MARINEMAX INC, 424B1, 1998-06-04

MARINEMAX INC
424B1, 1998-06-04
AUTO & HOME SUPPLY STORES

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<PAGE> 1
Filed pursuant to Rule 424B1
Registration Number: 333-47873

PROSPECTUS

4,780,569 SHARES

[MARINEMAX LOGO]

COMMON STOCK
------------------

Of the 4,780,569 shares of common stock, par value $.001 per share (the
"Common Stock"), offered hereby, 3,515,824 shares are being sold by MarineMax,
Inc. (the "Company") and 1,264,745 shares are being sold by certain stockholders
(the "Selling Stockholders"). See "Principal and Selling Stockholders." The
Company will not receive any of the proceeds from the sale of shares by the
Selling Stockholders. Prior to the offering, there has not been a public market
for the Common Stock of the Company. See "Underwriting" for information relating
to the factors considered in determining the initial public offering price. The
Common Stock has been approved for listing on the New York Stock Exchange under
the symbol "HZO."

Of the 3,515,824 shares of Common Stock being offered by the Company,
1,861,200 shares are being offered to Brunswick Corporation ("Brunswick") at a
price per share equal to the Per Share Proceeds to Company set forth in the
table below. The shares being offered to Brunswick are not being underwritten.
Brunswick has informed the Company that it intends to purchase all of such
shares. In the event Brunswick does not purchase the shares, the Company will
file a post-effective amendment to the Registration Statement of which this
Prospectus forms a part describing the plan of distribution for such shares. The
Company will not proceed with any alternative plan of distribution until it
files such a post-effective amendment and recirculates an appropriate
preliminary Prospectus. See "Sale of Shares to Brunswick."

SEE "RISK FACTORS" BEGINNING ON PAGE 9 FOR A DISCUSSION OF CERTAIN RISK
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK
OFFERED HEREBY.

------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
====================================================================================================================
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) COMPANY(3) SELLING STOCKHOLDERS
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share $12.50 $0.875 $11.625 $11.625
- --------------------------------------------------------------------------------------------------------------------
Total(4) $58,128,563 $2,554,448 $40,871,454 $14,702,661
====================================================================================================================
</TABLE>

(1) The shares to be sold to Brunswick will be at a price per share equal to
the Per Share Proceeds to Company.

(2) No underwriting discounts or commissions will be paid or received by the
Underwriters on any sale of shares of Common Stock to Brunswick. See
"Sale of Shares to Brunswick." For information regarding indemnification
of the several Underwriters, see "Underwriting."

(3) Before deducting expenses payable by the Company estimated at $2,500,000.

(4) The Selling Stockholders have granted the Underwriters a 30-day option to
purchase up to 437,905 additional shares of Common Stock solely to cover
over-allotments, if any. See "Underwriting." If such option is exercised
in full, the total Price to Public, Underwriting Discounts and
Commissions, and Proceeds to Selling Stockholders will be $63,602,375,
$2,937,615, and $19,793,306, respectively, and the total Proceeds to
Company will not change.

------------------

The shares of Common Stock being offered by the Underwriters as described
herein are being offered by the several Underwriters named herein, subject to
prior sale, when, as and if accepted by them and subject to certain conditions.
It is expected that certificates for the shares of Common Stock offered hereby
will be available for delivery on or about June 8, 1998 at the office of Smith
Barney Inc., 333 West 34th Street, New York, New York 10001.
------------------
SALOMON SMITH BARNEY WILLIAM BLAIR & COMPANY
June 3, 1998
<PAGE> 2

NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN
WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION TO SUCH PERSON. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER SHALL UNDER
ANY CIRCUMSTANCE IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY DATE SUBSEQUENT TO THE DATE HEREOF.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................. 4
Risk Factors........................ 9
Formation of the Company............ 22
Use of Proceeds..................... 25
Dividend Policy..................... 25
Capitalization...................... 26
Dilution............................ 27
Selected Financial Data............. 28
Management's Discussion and Analysis
of Financial Condition and Results
of Operations..................... 29
</TABLE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Business............................ 34
Management.......................... 51
Principal and Selling
Stockholders...................... 57
Certain Transactions................ 59
Description of Capital Stock........ 61
Shares Eligible for Future Sale..... 64
Underwriting........................ 65
Sale of Shares to Brunswick......... 66
Legal Opinions...................... 67
Experts............................. 67
Additional Information.............. 67
Index to Financial Statements....... F-1
</TABLE>

UNTIL JUNE 28, 1998 (25 DAYS AFTER THE COMMENCEMENT OF THE OFFERING), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING
IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN
ADDITION TO THE OBLIGATIONS OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING STABILIZING BIDS, SYNDICATE COVERING TRANSACTIONS, AND THE IMPOSITION
OF PENALTY BIDS. FOR A DISCUSSION OF THESE ACTIVITIES, SEE "UNDERWRITING."

THIS PROSPECTUS INCLUDES TRADEMARKS OF COMPANIES OTHER THAN THE COMPANY.
THESE TRADEMARKS ARE THE PROPERTY OF THEIR HOLDERS.

All industry statistics referenced in this Prospectus (including those set
forth under "Business -- U.S. Recreational Boating Industry") as well as
statements in the Prospectus that the Company is the largest recreational boat
dealer in the United States; that the Company is the nation's largest retailer
of Sea Ray, Boston Whaler, and other boats manufactured by Brunswick Corporation
("Brunswick"); that Brunswick is the world's largest manufacturer of
recreational boats; that the Company represented approximately 20% of all new
Sea Ray boat sales and approximately 5% of all Brunswick marine product sales
during calendar 1997; that the average boat retailer generated less than $3
million in annual sales in 1997 and the industry average selling price for a new
boat in 1997 was approximately $14,000; and that each of the Merged Companies
ranks in the top 25 Sea Ray dealers in the United States are based on the belief
of the Company, which takes into account the experience (averaging more than 21
years) of the Company's senior executives in the recreational boat industry and
available industry data.

3
<PAGE> 3

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and the financial statements,
including the notes thereto, appearing elsewhere in this Prospectus. Unless the
context otherwise requires, all references to "MarineMax" mean MarineMax, Inc.
prior to the effectiveness of the Mergers and Property Acquisitions
(collectively, the "Combination Transactions"), and all references to the
"Company" mean, as a combined company, MarineMax, Inc., the six recreational
boat dealers (the "Merged Companies") acquired by MarineMax in separate merger
transactions (the "Mergers"), and the property companies (the "Property
Companies") acquired by MarineMax in separate contribution transactions (the
"Property Acquisitions") and which own real properties used in the operations of
the Merged Companies. Unless otherwise indicated, the information set forth
herein assumes no exercise of the Underwriters' over-allotment option.

THE COMPANY

The Company is the largest recreational boat dealer in the United States in
terms of revenue. Through 28 retail locations in Florida, Texas, California,
Georgia, and Arizona, the Company sells new and used recreational boats,
including pleasure boats (such as sport boats, sport cruisers, sport yachts, and
yachts), fishing boats, bass boats, pontoon boats, and high-performance 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. See "Business." 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 84% of the Company's new boat sales
in calendar 1997, which the Company believes represented approximately 20% of
all new Sea Ray boat sales and approximately 5% of all Brunswick marine product
sales during that period. The Company acquired five of the Merged Companies and
the Property Companies on March 1, 1998 and acquired the sixth Merged Company on
April 30, 1998. See "Formation of the Company." Each Merged Company is a party
to a 10-year dealer agreement with Brunswick covering Sea Ray products. For the
12 months ended December 31, 1997, the Company had pro forma revenue of
approximately $233,779,000, pro forma operating income of approximately
$22,367,000, and pro forma net income of approximately $13,288,000 (assuming the
adjustments described herein had occurred as of January 1, 1997). MarineMax
itself, however, had no operations and generated no operating revenue prior to
its March 1, 1998 acquisition of five of the Merged Companies. The Company's
same-store sales increased by approximately 19% in calendar 1997, following 16%
and 15% increases in calendar 1996 and 1995, respectively.

The combination of the six Merged Companies permits the Company to
capitalize on the experience and success of each of the Merged Companies in
order to establish a new national standard of customer service and
responsiveness in the highly fragmented retail boating industry. The Merged
Companies were organized between 1946 and 1983, and each is the exclusive dealer
of Sea Ray boats in its geographic market and ranks in the top 25 Sea Ray
dealers in the United States. See "Formation of the Company." While the Company
believes the average new boat retailer generated less than $3 million in annual
sales in 1997, the retail locations of the Merged Companies averaged $10 million
in annual sales in 1997. As a result of the Company's emphasis on premium brand
boats, the Company's average selling price for a new boat in 1997 was
approximately $39,000 compared to the Company's estimated industry average
selling price of approximately $14,000. The senior executives of the Merged
Companies have an average of more than 21 years of experience in the
recreational boat industry and have maintained long-term business and personal
relationships with each other. The Company is adopting the best practices of the
Merged Companies 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 prime retail locations, extensive facilities, full range of services,
MarineMax Value-Price sales approach, and emphasis on customer service and
satisfaction before and after a boat sale are competitive advantages and enable
it to be more responsive to the needs of existing and prospective customers. See
"Business -- General."

4
<PAGE> 4

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. Based on the knowledge, experience, and
relationships of its senior executives as operators of privately owned dealers,
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 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 (813) 531-1700. The
Company was incorporated in the state of Delaware in January 1998.

STRATEGY

The Company's goal is to enhance its position as the leading operator of
recreational boat dealerships. Key elements of the Company's operating and
growth strategies include the following:

Operating Strategies

Implementing Best Practices. The Company is implementing the "best
practices" of each of the Merged Companies as appropriate throughout its
dealerships. In particular, the Company is phasing in throughout its dealerships
the MarineMax Value-Price sales approach, recently implemented at certain 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 will adopt, where beneficial, the best
practices of each Merged Company 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
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.

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 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 continues its customer service after the
sale by leading and sponsoring 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.

5
<PAGE> 5

The Company also endeavors to provide superior maintenance and repair services,
often at the customer's wet slip and with extended service department hours, to
minimize the hassles of boat maintenance.

