activities or
business enumerated under the Recitals above or the locations currently
established therefor, then Executive will be precluded from soliciting the
customers or employees of such new activities or business or from such new
location and from directly competing with such new business within one hundred
(100) miles of its then-established operating location(s) through the term of
this covenant.
It is further agreed by the parties hereto that, in the event that
Executive shall cease to be employed hereunder, and shall enter into a business
or pursue other activities not in competition with the Company or MarineMax
(including MarineMax's other subsidiaries), or similar activities or business in
locations the operation of which, under such circumstances, does not violate
clause (i) of this paragraph 3, and in any event such new business, activities
or location are not in violation of this paragraph 3 or of Executive's
obligations under this paragraph 3, if any, Executive shall not be chargeable
with a violation of this paragraph 3 if the Company or MarineMax (including
MarineMax's other subsidiaries) shall thereafter enter the same, similar or a
competitive (i) business, (ii) course of activities or (iii) location, as
applicable.
(d) The covenants in this paragraph 3 are severable and separate, and
the unenforceability of any specific covenant shall not affect the provisions of
any other covenant. Moreover, in the event any court of competent jurisdiction
shall determine that the scope, time or territorial restrictions set forth are
unreasonable, then it is the intention of the parties that such restrictions be
enforced to the fullest extent which the court deems reasonable, and the
Agreement shall thereby be reformed.
(e) All of the covenants in this paragraph 3 shall be construed as an
agreement independent of any other provision in this Agreement, and the
existence of any claim or cause of action of Executive against the Company or
MarineMax, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by MarineMax or the Company of such
covenants. It is specifically agreed that the period of two (2) years following
termination of employment stated at the beginning of this paragraph 3, during
which the agreements and
4
<PAGE> 5
covenants of Executive made in this paragraph 3 shall be effective, shall be
computed by excluding from such computation any time during which Executive is
in violation of any provision of this paragraph 3.
4. TERM; TERMINATION; RIGHTS ON TERMINATION. The term of this Agreement
shall begin on the date hereof and continue for five (5) years, and, unless
terminated sooner as herein provided, shall continue thereafter on a
year-to-year basis (the "Term") on the same terms and conditions contained
herein in effect as of the time of renewal. This Agreement and Executive's
employment may be terminated in any one of the followings ways:
(a) DEATH. The death of Executive shall immediately terminate this
Agreement with no severance compensation due to Executive's estate.
(b) DISABILITY. If, as a result of incapacity due to physical or
mental illness or injury, Executive shall have been absent from his full-time
duties hereunder for six (6) consecutive months, then thirty (30) days after
receiving written notice (which notice may occur before or after the end of such
six (6) month period, but which shall not be effective earlier than the last day
of such six (6) month period), the Company may terminate Executive's employment
hereunder provided Executive is unable to resume his full-time duties at the
conclusion of such notice period. Also, Executive may terminate his employment
hereunder if his health should become impaired to an extent that makes the
continued performance of his duties hereunder hazardous to his physical or
mental health or his life, provided that Executive shall have furnished the
Company with a written statement from a qualified doctor to such effect and
provided, further, that, at the Company's request made within thirty (30) days
of the date of such written statement, Executive shall submit to an examination
by a doctor selected by the Company who is reasonably acceptable to Executive or
Executive's doctor and such doctor shall have concurred in the conclusion of
Executive's doctor. In the event this Agreement is terminated as a result of
Executive's disability, Executive shall receive from the Company, in a lump-sum
payment due within ten (10) days of the effective date of termination, the base
salary at the rate then in effect for the lesser of the time period then
remaining under the Term of this Agreement or for one (1) year.