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 was being utilized by each Merged Company
prior to the Mergers and was developed over the past six years through
cooperative efforts with a common vendor, enhances the Company's ability to
integrate successfully the operations of the Merged Companies 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 enables management to monitor each retail location's
operations on a daily basis in order to identify quickly areas requiring
additional focus.

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 will be on well-established,
high-end recreational boat dealers in geographic markets not currently served by
the Company, particularly geographic markets with strong boating demographics,
such as 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. The Company believes it will be 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. The Company's acquisition strategy depends on the
consent of Brunswick and possibly other manufacturers to the acquisitions of
their dealers. See "Risk Factors -- Necessity for Manufacturers' Consent to
Dealer Acquisitions and Market Expansion." 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 dealers desire to be acquired by the Company. Brunswick
consented to the acquisition of Stovall Marine, Inc. ("Stovall") by the Company
(the "Stovall Acquisition") on April 30, 1998 and agreed that the Stovall
Acquisition would not count against the 20% benchmark. See
"Business -- Brunswick Agreement Relating to Acquisitions." The Company has no
current or pending agreements, arrangements, plans, understandings, or
negotiations with respect to any material acquisitions.

operates one mall store and four floating retail facilities, and plans to open a
new mall store in 1998. Costs to open a new retail facility depend on many
factors, including whether the facility is leased or purchased and the location
of the facility. The Company has no current or pending plans, agreements,
arrangements, or negotiations with respect to opening any additional new
facilities. 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 "Risk Factors -- Risks Related to
Internal Growth and Operating Strategies; Management of Growth" and
"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 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. 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.

FORMATION AND STRUCTURE OF THE COMPANY

The Merged Companies consist of Bassett Boat Company of Florida (which
operates four retail locations in Florida); Louis DelHomme Marine (which
operates seven retail locations in Texas); Gulfwind USA, Inc. (which operates
three retail locations in Florida); Gulfwind South, Inc. (which operates two
retail locations in Florida); Harrison's Boat Center, Inc. and Harrison's Marine
Centers of Arizona, Inc. (which operate eight retail locations in California and
Arizona); and Stovall Marine, Inc. (which operates four retail locations in
Georgia). The Merged Companies are continuing their operations as wholly owned
subsidiaries of the Company. See "Formation of the Company -- The Merged
Companies and the Property Companies."

The senior executives of the Merged Companies have entered into five-year,
full-time employment agreements with the Company, and senior executives
constitute a majority of the Company's Board of Directors and executive
officers. The senior executive of each Merged Company will continue to be
responsible for the day-to-day operations of such Merged Company. See "Formation
of the Company," "Management," "Principal and Selling Stockholders," and
"Certain Transactions."

THE OFFERING

Common Stock offered by the
Company........................... 3,515,824 shares(1)
Common Stock offered by the
Selling Stockholders.............. 1,264,745 shares(2)
Common Stock to be outstanding
after the Offering................ 13,200,000 shares(3)
Use of proceeds................... To repay indebtedness, to enhance the
Company's management information system,
and to provide working capital and funds
for future acquisitions. See "Use of
Proceeds."
New York Stock Exchange symbol.... HZO
- ---------------
(1) Includes 1,861,200 shares being offered to Brunswick. See "Sale of Shares to
Brunswick."

(2) Assumes the Underwriters' over-allotment option is not exercised. See
"Underwriting."

(3) Does not include (a) 1,980,000 shares of Common Stock reserved for issuance
under the Company's 1998 Incentive Stock Plan, or (b) 500,000 shares of
Common Stock reserved for issuance under the Company's 1998 Employee Stock
Purchase Plan. See "Management -- 1998 Incentive Stock Plan" and
"Management -- Employee Stock Purchase Plan."

RISK FACTORS

The Common Stock offered hereby involves a high degree of risk. See "Risk
Factors." These risks include the impact of general economic conditions, the
Company's reliance on Brunswick, the Company's ability to acquire and integrate
the operations of additional dealers, the necessity for manufacturers' consent
to dealer acquisitions and market expansion, and manufacturers' control over
operations.

7
<PAGE> 7

SUMMARY CONSOLIDATED FINANCIAL DATA
(Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
----------------------------------------- -----------------------------------
PRO FORMA
AS ADJUSTED
1993 1994 1995 1996 1996 1997 1997(1)
-------- -------- -------- -------- -------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue................................. $111,543 $127,729 $152,889 $175,060 $136,325 $ 169,675 $ 188,419
Cost of sales........................... 86,799 98,295 116,896 132,641 101,993 127,418 141,287
-------- -------- -------- -------- -------- --------- ----------
Gross profit............................ 24,745 29,434 35,992 42,419 34,332 42,257 47,131
Selling, general, and
administrative expenses............... 19,637 22,925 28,374 34,449 22,035 25,723 25,021
Settlement obligation(3)................ -- -- -- -- -- -- --
-------- -------- -------- -------- -------- --------- ----------
Income (loss) from operations........... 5,108 6,510 7,619 7,970 12,297 16,535 22,110
Interest expense, net................... 1,140 392 949 1,268 1,006 1,381 559
-------- -------- -------- -------- -------- --------- ----------
Income (loss) before
tax provision......................... 3,968 6,118 6,670 6,702 11,290 15,154 21,551
Income tax provision (benefit).......... 1 1 (49) 21 527 411 8,299
-------- -------- -------- -------- -------- --------- ----------
Net income (loss)....................... $ 3,967 $ 6,117 $ 6,719 $ 6,681 $ 10,763 $ 14,743 $ 13,251
======== ======== ======== ======== ======== ========= ==========
Net income (loss) per share: Basic............................................................ $ 1.89 $ 1.00
========= ==========
Weighted average number of shares: Basic...................................................... 7,799,844 13,200,000
========= ==========

OTHER DATA:
Number of stores(4)..................... 15 17 20 19 19 20
Sales per store(5)...................... $ 8,004 $ 8,353 $ 8,706 $ 9,438 $ 7,113 $8,952
Same-store sales growth(6).............. 12% 12% 15% 16% 8% 22%

<CAPTION>
SIX MONTHS ENDED
MARCH 31,
----------------------------------
PRO FORMA
AS ADJUSTED
1997 1998 1998(2)
------- --------- ------------
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue................................. $87,779 $ 103,510 $ 111,154
Cost of sales........................... 68,531 80,438 86,662
------- --------- ----------
Gross profit............................ 19,247 23,072 24,493
Selling, general, and
administrative expenses............... 20,075 24,032 20,788
Settlement obligation(3)................ -- 15,000 15,000
------- --------- ----------
Income (loss) from operations........... (828) (15,960) (11,295)
Interest expense, net................... 525 1,000 306
------- --------- ----------
Income (loss) before
tax provision......................... (1,353) (16,961) (11,602)
Income tax provision (benefit).......... (485) (4,581) (4,562)
------- --------- ----------
Net income (loss)....................... $ (868) $ (12,380) $ (7,039)
======= ========= ==========
Net income (loss) per share: Basic...... $ (1.54) $ (0.53)
========= ==========
Weighted average number of shares: Basic 8,036,947 13,200,000
========= ==========
OTHER DATA:
Number of stores(4)..................... 21 24
Sales per store(5)...................... $ 4,592 $ 5,149
Same-store sales growth(6).............. 24% 19%
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, 1998
------------------------------------------
PRO FORMA
ACTUAL PRO FORMA(7) AS ADJUSTED(8)
-------- ------------ --------------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital............................................. $ 1,191 $ 1,215 $ 30,997
Total assets................................................ 108,275 123,506 123,506
Long-term debt (including current portion).................. 10,657 10,657 1,899
Total stockholders' equity.................................. 4,863 10,401 48,773
</TABLE>

(2) Pro forma as adjusted 1998 gives effect to (a) the Stovall Acquisition, (b)
certain pro forma adjustments to the historical financial statements, and
(c) the consummation of the Offering. See the Pro Forma Consolidated
Financial Statements and notes thereto for a description of the pro forma
adjustments.

(3) Consists of Brunswick settlement obligation. See "Risk Factors -- Necessity
for Manufacturers' Consent to Dealer Acquisitions and Market Expansion."

(4) Includes only those stores open at period end.

(5) Includes only those stores open for the entire preceding 12-month period.

(6) New stores are included in the comparable base at the beginning of the
store's thirteenth month of operations.

(7) The pro forma balance sheet has been adjusted to give effect to (a) the
Stovall Acquisition, and (b) certain pro forma adjustments to the historical
financial statements. See the Pro Forma Consolidated Financial Statements
and notes thereto for a description of the pro forma adjustments.

(8) Adjusted to reflect the consummation of the Offering and the application of
the estimated net proceeds to the Company therefrom. See "Use of Proceeds"
and the Pro Forma Consolidated Financial Statements and notes thereto for a
further description of the application of the net proceeds.

8
<PAGE> 8

RISK FACTORS

An investment in shares of Common Stock offered hereby involves a high
degree of risk. Prospective investors should consider carefully the following
risk factors, in addition to the other information contained in this Prospectus,
in evaluating an investment in shares of Common Stock offered hereby. This
Prospectus contains forward-looking statements that involve risks and
uncertainties and address, among other things, the Company's acquisition and
expansion strategy, use of proceeds, capital expenditures, liquidity,
third-party contractual arrangements, cost-reduction strategy, integration of
acquired companies, and product demand. Actual results may differ materially
from those discussed in forward-looking statements as a result of various
factors, including those set forth below.

RECENTLY COMBINED OPERATIONS; RISKS OF INTEGRATION

MarineMax was founded in January 1998 to acquire five businesses that
operated in the recreational boat industry under their principal owners for an
average of more than 21 years, but MarineMax itself conducted no operations and
generated no sales or revenue until the acquisitions of five of the Merged
Companies on March 1, 1998. The Merged Companies operated independently prior to
the Mergers, and the Company may not be able to integrate these businesses
successfully on an economic basis. The pro forma consolidated financial results
of MarineMax cover periods when MarineMax and the Merged Companies were not
under common management or control and are not necessarily indicative of the
results that would have been achieved if MarineMax and the Merged Companies had
been operated on an integrated basis or the results that may be realized on a
consolidated basis in the future. The Company had revenue of approximately $22.2
million for the month of March 1998.

The success of the Company will depend, in part, on the Company's ability
to integrate the operations of the Merged Companies 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 have operated independently in the recreational boat industry 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 "Formation of the Company," "Business -- Strategy,"
and "Management."

RELIANCE ON BRUNSWICK AND OTHER KEY MANUFACTURERS

Approximately 84% of the Company's revenue in calendar 1997 was derived
from sales of products manufactured by Brunswick, including 83% from Brunswick's
Sea Ray division. The remainder of the Company's revenue from new boat sales in
calendar 1997 was derived 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. In the
event that the operations of Brunswick or the Company's other manufacturers were
interrupted or discontinued, the Company could experience inventory shortfalls,
disruptions, or delays with respect to unfilled purchase orders then
outstanding. Although the Company believes that adequate alternate sources would
be available that could replace any manufacturer other than Brunswick as a
product source,
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<PAGE> 9

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 the Merged Companies, the Company maintains dealer agreements with
Brunswick covering Sea Ray products. The dealer agreement with each of the
Merged Companies 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 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 each of its
manufacturers, other than the Sea Ray division of Brunswick, pursuant to
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. In the event these arrangements were to change
or terminate for any reason, including changes in competitive, regulatory, or
marketing practices, the Company's business, financial condition, and results of
operations could be adversely affected. 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 "Risk Factors -- Boat Manufacturers'
Control Over Dealers" and "Business -- Operations -- Suppliers and Inventory
Management."

Brunswick's dealer agreement with each Merged Company 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 March 1998 Mergers. 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 consented to the changes in
the ownership of five of the Merged Companies resulting from the Mergers and the
Company agreed to pay Brunswick $15.0 million, together with accrued interest,
no later than December 31, 1998. In April 1998, Brunswick consented to the
Stovall Acquisition. In the absence of the Settlement Agreement, Brunswick could
have terminated the dealer agreement with each Merged Company. As a result of
the Settlement Agreement, Brunswick will no longer have the right to institute a
legal action to terminate the dealer agreements as a result of a change in
control. See "Formation of the Company -- The Mergers and Property
Acquisitions."

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."
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<PAGE> 10

INDUSTRY FACTORS

The recreational boating industry is cyclical and has been stagnant in
terms of 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 "Risk
Factors -- Impact of General Economic Conditions; Discretionary Consumer
Spending; and Changes in Tax Laws" and "Risk Factors -- Fuel Prices and Supply."
It is the Company's belief 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 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. As of the date of this Prospectus, the Company has no current or
pending agreements, arrangements, plans, understandings, or negotiations with
respect to any material acquisitions. The Company may issue Common Stock or
incur substantial indebtedness in making future acquisitions. See "Risk
Factors -- Future Capital Needs; Debt Service Requirements; Possible Dilution
Through Issuance of Stock," "Formation of the Company -- The Mergers and
Property Acquisitions," and "Certain Transactions -- The Mergers and Property
Acquisitions -- Terms of the Agreements." 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 "Risk Factors -- No Prior Market and Possible
Volatility of Stock Price."

The Company's ability to continue to grow through the acquisition of
additional dealers will depend upon (i) the availability of suitable acquisition
candidates at attractive purchase prices, (ii) the Company's ability to compete
effectively for available acquisition opportunities, and (iii) the availability
of funds or Common Stock with a sufficient market price to complete the
acquisitions. See "Business -- Strategy." The Company's future growth through
acquisitions also will depend upon its ability to obtain the requisite
manufacturer approvals. Alternatively, one or more manufacturers may attempt to
impose further restrictions on the Company in connection with their approval of
acquisitions. See "Risk Factors -- Necessity for Manufacturers' Consent to
Dealer Acquisitions and Market Expansion."

NECESSITY FOR MANUFACTURERS' CONSENT TO DEALER ACQUISITIONS AND MARKET EXPANSION

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<PAGE> 11

later than December 31, 1998. In April 1998, Brunswick consented to the Stovall
Acquisition. See "Formation of the Company -- The Mergers and Property
Acquisitions."

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.

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. The Stovall Acquisition will not count against
the 20% benchmark. 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, is contingent 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

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<PAGE> 12

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 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. A substantial portion of the proceeds of the Offering will be
applied to discharge certain liabilities of the Merged Companies and the
Property Companies outstanding at the effectiveness of the Mergers and the
Property Acquisitions, including $8.8 million of long-term indebtedness. To the
extent that 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.

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<PAGE> 13

The Company has a three-year, $105 million revolving line of credit, which
the Company believes is sufficient for its anticipated needs and reflects
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.

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 identification of new markets in which the Company can obtain
distribution rights to sell its existing or additional product lines, the
Company's financial capabilities, the hiring, training, and retention of
qualified personnel, and the timely integration of new retail locations into
existing operations. The strategy of growth through opening new retail locations
will further depend upon the Company's ability (i) to obtain the reliable data
necessary to determine the size and product preferences of such potential
markets in which the Company believes it can obtain adequate market penetration
at favorable operating margins without the acquisition of an existing dealer,
and (ii) to locate or construct suitable facilities at a reasonable cost in
those new markets. Costs to open a new retail facility depend on many factors,
including whether the facility is leased or purchased and the location of the
facility. The Company has no current or pending plans, agreements, arrangements,
or negotiations with respect to opening any additional new facilities. The
Company's dealer agreements with Brunswick require Brunswick's consent to open,
close, or change retail locations to 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 "Risk Factors -- 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 December 31, 1997, the average net
sales for the quarterly periods ended March 31, June 30, September 30, and
December 31 represented 23%, 31%, 25%, and 21%, 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

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<PAGE> 14

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 if 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. 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. Many of the 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. 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. In such event, there could be an immediate and significant
adverse effect on the trading price of the Common Stock. See "Risk Factors -- No
Prior Market and Possible Volatility of Stock Price," "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Quarterly Data
and Seasonality," and "Business -- Seasonality."

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 nor does it issue insurance policies on behalf of insurers. During 1997,
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."

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<PAGE> 15

DEPENDENCE ON KEY PERSONNEL

The Company believes its success depends, in large part, upon the
continuing efforts and abilities of its key management personnel, including
William H. McGill Jr., Richard R. Bassett, Louis R. DelHomme Jr., Richard C.
LaManna Jr., and Paul Graham Stovall, each of whom is a director and officer of
the Company and the senior executive of one of the Merged Companies. Although
the Company has a five-year employment agreement with each of these members of
key management, 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 these
individuals and their management teams to continue the operations of the Merged
Companies. 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 able to attract and
retain qualified replacement personnel could adversely affect the Company's
business. The Company maintains a key-man life insurance policy on Mr. McGill in
the amount of $6.0 million. See "Management."

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 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 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 ("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,

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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
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 believes that it does not have any material environmental
liabilities and that compliance with environmental laws, ordinances, and
regulations will not, 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 Merged Companies and Property
Companies have indemnified the Company for specific environmental issues
identified on certain environmental site assessments performed by the Company as
part of the Combination Transactions. 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
17
<PAGE> 17

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."

AMORTIZATION OF INTANGIBLE ASSETS

The Stovall Acquisition resulted in goodwill of approximately $4.9 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 pro forma 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

Certain of the Merged Companies and Property Companies incurred
indebtedness (including $10.7 million of long-term indebtedness) prior to the
Combination Transactions, substantially all of which was subject to personal
guarantees of their stockholders or owners and remained outstanding at the
effectiveness of the Combination Transactions. The guarantors (and the amount
guaranteed) include William H. McGill Jr., Chairman, President, and a principal
stockholder of the Company ($6,248,000); Jerry L. Marshall, a principal
stockholder of the Company ($1,071,000); and Richard C. LaManna Jr., a director,
officer, and principal stockholder of the Company, Richard C. LaManna III, an
executive officer and principal stockholder of the Company, and Darrell C.
LaManna, an executive officer and principal stockholder of the Company
($2,138,000). The Company intends to use a portion of the net proceeds from the
Offering to repay or refinance a substantial portion of this indebtedness,
including the indebtedness guaranteed by its stockholders, directors, and
officers. The Company leases two retail locations from an irrevocable trust of
which relatives of Louis R. DelHomme Jr., a director, officer, and principal
stockholder of the Company, are the beneficiaries; and four retail locations
from partnerships in which Paul Graham Stovall, a director, officer, and
principal stockholder, is an owner. The foregoing 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. The Company's senior executives will be released from personal
guarantees under the Company's line of credit upon the completion of the
Offering. See "Business -- Operations -- Inventory Financing" and "Certain
Transactions."

CONTROL BY OFFICERS, DIRECTORS, AND CERTAIN STOCKHOLDERS

Upon completion of the Offering, the Company's directors, executive
officers, and persons associated with them will own beneficially an aggregate of
approximately 52.8% of the issued and outstanding shares of Common Stock
(approximately 50.2% if the Underwriters' over-allotment option is exercised in
full). 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

18
<PAGE> 18

to corporate governance. This concentration of ownership also may have the
effect of delaying or preventing a change in control of the Company. See
"Principal and Selling Stockholders."

The Company, Brunswick, and the 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. See
"Description of Capital Stock -- Stockholders' and Governance Agreements."