(c) GOOD CAUSE. The Company may terminate this Agreement ten (10)
days after written notice to Executive for "Good Cause," which shall mean any
one or more of the following: (1) Executive's willful, material and irreparable
breach of this Agreement; (2) Executive's gross negligence in the performance or
intentional nonperformance (continuing for ten (10) days after receipt of
written notice of need to cure) of any of Executive's material duties and
responsibilities hereunder; (3) Executive's willful dishonesty, fraud or
misconduct with respect to the business or affairs of the Company or MarineMax
which materially and adversely affects the operations or reputation of the
Company or MarineMax; (4) Executive's conviction of a felony crime; or (5)
confirmed positive illegal drug test result. In the event of a termination for
Good Cause, as enumerated above, Executive shall have no right to any severance
compensation.
(d) WITHOUT GOOD CAUSE; GOOD REASON. At any time after the
commencement of employment, Executive may, without cause, and without Good
Reason terminate this Agreement and Executive's employment, effective thirty
(30) days after written notice is provided to the Company. Executive may only be
terminated without Good Cause by
5
<PAGE> 6
the Company during the Term hereof if such termination is approved by a majority
of the members of the Board of Directors of MarineMax, excluding Executive if
Executive is a member of such Board of Directors. Should Executive be terminated
by the Company without Good Cause or should Executive terminate with Good Reason
during the Term, Executive shall receive from the Company, on such dates as
would otherwise be paid by the Company, the base salary at the rate then in
effect for whatever time period is remaining under the Term of this Agreement or
for one (1) year, whichever amount is greater. Further, if Executive is
terminated without Good Cause or terminates his employment hereunder with Good
Reason, (a) the Company shall make the insurance premium payments contemplated
by COBRA for a period of eighteen (18) months after such termination, (b) the
Executive shall be entitled to receive a prorated portion of any annual bonus
and other incentive compensation to which the Executive would have been entitled
for the year during which the termination occurred had the Executive not been
terminated, (c) all options to purchase MarineMax Common Stock shall vest
thereupon, and (d) the Executive shall be entitled to receive all other unpaid
benefits due and owing through Executive's last day of employment. Further, any
termination without Good Cause by the Company shall operate to shorten the
period set forth in paragraph 3(a) hereof and during which the terms of
paragraph 3 hereof apply to one (1) year from the date of termination of
employment. If Executive resigns or otherwise terminates his employment without
Good Reason, rather than the Company terminating his employment pursuant to this
paragraph 5(d), Executive shall receive no severance compensation.
Executive shall have "Good Reason" to terminate this Agreement and his
employment hereunder upon the occurrence of any of the following events: (a)
Executive is demoted by means of a reduction in authority, responsibilities or
duties to a position of less stature or importance within the Company than the
position described in paragraph 1 hereof; or (b) Executive's annual base salary
as determined pursuant to paragraph 2 hereof is reduced to a level that is less
than eighty percent (80%) of the base salary paid to Executive during any prior
contract year under this Agreement, unless Executive has agreed in writing to
that demotion or reduction.
(e) CHANGE IN CONTROL OF MARINEMAX. In the event of a "Change in
Control" (as defined below) of MarineMax during the Term, Executive may
terminate this Agreement as provided in paragraph 11 below.
Upon termination of this Agreement for any reason provided above,
Executive shall be entitled to receive all compensation earned and all benefits
and reimbursements due through the effective date of termination. Additional
compensation subsequent to termination, if any, will be due and payable to
Executive only to the extent and in the manner expressly provided above or in
paragraph 11 hereof. All other rights and obligations of the Company and
Executive under this Agreement shall cease as of the effective date of
termination, except that the Company's obligations under paragraph 8 hereof and
Executive's obligations under paragraphs 3, 5, 6, 7 and 9 hereof shall survive
such termination in accordance with their terms.
If termination of Executive's employment arises out of the Company's
failure to pay Executive on a timely basis the amounts to which he is entitled
under this Agreement or as a result of any other breach of this Agreement by the
Company, as determined by a court of competent jurisdiction or pursuant to the
provisions of paragraph 15 below, the Company shall
6
<PAGE> 7
pay all amounts and damages to which Executive may be entitled as a result of
such breach, including interest thereon and all reasonable legal fees and
expenses and other costs incurred by Executive to enforce his rights hereunder.
Further, none of the provisions of paragraph 3 hereof shall apply in the event
this Agreement is terminated as a result of a breach by the Company.
5. RETURN OF COMPANY PROPERTY. All records, designs, patents, business
plans, financial statements, manuals, memoranda, lists and other property
delivered to or compiled by Executive by or on behalf of the Company, MarineMax
or their representatives, vendors or customers which pertain to the business of
the Company or MarineMax shall be and remain the property of the Company or
MarineMax, as the case may be, and be subject at all times to their discretion
and control. Likewise, all correspondence, reports, records, charts, advertising
materials and other similar data pertaining to the business, activities or
future plans of the Company or MarineMax which is collected by Executive shall
be delivered promptly to the Company without request by it upon termination of
Executive's employment.
6. INVENTIONS. Executive shall disclose promptly to the Company any and
all significant conceptions and ideas for inventions, improvements and valuable
discoveries, whether patentable or not, which are conceived or made by
Executive, solely or jointly with another, during the period of employment or
within one (1) year thereafter, and which Executive conceives as a result of his
employment by the Company. Executive hereby assigns and agrees to assign all his
interests therein to the Company or its nominee. Whenever requested to do so by
the Company, Executive shall execute any and all applications, assignments or
other instruments that the Company shall deem necessary to apply for and obtain
Letters Patent of the United States or any foreign country or to otherwise
protect the Company's interest therein.
7. TRADE SECRETS. Executive agrees that he will not, during or after the
period of employment under this Agreement, disclose the specific terms of the
Company's or MarineMax's relationships or agreements with their respective
significant vendors or customers, or any other significant and material trade
secret of the Company or MarineMax, whether in existence or proposed, to any
person, firm, partnership, corporation or business for any reason or purpose
whatsoever.
8. INDEMNIFICATION. In the event Executive is made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by the Company
or MarineMax against Executive), by reason of the fact that he is or was
performing services under this Agreement, then the Company shall indemnify
Executive against all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement, as actually and reasonably incurred by Executive in
connection therewith to the maximum extent permitted by applicable law. The
advancement of expenses shall be mandatory. In the event that both Executive and
the Company are made a party to the same third-party action, complaint, suit or
proceeding, the Company agrees to engage competent legal representation, and
Executive agrees to use the same representation, provided that if counsel
selected by the Company shall have a conflict of interest that prevents such
counsel from representing Executive, Executive may engage separate counsel and
the Company shall pay all attorneys' fees of such separate counsel. Further,
while Executive is expected at all times to use his best efforts to faithfully
discharge his duties under this Agreement, Executive cannot be held liable to
the Company or MarineMax for errors or omissions made in good faith where
Executive
7
<PAGE> 8
has not exhibited gross, willful and wanton negligence and misconduct or
performed criminal and fraudulent acts which materially damage the business of
the Company or MarineMax.
9. NO PRIOR AGREEMENTS. Except for the Consulting, Noncompete and
Severance Agreement by and among Skipper Marine Corp., affiliated entities and
Executive dated January 1, 1996, provided previously to MarineMax and the
Company, Executive hereby represents and warrants to the Company that the
execution of this Agreement by Executive and his employment by the Company and
the performance of his duties hereunder will not violate or be a breach of any
agreement with a former employer, client or any other person or entity. Further,
Executive agrees to indemnify the Company for any claim, including, but not
limited to, attorneys' fees and expenses of investigation, by any such third
party that such third party may now have or may hereafter come to have against
the Company based upon or arising out of any non-competition agreement,
invention or secrecy agreement between Executive and such third party which was
in existence as of the date of this Agreement, including, without limitation,
the Consulting, Noncompete and Severance Agreement by and among Skipper Marine
Corp., affiliated entities and Executive dated January 1, 1996.