NO PRIOR MARKET AND POSSIBLE VOLATILITY OF STOCK PRICE

There has been no public trading market for the Company's Common Stock
prior to the Offering. The initial public offering price of the Common Stock was
determined through negotiations between the Company and the Representatives of
the Underwriters based on factors described under "Underwriting" and may not be
indicative of the price at which the Common Stock will trade after the Offering.
The Common Stock has been approved for listing on the New York Stock Exchange.
However, there can be no assurance that an active trading market will develop
and continue after completion of the Offering or that the market price of the
Common Stock will not decline below the initial public offering price. It is
anticipated that there will be limited float in the market as a result of the
relatively low number of shares to be offered to the public, and fluctuations in
the market price for the Common Stock could be significant. Recent market
conditions for newly public companies are likely to result in significant
fluctuations in the market price for the Common Stock. In addition, the
Company's quarterly operating results in some future quarters could be below the
expectations of stock market analysts and investors as a result of variations in
operating results due to seasonality and other factors. See "Risk
Factors -- Impact of Seasonality and Weather on Operations." Future
announcements concerning the Company, including announcements regarding
acquisitions, litigation, and changes in earnings estimates published by
analysts, as well as announcements concerning governmental regulations, the
recreational boat industry, or the Company's suppliers or competitors may cause
the market price of the Common Stock to fluctuate significantly. Moreover, the
stock market in the past has experienced significant price and volume
fluctuations, which have not necessarily been related to corporate operating
performance. The volatility of the market could adversely affect the market
price of the Common Stock and the ability of the Company to raise equity in the
public markets. These fluctuations, as well as general economic, political, and
market conditions, such as recessions, may adversely affect the market price of
the Common Stock. See "Underwriting."

IMMEDIATE AND SUBSTANTIAL DILUTION

Purchasers of Common Stock in the Offering will experience immediate and
substantial dilution in the pro forma as adjusted net tangible book value of
their shares in the amount of $8.31 per share for Brunswick and $9.18 per share
for all other investors. If the Company issues additional Common Stock in the
future, including shares which may be issued pursuant to option grants and
future acquisitions, purchasers of Common Stock in the Offering may experience
further 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

19
<PAGE> 19

for such shares) to the extent of the Company's shares of authorized and
unissued capital stock. See "Dilution" and "Description of Capital Stock."

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, there will be 13,200,000 shares of Common
Stock outstanding. The 4,780,569 shares sold in the Offering will be freely
tradable without restriction or further registration under the Securities Act,
unless acquired by an "affiliate" of the Company, as that term is defined in
Rule 144 promulgated under the Securities Act ("Rule 144"); shares held by
affiliates of the Company will be subject to the resale limitations of Rule 144
described below. All of the 8,419,431 remaining outstanding shares of Common
Stock will be available for resale beginning one year after the respective dates
of the Combination Transactions, which occurred on March 1, 1998 and April 30,
1998, and subject to compliance with the provisions of Rule 144 under the
Securities Act. See "Shares Eligible for Future Sale." Further, the 1998
Incentive Stock Plan provides for the grant of stock options for up to 1,980,000
shares of Common Stock and the 1998 Employee Stock Purchase Plan provides for
the purchase of 500,000 shares of Common Stock by the Company's employees. The
Company intends to file registration statements with respect to the shares of
Common Stock issuable upon the exercise of all such options granted under the
1998 Incentive Stock Plan or offered under the 1998 Employee Stock Purchase
Plan. See "Management -- 1998 Incentive Stock Plan" and "Management -- Employee
Stock Purchase Plan."

In addition, the Company may issue additional shares of Common Stock as
part of any acquisition it may complete in the future. In connection with its
intention to consummate acquisitions, the Company intends to register 5,000,000
shares of Common Stock under the Securities Act during 1998 for use in
connection with future acquisitions. 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; however,
sales of these shares during the Lockup Period (as defined below) would require
the prior written consent of Smith Barney Inc. See "Business -- Strategy."

Sales of substantial amounts of Common Stock, or the perception that such
sales could occur, could adversely affect prevailing market prices of the Common
Stock. The Company, its officers and directors, the holders of substantially all
of the Common Stock, and Brunswick have agreed that, until 180 days following
the date of this Prospectus (the "Lockup Period"), they will not, without the
prior written consent of Smith Barney Inc., sell, offer to sell, solicit any
offer to buy, contract to sell, grant any option to purchase, or otherwise
transfer or dispose of any shares of Common Stock, or any securities convertible
into, or exercisable or exchangeable for, Common Stock, except that the Company
may grant options under the 1998 Incentive Stock Plan and may issue shares of
Common Stock (i) in connection with acquisitions, (ii) pursuant to the 1998
Employee Stock Purchase Plan, and (iii) pursuant to the exercise of options
granted under the 1998 Incentive Stock Plan. See "Underwriting."

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 Merged Companies.
As a holding company without independent means of generating operating revenue,
the Company depends on dividends and other payments from its subsidiaries to
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 declared or paid cash dividends on its Common Stock
and does not anticipate paying cash dividends in the foreseeable future.
Moreover, the Company's financing covenants under certain of the Company's loan
agreements restrict its ability to pay dividends. See "Dividend Policy."

20
<PAGE> 20

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 in the Bylaws with no minimum or maximum number of directors required
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 Merged Companies are exempted from the application of Section 203. See
"Management" and "Description of Capital Stock -- Delaware General Corporation
Law and Certain Charter Provisions." 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 "Risk Factors -- 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. See "Description of Capital Stock -- Stockholders' and Governance
Agreements."

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.

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<PAGE> 21

FORMATION OF THE COMPANY

MARINEMAX

MarineMax was incorporated in Delaware in January 1998. On March 1, 1998
and April 30, 1998, MarineMax acquired in the Combination Transactions the
Merged Companies, each of which operates recreational boat dealerships, and the
affiliated Property Companies that own real properties used in the operations of
the Merged Companies. See "Certain Transactions -- The Mergers and Property
Acquisitions -- Terms of the Agreements." As a result, the Company became the
largest recreational boat dealer in the United States. Upon the consummation of
the March 1998 Combination Transactions, the Company commenced the integration
of the Merged Companies 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 believes that this integration also provides career advancement
opportunities to incentivize and retain key employees, mitigates the impact of
local or regional economic downturns or poor weather conditions by geographic
diversity, creates marketing and sales synergies among its dealerships, enables
each dealership to offer its customers enhanced product offerings and financing
and insurance products, and improves financial, managerial, and other resources.

THE MERGERS AND PROPERTY ACQUISITIONS

On March 1, 1998, MarineMax acquired in separate merger transactions all of
the issued and outstanding capital stock of five of the Merged Companies in
exchange for shares of Common Stock. Simultaneously with the Mergers, MarineMax
acquired in separate contribution transactions all of the beneficial interests
of each of the Property Companies in exchange for shares of Common Stock. In
connection with these Combination Transactions, MarineMax issued an aggregate of
9,191,869 shares of Common Stock to the stockholders of the Merged Companies and
the owners of the Property Companies. On April 30, 1998, the Company acquired in
a separate merger transaction all of the issued and outstanding stock of
Stovall, the sixth Merged Company, for 492,306 shares of the Company's Common
Stock, at which time Stovall became a wholly owned subsidiary of the Company,
and the Company and affiliates of Stovall entered into leases for the four
retail locations of Stovall. Immediately prior to the Mergers, each of the
Merged Companies that was an S corporation incurred a distribution payable to
its stockholders in an amount anticipated to approximate the related income tax
obligations of such stockholders for the period from January 1, 1998 through the
date of the Mergers. As a result of the consummation of the Mergers and Property
Acquisitions, the aggregate long-term indebtedness of the Company includes $10.7
million of indebtedness of the Merged Companies and Property Companies that was
outstanding at the time of the Combination Transactions. Except for the Stovall
Acquisition, the Combination Transactions have been accounted for under the
"pooling-of-interests" accounting method. The Stovall Acquisition is being
accounted for under the "purchase" accounting method.

The number of shares of Common Stock issued to the stockholders of each
Merged Company and Property Company was determined based on negotiations between
MarineMax and those companies. No third-party valuation or appraisal was
conducted, other than an appraisal of the properties of the Property Companies,
regarding the Merged Companies. The factors considered by the parties in
determining the number of shares of Common Stock issued in connection with each
of the Mergers consisted of historical cash flows and pro forma operating
results, and the number of shares issued in connection with each of the Property
Acquisitions was based on the appraised values of the respective properties of
the Property Companies. With the exception of the number of shares of Common
Stock issued in connection with each Combination Transaction, the acquisition of
each Merged Company and each Property Company was subject to substantially the
same terms and conditions as those to which the acquisition of each other Merged
Company and each other Property Company, respectively, was subject. See "Certain
Transactions -- The Mergers and Property Acquisitions -- Terms of the
Agreements" for a description of the terms and conditions of the merger
agreements between MarineMax and the Merged Companies (the "Merger Agreements")
and of the contribution agreements between MarineMax and the Property Companies
(the "Contribution Agreements").

Brunswick's dealer agreement with each Merged Company by its terms required
the Merged Company to obtain Brunswick's consent to any change in the ownership
of the Merged Company. Brunswick and the
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<PAGE> 22

Company disputed the applicability of the change in control provisions to the
March 1998 Mergers. 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 consented to the changes in the ownership of five of the
Merged Companies resulting from the Mergers and the Company agreed to pay
Brunswick $15.0 million, together with accrued interest, no later than December
31, 1998. On April 28, 1998, Brunswick consented to the acquisition of the sixth
Merged Company.

The following table sets forth information concerning the Common Stock
issued in connection with the Combination Transactions and the approximate
long-term indebtedness of the Merged Companies and Property Companies
outstanding at the time of the Combination Transactions:

<TABLE>
<CAPTION>
SHARES OF
COMMON LONG-TERM
STOCK OUTSTANDING DEBT
--------- ----------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
MERGED COMPANIES:
Bassett..................................................... 2,686,295 $ 0
DelHomme (includes DelHomme Realty, Inc.)................... 1,329,266 0
Gulfwind USA................................................ 2,032,913 6,248
Gulfwind South.............................................. 808,172 171
Harrison's.................................................. 943,197 148
Stovall..................................................... 492,306
--------- -------
Total............................................. 8,292,149 $ 6,567
--------- -------
PROPERTY COMPANIES:
Bassett Boat Company........................................ 51,921 $ 0
Bassett Realty, L.L.C....................................... 1,074,870 0
Gulfwind South Realty, L.L.C................................ 19,242 2,100
Harrison's Realty, L.L.C.................................... 113,409 900
Harrison's Realty California, L.L.C......................... 132,584 1,090
--------- -------
Total............................................. 1,392,026 4,090
--------- -------
Total Consideration in Combination Transactions............. 9,684,176 $10,657
========= =======
</TABLE>

THE MERGED COMPANIES AND PROPERTY COMPANIES

Bassett Boat Company of Florida, Bassett Realty, L.L.C., and Bassett Boat
Company ("Bassett")

Founded in 1979, Bassett operates recreational boat dealerships at four
retail locations in Miami, Palm Beach, Pompano Beach, and Stuart, Florida, and
has approximately 95 employees. Bassett offers Sea Ray pleasure boats and Boston
Whaler fishing boats. Bassett's revenue for the 12 months ended December 31,
1997 was approximately $60.5 million.