10. ASSIGNMENT; BINDING EFFECT. Executive understands that he has been
selected for employment by the Company on the basis of his personal
qualifications, experience and skills. Executive agrees, therefore, he cannot
assign all or any portion of his performance under this Agreement. Subject to
the preceding two (2) sentences and the express provisions of paragraph 12
below, this Agreement shall be binding upon, inure to the benefit of and be
enforceable by the parties hereto and their respective heirs, legal
representatives, successors and assigns.
11. CHANGE IN CONTROL.
(a) Unless Executive elects to terminate this Agreement pursuant to
subparagraph (c) below, Executive understands and acknowledges that MarineMax
may be merged or consolidated with or into another entity and that such entity
shall automatically succeed to the rights and obligations of MarineMax hereunder
or that MarineMax may undergo another type of Change in Control. In the event
such a merger or consolidation or other Change in Control is initiated prior to
the end of the Term, then the provisions of this paragraph 11 shall be
applicable.
(b) In the event of a pending Change in Control wherein MarineMax
and/or the Company and Executive have not received written notice at least five
(5) business days prior to the anticipated closing date of the transaction
giving rise to the Change in Control from the successor to all or a substantial
portion of MarineMax's and/or the Company's business and/or assets that such
successor is willing as of the closing to assume and agree to perform
MarineMax's and/or the Company's obligations under this Agreement in the same
manner and to the same extent that MarineMax and/or the Company is hereby
required to perform, then such Change in Control shall be deemed to be a
termination of this Agreement by MarineMax and/or the Company without Good Cause
during the Term and the applicable portions of paragraph 4(d) hereof will apply;
however, under such circumstances, the amount of the lump-sum severance payment
due to Executive shall be triple the amount calculated under the terms of
paragraph 4(d) hereof and the non-competition provisions of paragraph 3 hereof
shall not apply whatsoever.
8
<PAGE> 9
(c) In any Change in Control situation, Executive may, at his sole
discretion, elect to terminate this Agreement by providing written notice to the
Company and MarineMax at least five (5) business days prior to the anticipated
closing of the transaction giving rise to the Change in Control. In such case,
the applicable provisions of paragraph 4(d) hereof will apply as though the
Company had terminated the Agreement without Good Cause during the Term;
however, under such circumstances, the amount of the lump-sum severance payment
due to Executive shall be double the amount calculated under the terms of
paragraph 4(d) hereof and the non-competition provisions of paragraph 3 hereof
shall all apply for a period of one (1) year from the effective date of
termination.
(d) For purposes of applying paragraph 4 hereof under the
circumstances described in (b) and (c) above, the effective date of termination
will be the closing date of the transaction giving rise to the Change in Control
and all compensation, reimbursements and lump-sum payments due Executive must be
paid in full by the Company at or prior to such closing. Further, Executive will
be given sufficient time and opportunity to elect whether to exercise all or any
of his options to purchase MarineMax Common Stock, such that he may convert the
options to shares of MarineMax Common Stock at or prior to the closing of the
transaction giving rise to the Change in Control, if he so desires.
(e) A "Change in Control" shall mean a change in control of a nature
that would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended, as in effect on the date of this Agreement, or if Item 6(e) is no
longer in effect, any regulations issued by the United States Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended,
which serve similar purposes; provided further that, without limitation, a
Change in Control shall be deemed to have occurred if and when:
(i) the following individuals no longer constitute a majority
of the members of the Board of Directors of MarineMax: (A) the individuals who,
as of the closing date of MarineMax's initial public offering, constitute the
Board of Directors of MarineMax (the "Original Directors"); (B) the individuals
who thereafter are elected to the Board of Directors of MarineMax and whose
election, or nomination for election, to the Board of Directors of MarineMax was
approved by a vote of at least two-thirds (2/3) of the Original Directors then
still in office (such directors becoming "Additional Original Directors"
immediately following their election); and (C) the individuals who are elected
to the Board of Directors of MarineMax and whose election, or nomination for
election, to the Board of Directors of MarineMax was approved by a vote of at
least two-thirds (2/3) of the Original Directors and Additional Original
Directors then still in office (such directors also becoming "Additional
Original Directors" immediately following their election);
(ii) a tender offer or exchange offer is made whereby the effect
of such offer is to take over and control MarineMax, and such offer is
consummated for the equity securities of MarineMax representing twenty percent
(20%) or more of the combined voting power of MarineMax's then outstanding
voting securities;
(iii) the stockholders of MarineMax shall approve a merger,
consolidation, recapitalization, or reorganization of MarineMax, a reverse stock
split of
9
<PAGE> 10
outstanding voting securities, or consummation of any such transaction if
stockholder approval is not obtained, other than any such transaction which
would result in at least seventy-five percent (75%) of the total voting power
represented by the voting securities of the surviving entity outstanding
immediately after such transaction being beneficially owned by at least
seventy-five percent (75%) of the holders of outstanding voting securities of
MarineMax immediately prior to the transaction, with the voting power of each
such continuing holder relative to other such continuing holders not
substantially altered in the transaction; or
(iv) the stockholders of MarineMax shall approve a plan of
complete liquidation of MarineMax or an agreement for the sale or disposition by
MarineMax of all or a substantial portion of MarineMax's assets to another
person or entity which is not a wholly-owned subsidiary of MarineMax (i.e.,
fifty percent (50%) or more of the total assets of MarineMax).
(f) Sales of MarineMax's Common Stock beneficially owned or
controlled by MarineMax shall not be considered in determining whether a Change
in Control has occurred. Notwithstanding the foregoing, none of MarineMax's
initial public offering or the concurrent mergers involving MarineMax and its
various wholly-owned subsidiaries and affiliates shall be deemed to be a Change
in Control.
(g) Executive shall be notified in writing by MarineMax at any time
that MarineMax or any member of its Board anticipates that a Change in Control
may take place.
(h) In the event that a Change in Control occurs and the aggregate
amount of any payments made to Executive hereunder, or pursuant to any plan,
program or policy of the Company in connection with, on account of, or as a
result of, such Change in Control constitutes "excess parachute payments" as
defined in Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code"), subject to the excise tax imposed by Section 4999 of the Code, or any
successor sections thereof, Executive shall receive from the Company, in
addition to any other amounts payable under this Agreement, a lump sum payment
equal to the amount of (i) such excise tax, and (ii) the federal and state
income taxes payable by the Executive with respect to any payments made to
Executive under this subparagraph (h). Such amount will be due and payable by
the Company or its successor within ten (10) days after Executive delivers a
written request for reimbursement accompanied by a copy of his tax return(s)
showing the excise tax actually incurred by Executive.
12. COMPLETE AGREEMENT. This Agreement is not a promise of future
employment. Executive has no oral representations, understandings or agreements
with the Company or any of its officers, directors or representatives covering
the same subject matter as this Agreement. This written Agreement is the final,
complete and exclusive statement and expression of the agreement between the
Company and Executive and of all the terms of this Agreement, and it cannot be
varied, contradicted or supplemented by evidence of any prior or contemporaneous
oral or written agreements. This written Agreement may not be later modified
except by a further writing signed by a duly authorized officer of the Company
and Executive, and no term of this Agreement may be waived except by writing
signed by the party waiving the benefit of such term. This Agreement hereby
supersedes any other employment agreements or understandings, written or oral,
between the Company and/or MarineMax and Executive.
10
<PAGE> 11
13. NOTICE. Whenever any notice is required hereunder, it shall be given
in writing addressed as follows:
To the Company:
Sea Ray of North Carolina, Inc.
c/o MarineMax, Inc.
18167 U.S. Highway 19 North, Suite 499
Clearwater, Florida 33764
Attention: President
To Executive:
David H. Pretasky
c/o MarineMax of North Carolina, Inc.