In connection with the Bassett merger, the Company acquired the five
properties used in Bassett's operations by acquiring all of the stock of Bassett
Boat Company and all of the beneficial interest in Bassett Realty, L.L.C.,
affiliates of Bassett that own such properties. See "Business -- Properties" for
a description of such properties. Richard R. Bassett, the president and owner of
Bassett, also entered into a five-year covenant not to compete and a five-year
employment agreement with the Company and became a director and Senior Vice
President of the Company. See "Management -- Employment Agreements" and "Certain
Transactions -- The Mergers and Property Acquisitions -- Terms of the
Agreements."

11502 Dumas, Inc. d/b/a Louis DelHomme Marine ("DelHomme")

Founded in 1971, DelHomme operates recreational boat dealerships at seven
retail locations in Fort Worth, Lewisville (Dallas), League City, Montgomery,
and Houston, Texas, and has approximately 75 employees. DelHomme offers Sea Ray
pleasure boats; Baja high-performance boats; Sea Hunt, Sea Pro,

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<PAGE> 23

Century, and Challenger fishing boats; and Smokercraft pontoon boats. DelHomme's
revenue for the 12 months ended December 31, 1997 was approximately $39.7
million.

As part of the DelHomme merger, the Company acquired a floating facility
used as a retail facility in DelHomme's League City operations. In addition, the
Company leases three properties used in DelHomme's Houston operations (including
two retail facilities and one warehouse facility) from affiliates of Mr.
DelHomme. See "Business -- Properties" for a description of such properties.
Louis R. DelHomme Jr., the president and principal owner of DelHomme, also
entered into a five-year covenant not to compete and a five-year employment
agreement with the Company and became a director and Senior Vice President of
the Company. See "Management -- Employment Agreements," "Certain
Transactions -- The Mergers and Property Acquisitions -- Terms of the
Agreements," and "Certain Transactions -- Leases of Real Properties from
Affiliates."

Gulfwind USA, Inc. ("Gulfwind USA")

Founded in 1973, Gulfwind USA operates recreational boat dealerships at
three retail locations in Tampa and Clearwater, Florida, and has approximately
82 employees. Gulfwind USA offers Sea Ray pleasure boats and Boston Whaler
fishing boats. Gulfwind USA's revenue for the 12 months ended December 31, 1997
was approximately $45.2 million.

As part of the Gulfwind USA merger, the Company acquired two of the
properties used in Gulfwind USA's operations that were owned by Gulfwind USA
prior to the Merger. See "Business -- Properties" for a description of such
properties. William H. McGill Jr., the president and principal owner of Gulfwind
USA and President and Chief Executive Officer of the Company, also entered into
a five-year covenant not to compete and a five-year employment agreement with
the Company and became Chairman of the Board of Directors of the Company. See
"Management -- Employment Agreements" and "Certain Transactions -- The Mergers
and Property Acquisitions -- Terms of the Agreements."

Gulfwind South, Inc. and Gulfwind South Realty, L.L.C. ("Gulfwind South")

Founded in 1983, Gulfwind South operates recreational boat dealerships at
two locations in Fort Myers and Naples, Florida and has approximately 43
employees. Gulfwind South offers Sea Ray pleasure boats. Gulfwind South's
revenue for the 12 months ended December 31, 1997 was approximately $28.5
million.

In connection with the Gulfwind South merger, the Company acquired one of
the properties used in Gulfwind South's operations by acquiring all of the
beneficial interest in Gulfwind South Realty, L.L.C., an affiliate of Gulfwind
South that owns such property. See "Business -- Properties" for a description of
such property. See "Certain Transactions -- The Mergers and Property
Acquisitions -- Terms of the Agreements."

Harrison's Boat Center, Inc. and Harrison's Marine Centers of Arizona, Inc.
("Harrison's") and Harrison's Realty, L.L.C. and Harrison's Realty California,
L.L.C.

Founded in 1978, Harrison's operates recreational boat dealerships at eight
retail locations in Oakland, Oakley, Redding, Santa Rosa, and Sacramento,
California, and Tempe, Arizona, and has approximately 158 employees. Harrison's
offers Sea Ray pleasure boats, Malibu ski boats, Starcraft and Boston Whaler
fishing boats, Starcraft pontoon boats, Baja high-performance boats, Bombardier
Sea Doo and Yamaha personal watercraft, and Gregor and Generation 3 aluminum
boats. Harrison's revenue for the 12 months ended December 31, 1997 was
approximately $46.2 million.

In connection with the Harrison's merger, the Company acquired three of the
properties used in Harrison's operations by acquiring all of the beneficial
interest in Harrison's Realty L.L.C. and Harrison's Realty California, L.L.C.,
affiliates of Harrison's that own such properties. See "Business -- Properties"
for a description of such properties. Richard C. LaManna Jr., the president and
principal owner of Harrison's, also entered into a five-year covenant not to
compete and a five-year employment agreement with the Company and became a
director and Senior Vice President of the Company. Each of the two other
stockholders of Harrison's, Richard C. LaManna III, the secretary and treasurer
of Harrison's, and Darrell C. LaManna, the vice president of Harrison's, entered
into a five-year covenant not to compete and a five-year employment agreement
with the Company. In addition, each of Richard C. LaManna III and Darrell C.
LaManna

24
<PAGE> 24

became Vice President of the Company. See "Management -- Employment Agreements"
and "Certain Transactions -- The Mergers and Property Acquisitions -- Terms of
the Agreements."

Stovall Marine, Inc.

Founded in 1946, Stovall operates recreational boat dealerships at four
retail locations in Kennesaw (Atlanta), Augusta, Forest Park (Atlanta), and Lake
Lanier, Georgia, and has approximately 64 employees. Stovall offers Sea Ray
pleasure boats, Boston Whaler and SeaPro fishing boats, and Challenger bass
boats. Stovall's revenue for the 12 months ended December 31, 1997 was
approximately $19.7 million. See the Pro Forma Consolidated Financial Statements
and the notes thereto.

In connection with the Stovall Acquisition, Paul Graham Stovall, president
of Stovall, entered into a five-year covenant not to compete and a five-year
employment agreement with the Company. Upon consummation of the Stovall
Acquisition, the Company entered into leases for the four properties used in
Stovall's operations from affiliates of Stovall, at fair market rental values.
See "Business -- Properties" for a description of such properties and "Certain
Transactions -- Leases of Real Properties From Affiliates."

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 3,515,824 shares of
Common Stock offered by the Company hereby, after deducting estimated
underwriting discounts and expenses, are estimated to be approximately $38.4
million, at the initial public offering price of $12.50 per share. The Company
expects to use $19.2 million to repay term indebtedness and amounts owed to
related parties of the Merged Companies and Property Companies existing at the
effectiveness of the Mergers and Property Acquisitions, $1.5 million to enhance
its management information system, and the remainder for working capital and
general corporate purposes, including acquisitions and opening new retail
facilities. See "Formation of the Company -- The Mergers and Property
Acquisitions," "Certain Transactions -- The Mergers and Property Acquisitions --
Terms of the Agreements," "Underwriting," and "Sale of Shares to Brunswick."

The Company believes that undertaking the Offering at this time will
facilitate the Company's ability to grow through the acquisition of additional
recreational boat dealers and the opening of new retail facilities and, as
stated above, plans to use a significant portion of the net proceeds of the
Offering, as well as its Common Stock, for these purposes. As of the date of
this Prospectus, however, the Company has no current or pending agreements to
effect any acquisitions or open any new facilities. Accordingly, management will
have substantial discretion in the use of a large portion of the net proceeds of
the Offering to be received by the Company. The acquisitions of dealers and the
opening of new retail facilities also generally require the consent of
applicable manufacturers. See "Risk Factors -- Necessity for Manufacturers'
Consent to Dealer Acquisitions and Market Expansion." As a result of these and
other factors, there can be no assurance that any dealer acquisitions or
facility openings will be completed or, if completed, will be completed on terms
favorable to the Company. Pending application of the net proceeds as described
above, the Company intends to invest the net proceeds in short-term,
interest-bearing, investment grade securities. See "Business -- Strategy."

The Company will not receive any of the net proceeds from the sale of
shares of Common Stock by the Selling Stockholders. See "Principal and Selling
Stockholders."

DIVIDEND POLICY

The Company currently intends to retain its earnings to support the growth
and development of its business and has no present intention of paying any
dividends on its Common Stock in the foreseeable future. Any future declaration
of dividends will be subject to the discretion of the Board of Directors of the
Company and will depend on the Company's financial condition, operating results,
capital requirements, contractual restrictions with respect to the payment of
dividends, and such other factors as the Board of Directors deems relevant.

25
<PAGE> 25

CAPITALIZATION

The following table sets forth the Company's capitalization at March 31,
1998 (i) on an historical basis; (ii) on a pro forma basis giving effect to the
Stovall Acquisition; and (iii) as adjusted to reflect the sale of the shares of
Common Stock offered by the Company hereby at the initial offering price of
$12.50 per share and the application of the estimated net proceeds therefrom as
described in "Use of Proceeds." This table should be read in conjunction with
the financial statements, including the notes thereto, included elsewhere in
this Prospectus.