130 Short Street
Wrightsville Beach, NC 28480
Notice shall be deemed given and effective on the earlier of three (3) days
after the deposit in the U.S. mail of a writing addressed as above and sent
first class mail, certified, return receipt requested, or when actually
received. Either party may change the address for notice by notifying the other
party of such change in accordance with this paragraph 13.
14. SEVERABILITY; HEADINGS. If any portion of this Agreement is held
invalid or inoperative, the other portions of this Agreement shall be deemed
valid and operative and, so far as is reasonable and possible, effect shall be
given to the intent manifested by the portion held invalid or inoperative. The
paragraph headings herein are for reference purposes only and are not intended
in any way to describe, interpret, define or limit the extent or intent of the
Agreement or of any part hereof.
15. MEDIATION; ARBITRATION. All disputes arising out of this Agreement
shall be resolved as set forth in this paragraph 15. If any party hereto desires
to make any claim arising out of this Agreement ("Claimant"), then such party
shall first deliver to the other party ("Respondent") written notice ("Claim
Notice") of Claimant's intent to make such claim explaining Claimant's reasons
for such claim in sufficient detail for Respondent to respond. Respondent shall
have ten (10) business days from the date the Claim Notice was given to
Respondent to object in writing to the claim ("Notice of Objection"), or
otherwise cure any breach hereof alleged in the Claim Notice. Any Notice of
Objection shall specify with particularity the reasons for such objection.
Following receipt of the Notice of Objection, if any, Claimant and Respondent
shall immediately seek to resolve by good faith negotiations the dispute alleged
in the Claim Notice, and may at the request of either party, utilize the
services of an independent mediator. If Claimant and Respondent are unable to
resolve the dispute in writing within ten (10) business days from the date
negotiations began, then without the necessity of further agreement of Claimant
or Respondent, the dispute set forth in the Claim Notice shall be submitted to
binding arbitration (except for claims arising out of paragraphs 3 or 7 hereof),
initiated by either Claimant or Respondent pursuant to this paragraph. Such
arbitration shall be conducted before a panel of three (3) arbitrators in Tampa,
Florida, in accordance with the National Rules for the Resolution of Employment
Disputes of the American Arbitration
11
<PAGE> 12
Association ("AAA") then in effect provided that the parties may agree to use
arbitrators other than those provided by the AAA. The arbitrators shall not have
the authority to add to, detract from, or modify any provision hereof nor to
award punitive damages to any injured party. The arbitrators shall have the
authority to order back-pay, severance compensation, vesting of options (or cash
compensation in lieu of vesting of options), reimbursement of costs, including
those incurred to enforce this Agreement, and interest thereon in the event the
arbitrators determine that Executive was terminated without disability or
without Good Cause, as defined in paragraphs 4(b) and 4(c) hereof, respectively,
or that the Company has otherwise materially breached this Agreement. A decision
by a majority of the arbitration panel shall be final and binding. Judgment may
be entered on the arbitrators' award in any court having jurisdiction. The
direct expense of any mediation or arbitration proceeding shall be borne by the
Company.
16. JOINDER OF MARINEMAX. MarineMax joins in this Agreement for the
purpose of guaranteeing, and does hereby guarantee, the performance by the
Company of its obligations to Executive hereunder.
17. NO PARTICIPATION IN SEVERANCE PLANS. Executive acknowledges and
agrees that the compensation and other benefits set forth in this Agreement are
and shall be in lieu of any compensation or other benefits that may otherwise be
payable to or on behalf of Executive pursuant to the terms of any severance pay
arrangement of the Company, MarineMax or any affiliate thereof, or any other
similar arrangement of the Company, MarineMax or any affiliates thereof
providing for benefits upon involuntary termination of employment.
18. GOVERNING LAW. This Agreement shall in all respects be construed
according to the laws of the State of Delaware, notwithstanding the conflict of
laws provisions of such state.
19. THIRD-PARTY BENEFICIARY. MarineMax is hereby expressly made a
third-party beneficiary to this Agreement.