<TABLE>
<CAPTION>
MARCH 31, 1998
-----------------------------------------
PRO FORMA
ACTUAL PRO FORMA(1) AS ADJUSTED(2)
------- ------------ --------------
<S> <C> <C> <C>
Short-term debt (including current portion of long-term
debt)................................................ $19,418 $19,418 $15,048
Long-term debt, excluding current portion.............. 10,440 10,440 1,851
------- ------- -------
Stockholders' equity:
Preferred Stock, $.001 par value, 5,000,000 shares
authorized; none outstanding...................... -- -- --
Common Stock, $.001 par value, 40,000,000 shares
authorized; 9,191,870 shares issued and
outstanding before the Offering; 9,684,176 shares
issued and outstanding pro forma; 13,200,000
shares issued and outstanding pro forma as
adjusted(3)....................................... 9 10 13
Additional paid-in capital........................... 7,117 12,654 51,023
Retained earnings.................................... (2,263) (2,263) (2,263)
------- ------- -------
Total stockholders' equity........................... 4,863 10,401 48,773
------- ------- -------
Total capitalization................................... $34,721 $40,259 $65,672
======= ======= =======
</TABLE>

- ---------------
(1) Reflects pro forma adjustments giving effect to the Stovall Acquisition and
certain other pro forma entries as described in the Pro Forma Consolidated
Financial Statements and the notes thereto.

(2) Reflects pro forma adjustments giving effect to the Offering and the
application of the estimated net proceeds therefrom as described in "Use of
Proceeds." Short-term debt includes the Brunswick settlement obligation
until its maturity on December 31, 1998.

26
<PAGE> 26

DILUTION

The pro forma net tangible book value of the Company at March 31, 1998 was
$5.5 million, or $.57 per share of Common Stock. "Pro forma net tangible book
value per share" is the pro forma tangible net worth (total tangible assets less
total liabilities) of the Company divided by the number of shares of Common
Stock outstanding without giving effect to the sale of shares of Common Stock
sold in connection with the Offering. After giving effect to the sale of the
shares of Common Stock offered by the Company in the Offering at the initial
public offering price of (a) $11.625 per share to Brunswick (rounded to $11.63
for presentation purposes; see "Sale of Shares to Brunswick"), and (b) $12.50
per share (before deducting underwriting discounts) to all other new investors
(the "Other Investors") and the application of the net proceeds therefrom (after
deducting underwriting discounts and estimated offering expenses) as described
under "Use of Proceeds," the combined net tangible book value of the Company at
March 31, 1998 would have been $43.9 million or $3.32 per share, representing an
immediate increase in net tangible book value of $2.75 per share to existing
stockholders and an immediate dilution of $8.31 and $9.18 per share to Brunswick
and the Other Investors, respectively. The following table illustrates this
dilution on a per share basis:

<TABLE>
<CAPTION>
OTHER
BRUNSWICK INVESTORS
--------- ---------
<S> <C> <C>
Initial public offering price per share..................... $11.63 $12.50
Pro forma net tangible book value per share as of March
31, 1998............................................... .57 .57
Increase in pro forma net tangible book value per share
attributable to shares sold in the Offering............ 2.75 2.75
------ ------
Pro forma as adjusted net tangible book value per share
after the Offering........................................ 3.32 3.32
------ ------
Pro forma as adjusted dilution in net tangible book value
per share................................................. $ 8.31 $ 9.18
====== ======
</TABLE>

The following table sets forth at March 31, 1998, after giving effect to
the sale of the Common Stock offered hereby, (i) the number of shares of Common
Stock purchased by existing stockholders from the Company and the total
consideration (including the fair value of the shares of Common Stock issued to
the owners of the Merged Companies and Property Companies) and the average price
per share paid to the Company for such shares; (ii) the number of shares of
Common Stock purchased from the Company by Brunswick and the Other Investors in
the Offering and the total consideration and the price per share paid by them
for shares purchased from the Company; and (iii) the percentage of shares
purchased from the Company by existing stockholders, Brunswick, and the Other
Investors and the percentages of consideration paid to the Company for such
shares by existing stockholders, Brunswick, and the Other Investors (dollars in
thousands, except per share amounts).

<TABLE>
<CAPTION>
TOTAL CONSIDERATION AVERAGE
SHARES PURCHASED TO COMPANY PRICE
--------------------- -------------------- PER
NUMBER PERCENT AMOUNT PERCENT SHARE
---------- ------- -------- -------- -------
<S> <C> <C> <C> <C> <C>
Existing stockholders(1)(2)(3)............ 9,684,176 73.4% $19,068 27.3% $ 1.97
Brunswick(3).............................. 1,861,200 14.1 21,636 37.2 11.63
Other Investors(3)........................ 1,654,624 12.5 20,683 35.5 12.50
---------- ---- ------- ----
Total........................... 13,200,000 100% $61,387 100%
========== ==== ======= ====
</TABLE>

- ---------------
(1) See "Certain Transactions -- The Mergers and Property Acquisitions -- Terms
of the Agreements." Does not include (a) 1,980,000 shares of Common Stock
reserved for issuance under the Company's 1998 Incentive Stock Plan, or (b)
500,000 shares of Common Stock reserved for issuance under the Company's
1998 Employee Stock Purchase Plan. See "Management -- 1998 Incentive Stock
Plan" and "Management -- Employee Stock Purchase Plan."

(2) Includes shares of Common Stock issued and the total consideration received
by the Company in connection with the Stovall Acquisition.

(3) Sales by the Selling Stockholders in the Offering will reduce the number of
shares held by existing stockholders to 8,419,431 shares or 63.8% (7,981,526
shares or 60.5% if the Underwriters' over-allotment option is exercised in
full) of the total number of shares of Common Stock outstanding after the
Offering and will increase the number of shares to be purchased by the Other
Investors to 4,780,569 or 36.2% (5,218,474 or 39.5% if the Underwriters'
over-allotment option is exercised in full) of the total number of shares of
Common Stock outstanding after the Offering. See "Principal and Selling
Stockholders."

27
<PAGE> 27

SELECTED FINANCIAL DATA

(In thousands, except per share 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 Prospectus. The Balance Sheet Data as of
December 31, 1995 and 1996 and September 30, 1997 and the Statements of
Operations Data for the years ended December 31, 1995 and 1996 and the nine
months ended September 30, 1997 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
Prospectus. The Balance Sheet Data as of December 31, 1993 and 1994 and the
Statements of Operations Data for the years ended December 31, 1993 and 1994 and
the nine months ended September 30, 1996 and the six-month period ended March
31, 1997 and 1998 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 for the six months ended March 31, 1998 are not necessarily indicative of
the results to be expected for the entire fiscal year ending September 30, 1998.
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 Prospectus.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------------------
YEAR ENDED DECEMBER 31, PRO FORMA
----------------------------------------- AS ADJUSTED
1993 1994 1995 1996 1996 1997 1997(1)
-------- -------- -------- -------- -------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:

Revenue............................ $111,543 $127,729 $152,889 $175,060 $136,325 $ 169,675 $ 188,419
Cost of sales...................... 86,799 98,295 116,896 132,641 101,993 127,418 141,287
-------- -------- -------- -------- -------- ---------- ----------
Gross profit....................... 24,745 29,434 35,992 42,419 34,332 42,257 47,131
Selling, general, and
administrative expenses........... 19,637 22,925 28,374 34,449 22,035 25,723 25,021
Settlement obligation(3)........... -- -- -- -- -- -- --
-------- -------- -------- -------- -------- ---------- ----------
Income (loss) from operations...... 5,108 6,510 7,619 7,970 12,297 16,535 22,110
Interest expense, net.............. 1,140 392 949 1,268 1,006 1,381 559
-------- -------- -------- -------- -------- ---------- ----------
Income (loss) before tax
provision......................... 3,968 6,118 6,670 6,702 11,290 15,154 21,551
Income tax provision (benefit)..... 1 1 (49) 21 527 411 8,299
-------- -------- -------- -------- -------- ---------- ----------
Net income......................... $ 3,967 $ 6,117 $ 6,719 $ 6,681 $ 10,763 $ 14,743 $ 13,251
======== ======== ======== ======== ======== ========== ==========
Net income (loss) per common share: Basic................................................ $ 1.89 $ 1.00
==== =====
Weighted average number of shares: Basic................................................. 7,799,844 13,200,000
======= =========

OTHER DATA:
Number of stores(4)................ 15 17 20 19 19 20
Sales per store(5)................. $ 8,004 $ 8,353 $ 8,706 $ 9,438 $ 7,113 $ 8,952
Same-store sales growth(6)......... 12% 12% 15% 16% 8% 22%

<CAPTION>
SIX MONTHS ENDED
MARCH 31,
----------------------------------
PRO FORMA
AS ADJUSTED
1997 1998 1998(2)
------- ---------- -----------
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue............................ $87,779 $ 103,510 $ 111,154
Cost of sales...................... 68,531 80,438 86,662
------- ---------- -----------
Gross profit....................... 19,247 23,072 24,493
Selling, general, and
administrative expenses........... 20,075 24,032 20,788
Settlement obligation(3)........... -- 15,000 15,000
------- ---------- -----------
Income (loss) from operations...... (828) (15,960) (11,295)
Interest expense, net.............. 525 1,000 306
------- ---------- -----------
Income (loss) before tax
provision......................... (1,353) (16,961) (11,602)
Income tax provision (benefit)..... (485) (4,581) (4,562)
------- ---------- -----------
Net income......................... $ (868) $ (12,380) $ (7,039)
======= ========== ===========
Net income (loss) per common share: $ (1.54) $ (0.53)
==== =====
Weighted average number of shares: 8,036,947 13,200,000
======= ========
OTHER DATA:
Number of stores(4)................ 21 24
Sales per store(5)................. $ 4,592 $ 5,149
Same-store sales growth(6)......... 24% 19%
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, 1998
DECEMBER 31, SEPTEMBER 30, ------------------------------------
------------------------------------- ------------- PRO PRO FORMA
1993 1994 1995 1996 1997 ACTUAL FORMA(7) AS ADJUSTED(8)
------- ------- ------- ------- ------------- -------- -------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:

Working capital.................... $10,121 $ 7,349 $ 7,381 $ 8,222 $20,779 $ 1,191 $ 1,215 $ 30,997
Total assets....................... 37,200 43,151 51,776 67,856 75,373 108,275 123,506 123,506
Long-term debt (including current
portion).......................... 1,624 1,162 1,076 1,095 6,955 10,657 10,657 1,899
Total stockholders' equity......... 11,890 10,263 11,125 12,317 20,328 4,863 10,401 48,773
</TABLE>

- ---------------
(1) Pro forma as adjusted 1997 gives effect to (a) the Stovall Acquisition, (b)
certain pro forma adjustments to the historical financial statements, and
(c) the consummation of the Offering. See the Pro Forma Consolidated
Financial Statements and notes thereto for a description of the pro forma
adjustments.
(2) Pro forma as adjusted 1998 gives effect to (a) the Stovall Acquisition, (b)
certain pro forma adjustments to the historical financial statements, and
(c) the consummation of the Offering. See the Pro Forma Consolidated
Financial Statements and notes thereto for a description of the pro forma
adjustments.
(3) Consists of Brunswick settlement obligation. See "Risk Factors -- Necessity
for Manufacturers' Consent to Dealer Acquisitions and Market Expansion."
(4) Includes only those stores open at period end.
(5) Includes only those stores open for the entire preceding 12-month period.
(6) New stores are included in the comparable base at the beginning of the
store's thirteenth month of operations.
(7) The pro forma balance sheet has been adjusted to give effect to (a) the
Stovall Acquisition, and (b) certain pro forma adjustments to the historical
financial statements. See the Pro Forma Consolidated Financial Statements
and notes thereto for a description of the pro forma adjustments.
(8) Adjusted to reflect the consummation of the Offering and the application of
the estimated net proceeds to the Company therefrom. See "Use of Proceeds"
and the Pro Forma Consolidated Financial Statements and notes thereto for a
further description of the application of the net proceeds.

28
<PAGE> 28

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company is the largest recreational boat dealer in the United States in
terms of revenue. Through 28 retail locations in five 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.

The Company was formed in January 1998 and merged with five recreational
boat dealers on March 1, 1998 and an additional recreational boat dealer on
April 30, 1998 (the "Merged Companies"). The Merged Companies had an average
operating history of 21 years under the ownership existing at the time of the
Mergers. The discussion below does not include the sixth Merged Company as a
result of its acquisition date. Each of the Merged Companies historically
operated with a calendar year end, but adopted the September 30 year end of
MarineMax upon completion of the Mergers. The September 30 year end more closely
conforms to the natural business cycle of the Company. The following discussion
compares the six months ended March 31, 1998 to the six months ended March 31,
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 Prospectus.

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
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 Merged 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 Merged Companies include compensation to employee-stockholders
totaling $5.4 million and $5.9 million for the six months ended March 31, 1998
and 1997, respectively, $4.1 million and $3.8 million for the nine months ended
September 30, 1997 and 1996, respectively, and $9.2 million and $6.9 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
Merged 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. See "Management -- Employment Agreements." This compensation
differential has been reflected in the Pro Forma Consolidated Statement of
Operations.

29
<PAGE> 29

RESULTS OF OPERATIONS

The following table sets forth certain selected financial data as a
percentage of revenue for the periods indicated:
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
----------------------------------- -----------------------------------
1995 1996 1996 1997
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue................. $152,889 100.0% $175,060 100.0% $136,325 100.0% $169,675 100.0%
Cost of sales........... 116,896 76.5% 132,641 75.8% 101,993 74.8% 127,418 75.1%
-------- -------- -------- --------
Gross profit............ 35,992 23.5% 42,419 24.2% 34,332 25.2% 42,257 24.9%
Selling, general, and
administrative
expenses.............. 28,374 18.6% 34,449 19.7% 22,035 16.2% 25,723 15.2%
Settlement obligation... -- 0.0% -- 0.0% -- 0.0% -- 0.0%
-------- -------- -------- --------
Income (loss) from
operations............ 7,619 5.0% 7,970 4.6% 12,297 9.0% 16,535 9.7%
Interest expense, net... 949 0.6% 1,268 0.7% 1,006 0.7% 1,381 0.8%
-------- -------- -------- --------
Income (loss) before tax
provision............. $ 6,670 4.4% $ 6,702 3.8% $ 11,290 8.3% $ 15,154 8.9%

SIX MONTHS ENDED MARCH 31,
----------------------------------
1997 1998
--------------- ----------------
<S> <C> <C> <C> <C>
Revenue................. $87,779 100.0% $103,510 100.0%
Cost of sales........... 68,531 78.1% 80,438 77.7%
------- --------
Gross profit............ 19,247 21.9% 23,072 22.3%
Selling, general, and
administrative
expenses.............. 20,075 22.9% 24,032 23.2%
Settlement obligation... -- 0.0% 15,000 14.5%
------- --------
Income (loss) from
operations............ (828) (0.9%) (15,960) (15.4%)
Interest expense, net... 525 0.6% 1,000 1.0%
------- --------
Income (loss) before tax
provision............. $(1,353) (1.5%) $(16,961) (16.4%)
</TABLE>

Six Months Ended March 31, 1998 Compared to Six Months Ended March 31, 1997

Revenue. Revenue increased $15.7 million, or 17.9%, to $103.5 million for
the six-month period ended March 31, 1998 from $87.8 million for the six-month
period ended March 31, 1997. Of this increase, $16.3 million was attributable to
19.2% growth in comparable stores sales in 1998. The offsetting difference
primarily related to a store that was relocated during the comparable period.
The increase in comparable store sales for the six-month period ended March 31,
1998 resulted primarily from implementation of the MarineMax Value-Price sales
approach which management believes has resulted in an increased closing rate on
sales, increased access to all MarineMax store inventory since the Mergers,
which assists the Company's retail locations in offering the products customers
desire, and including the recognition that the Company carries lines such as
Boston Whaler.

Gross Profit. Gross profit increased $3.9 million, or 19.9%, to $23.1
million for the six-month period ended March 31, 1998 from $19.2 million for the
six-month period ended March 31, 1997. Gross profit as a percentage of revenue
increased to 22.3% in 1998 from 21.9% in 1997. The increase in gross profit
margin was attributable to sales of products or services that historically
result in higher gross profits, such as finance and insurance contracts, parts
and repair services as well as the implementation of the MarineMax Value-Price,
which generally results in improved overall gross profit margins.

Selling, General, and Administrative Expenses. Selling, general, and
administrative expenses increased by approximately $4.0 million, or 19.7%, to
$24.0 million for the six-month period ended March 31, 1998 from $20.1 million
for the six-month period ended March 31, 1997. Selling, general, and
administrative expenses as a percentage of revenue increased to 23.2% in 1998
from 22.9% in 1997. Substantially all of the increase was attributable to
additional advertising and promotional costs associated with the opening of
three new stores.

Settlement Obligation. Settlement obligation for the six-month period
ended March 31, 1998 was attributable to the $15.0 million obligation under the
Settlement Agreement the Company entered into with Brunswick.

Interest Expense, Net. Interest expense, net increased approximately
$475,000, or 90.5%, to $1.0 million in 1998 from approximately $525,000 in 1997.
Interest expense, net as a percentage of revenue increased to 1.0% in 1998 from
0.6% in 1997. This increase resulted primarily from 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 increased
level of revenue.

30
<PAGE> 30

Nine Months Ended September 30, 1997 Compared to Nine Months Ended September 30,
1996

Revenue. Revenue increased $33.4 million, or 24.5%, to $169.7 million for
the nine-month period ended September 30, 1997 from $136.3 million for the
nine-month period ended September 30, 1996. Of this increase, $31.0 million was
attributable to 22.1% growth in comparable stores sales in 1997 and $2.4 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
Value-Price sales approach at seven retail locations, which management believes
has resulted in increased closing rate on sales, and participation in additional
boat shows.

Gross Profit. Gross profit increased $8.0 million, or 23.1%, to $42.3
million for the nine-month period ended September 30, 1997 from $34.3 million
for the nine-month period ended September 30, 1996. Gross profit margin as a
percentage of revenue decreased to 24.9% in 1997 from 25.2% in 1996. The Company
experienced a decrease in gross profits recognized on boat sales primarily due
to management's decision to decrease prices in an effort to gain market share in
certain of the Company's regions.

Selling, General, and Administrative Expenses. Selling, general, and
administrative expenses increased approximately $3.7 million, or 16.7%, to $25.7
million for the nine-month period ended September 30, 1997 from $22.0 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. Compensation to stockholder-employees increased by
approximately $300,000, which was approximately $700,000 less than the
proportional increase in revenue.

Interest Expense, Net. Interest expense, net increased approximately
$375,000, or 37.2%, to $1.4 million in 1997 from $1.0 million in 1996. Interest
expense, net as a percentage of revenue increased to 0.8% in 1997 from 0.7% in
1996. This increase resulted primarily from 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 $22.2 million, or 14.5%, to $175.1 million in
1996 from $152.9 million in 1995. Of this increase, $23.7 million was
attributable to 16.2% growth in comparable stores sales. This increase was
partially offset by a decrease of $1.5 million as the result of one store
closing in 1996. 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 in selected locations (such as
Baja, Challenger Bass Boats, Sea Hunt, and Sea Pro), and participation in
additional boat shows.

Gross Profit. Gross profit increased $6.4 million, or 17.9%, to $42.4
million in 1996 from $36.0 million in 1995. Gross profit as a percentage of
revenue increased to 24.2% in 1996 from 23.5% in 1995. The gross profit margin
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 $6.1 million, or 21.4%, to $34.4
million in 1996 from $28.4 million in 1995. Selling, general, and administrative
expenses as a percentage of revenue increased to 19.7% in 1996 from 18.6% in
1995. The increase in selling, general, and administrative expenses as a
percentage of revenue was primarily due to an additional $1.3 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
$319,000, or 33.6%, to $1.3 million in 1996 from $949,000 in 1995. Interest
expense, net as a percentage of revenue increased to 0.7% in 1996

31
<PAGE> 31

from 0.6% in 1995. This increase was primarily the result of increased
borrowings related to the higher level of inventories required to support the
growth in revenue.