20. COUNTERPARTS; FACSIMILE. This Agreement may be executed by facsimile
and in two (2) or more counterparts, each of which shall be deemed an original
and all of which together shall constitute but one and the same instrument.
12
<PAGE> 13
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
COMPANY:
SEA RAY OF NORTH CAROLINA, INC., a North
Carolina corporation f/k/a SKIPPER BUD'S, INC.
By: /s/ Michael H. McLamb
-------------------------------------------
Name: Michael H. McLamb
-----------------------------------------
Its: Vice President
------------------------------------------
EXECUTIVE:
/s/ David H. Pretasky
----------------------------------------------
David H. Pretasky
<PAGE> 1
EXHIBIT 21
LIST OF SUBSIDIARIES
<TABLE>
<CAPTION>
NAME STATE OF ORGANIZATION
- ---- ---------------------
<S> <C>
Subsidiaries of MarineMax, Inc. (Delaware)
11502 Dumas, Inc. Texas
11502 Dumas, Inc. Nevada
Bassett Boat Company Florida
Bassett Boat Company of Florida Florida
Bassett Realty, L.L.C. Delaware
C & N Marine Corporation Minnesota
C & N Marine Realty, L.L.C. Delaware
COCHRANS MARINE, INC. Minnesota
Dumas GP, Inc. Nevada
Dumas GP, L.L.C. Delaware
Gulfwind South Realty, L.L.C. Delaware
Gulfwind South, Inc. Florida
Gulfwind USA, Inc. Florida
Harrison's Boat Center, Inc. California
Harrison's Marine Centers of Arizona, Inc. Arizona
Harrison's Realty California, L.L.C. Delaware
Harrison's Realty, L.L.C. Delaware
Marina Drive Realty I, L.L.C. Delaware
Marina Drive Realty II, L.L.C. Delaware
MarineMax Motor Yachts, Inc. Delaware
MarineMax of Brevard County, Inc. Delaware
MarineMax of Jacksonville, Inc. Delaware
MarineMax of Las Vegas, Inc. Delaware
MarineMax of Treasure Cove, Inc. Delaware
MarineMax of North Carolina, Inc. North Carolina
MarineMax USA, Inc. Nevada
Stovall Marine, Inc. Georgia
MarineMax TX, L.P. Texas
Walker Marina Realty, L.L.C. Delaware
Subsidiaries of 11502 Dumas, Inc. (Texas)
600 Del Lago Blvd., Inc. Texas
7940 W. 1-30 Interests, Inc. Texas
9149 Wallisville Road Interests, Inc. Texas
Airtex Interests, Inc. Texas
DelHomme Realty, Inc. Delaware
Lake Lewisville Interests, Inc. Texas
Nasa Road Interests, Inc. Texas
Reeder Road Interests, Inc. Texas
South Shore Interests, Inc. Texas
</TABLE>
<PAGE> 1
EXHIBIT 23.1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation of our report included in this Form 10-K, into the Company's
previously filed Registration Statement File No. 333-63307.
ARTHUR ANDERSEN LLP
TAMPA, FLORIDA
DECEMBER 28, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This exhibit contains summary financial information extracted from the
Registrant's financial statements for the period ended September 30, 1998 and is
qualified in its entirety by reference to such financial statements. This
exhibit shall not be deemed filed for purposes of Section 11 of the Securities
and Exchange Act of 1933 and Section 18 of the Securities and Exchange Act of
1934, or otherwise subject to the liability of such Sections, nor shall it be
deemed a part of any other filing which incorporates this report by reference,
unless such other filing expressly incorporates this Exhibit by reference.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> SEP-30-1998
<CASH> 7,860,866
<SECURITIES> 0
<RECEIVABLES> 18,511,878
<ALLOWANCES> 0
<INVENTORY> 80,756,342
<CURRENT-ASSETS> 109,953,431
<PP&E> 31,620,646
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0
0
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