QUARTERLY DATA AND SEASONALITY

The following table sets forth certain unaudited quarterly financial data
for each of the Company's last nine 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 operating
results for any quarter are not necessarily indicative of the results to be
expected for any future period.
<TABLE>
<CAPTION>
QUARTER ENDED
------------------------------------------------------------------------------------------
MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, MARCH 31, JUNE 30, SEPTEMBER 30,
1996 1996 1996 1996 1997 1997 1997
--------- -------- ------------- ------------ --------- -------- -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue............... $40,353 $58,710 $37,262 $38,735 $49,043 $62,083 $58,549
Cost of sales......... 30,712 44,611 26,670 30,648 37,883 46,402 43,133
------- ------- ------- ------- ------- ------- -------
Gross profit.......... $ 9,641 $14,099 $10,592 $ 8,087 $11,160 $15,681 $15,416
======= ======= ======= ======= ======= ======= =======

<CAPTION>
QUARTER ENDED
------------------------
DECEMBER 31, MARCH 31,
1997 1998
------------ ---------
(IN THOUSANDS)
<S> <C> <C>
Revenue............... $44,341 $59,169
Cost of sales......... 34,689 45,749
------- -------
Gross profit.......... $ 9,652 $13,420
======= =======
</TABLE>

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 new store openings. These cash needs
have historically been financed with cash from operations and borrowings under
credit facilities. Historically, the Merged 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 six-month period ended March 31, 1997, cash flows used by operating
activities approximated $1.1 million. For the six-month period ended March 31,
1998, cash flows generated by operating activities approximated $2.5 million.
For the nine-month periods ended September 30, 1996 and 1997 and the calendar
years ended December 31, 1995 and 1996, the Company generated cash flows from
operating activities of approximately $4.0 million, $8.0 million, $5.8 million,
and $6.6 million, respectively. In addition to net income, cash provided by
operating activities was due primarily to inventory management, including floor
plan management. Stockholder-employee compensation significantly impacts net
income and therefore cash flows from operations, which causes variations in
operating cash flows.

For the six-month periods ended March 31, 1997 and 1998, cash flows used by
investing activities approximated $941,000 and $831,000, respectively. For the
nine-month periods ended September 30, 1996 and 1997, the cash flows used by
investing activities approximated $1.0 million and $1.0 million, respectively.
For the calendar years ended December 31, 1995 and 1996, cash flows used by
investing activities were $1.1 million and $1.3 million, respectively. Cash used
in investing activities was primarily attributable to purchases of property and
equipment associated with opening new or improving existing stores.

For the six-month period ended March 31, 1997, cash flows provided by
financing activities approximated $882,000. For the six-month period ended March
31, 1998, cash flows used by financing activities approximated $7.4 million. For
the nine-month periods ended September 30, 1996 and 1997, cash flows provided by
financing activities approximated $1.0 million and $1.4 million, respectively.
For the calendar years ended December 31, 1995 and 1996, cash flows used by
financing activities were $4.1 million and $5.0 million, respectively. Cash
flows used by financing activities during the calendar years and six-month
periods ended March 31 reflect distributions made to stockholder-employees for
tax and other purposes, which have historically been made in the quarter ended
December 31.

32
<PAGE> 32

At March 31, 1998, the Company's long-term indebtedness totaled
approximately $10.7 million, of which approximately $5.5 million is due to a
former stockholder of one of the Merged Companies relating to the reacquisition
of that stockholder's interest, while the remaining long-term indebtedness is
primarily associated with the Company's real estate holdings. Upon completion of
the Offering, the Company intends to repay approximately $8.8 million of
long-term indebtedness.

At March 31, 1998, the Company had approximately $44.0 million of floor
plan financing outstanding under its existing agreements with lenders. The
Company replaced the floor plan lines of credit of the Merged Companies with a
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
from time to time will be 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 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 the guaranties
of the subsidiaries are secured by all of the accounts, inventory, other goods,
equipment, fixtures and furniture of the Company and all of the subsidiaries.
The Loan is also individually guaranteed by Richard R. Bassett, Louis R.
DelHomme Jr., William H. McGill Jr., Jerry L. Marshall, and Richard C. LaManna
Jr., and, since the consummation of the Stovall Acquisition, by Paul Graham
Stovall, Robert S. Stovall, and Jon M. Stovall. NDF will release these
individual guaranties upon the consummation of the Offering.

The Company opened two stores since the March 1, 1998 Mergers. The stores
are located in Palm Beach, Florida, and Sacramento, California. The Palm Beach
store was opened in a facility already owned by the Company and the Sacramento
store is leased from a third party. The costs to open these stores and the
related lease commitment are not material.

Except as specified in this "Management's Discussion and Analysis of
Financial Condition and Results of Operations," the Company has no material
commitments for capital for the next 12 months. The Company believes that its
existing capital resources, including the net proceeds from the Offering, will
be sufficient to finance the Company's operations, including the Brunswick
settlement obligation, for at least the next 12 months. Additionally, it is the
intention of the Company to register 5,000,000 shares of Common Stock for use in
connection with potential future acquisitions. See "Risk Factors -- Shares
Eligible for Future Sale."

33
<PAGE> 33

BUSINESS

GENERAL

The Company is the largest recreational boat dealer in the United States in
terms of revenue. Through 28 retail locations in Florida, Texas, California,
Georgia, and Arizona, the Company sells new and used recreational boats,
including pleasure boats (such as sport boats, sport cruisers, sport yachts, and
yachts), fishing boats, bass boats, pontoon boats, and high-performance 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 84% of the Company's new boat sales in 1997, which the Company
believes represented approximately 20% of all new Sea Ray boat sales and
approximately 5% of all Brunswick marine product sales during that period. For
the 12 months ended December 31, 1997, the Company had pro forma revenue of
$233,779,000, pro forma operating income of $22,367,000, and pro forma net
income of $13,288,000 (assuming the adjustments described herein had occurred as
of January 1, 1997). The Company's same-store sales increased by approximately
19% in calendar 1997, following 16% and 15% increases in calendar 1996 and 1995,
respectively.

The combination of the Merged Companies permits the Company to capitalize
on the experience and success of each of the Merged Companies in order to
establish a new national standard of customer service and responsiveness in the
highly fragmented retail boating industry. The Merged Companies were organized
between 1946 and 1983, and each is the exclusive dealer of Sea Ray boats in its
geographic market and ranks in the top 25 Sea Ray dealers in the United States.
While the Company believes the average new boat retailer generates less than $3
million in annual sales, the Merged Companies' retail locations averaged $10
million in annual sales in 1997. Given the Company's emphasis on premium brand
boats, the Company's average selling price for a new boat in 1997 was
approximately $39,000 compared to the Company's estimated industry average
selling price in 1997 of approximately $14,000. The senior executives of the
Merged Companies have an average of more than 21 years of experience in the
recreational boat industry and have maintained long-term business and personal
relationships with each other. The Company is adopting the best practices of the
Merged Companies 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 prime retail locations, extensive facilities, full range of services,
MarineMax Value-Price sales approach, and emphasis on customer service and
satisfaction before and after a boat sale are competitive advantages and enable
it to be more responsive to the needs of existing and prospective customers.

The Company plans to expand its operations through internal growth and
acquisitions. See "Risk Factors -- Risks Associated With Acquisition Strategy"
and "Business -- Strategy." 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. Brunswick
consented to the Stovall Acquisition in April 1998 and agreed that the Stovall
Acquisition would not count against the 20% benchmark.

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 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.

34
<PAGE> 34

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. It is the Company's belief 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 leading operator of
recreational boat dealerships. Key elements of the Company's operating and
growth strategies include the following:

Operating Strategies

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.

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 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.

Utilizing Technology Throughout Operations. The Company believes that its
management information system, which currently is being utilized by each Merged
Company and was developed over the past six years through cooperative efforts
with a common vendor, enhances the Company's ability to integrate successfully
the operations of the Merged Companies 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
enables management to monitor each dealership's operations on a daily basis in
order to identify quickly areas requiring additional focus. 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.

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 will be on well-established,
high-end recreational boat dealers in geographic markets not currently served by
the Merged Companies, particularly geographic markets with strong boating
demographics, such as 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 will be 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

36
<PAGE> 36

Company's revenue in its prior fiscal year to the extent such Sea Ray dealers
desire to be acquired by the Company. Brunswick consented to the Stovall
Acquisition in April 1998 and agreed that the Stovall Acquisition would not
count against the 20% benchmark. 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 March 1998 Combination
Transactions. The Company also plans to reach new customers by expanding various
innovative retail formats developed by the Merged Companies, 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 and provide exposure to boating
and to the Company's boats to the non-boating public and 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. The Company currently operates one mall store
(Clearwater, Florida) and four floating retail facilities (Sacramento,
California and Dallas, League City, and Montgomery, Texas), and plans to open a
new mall store in 1998. These retail formats generated approximately 8% of the
Company's revenue for the 1997 calendar year. The Company has no current or
pending plans, agreements, arrangements, or negotiations with respect to opening
any additional new facilities. 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 have been
offered only at certain of its locations. For example, one of the Merged
Companies historically has offered bass boats at its retail locations that the
Company intends to offer at other appropriate retail locations throughout the
Company. 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. 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.

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 sells recreational boats, including pleasure boats (such as
sport boats, sport cruisers, sport yachts, and yachts), fishing boats, bass
boats, pontoon boats, and high-performance boats. The principal products offered
by the Company are manufactured by Brunswick, the leading worldwide manufacturer
of recreational boats, including Sea Ray pleasure boats, Baja Marine
high-performance boats, Boston Whaler offshore fishing boats, and Sea Rayder and
Rage jet boats. In calendar 1997, approximately 84% of new boats sold by the
Company were manufactured by Brunswick. The Company believes that it accounted
for approximately 20% of Sea Ray's U.S. marine product sales, and 5% of all of
Brunswick's marine product sales in calendar 1997. Certain of the Company's
dealerships also sell bass boats manufactured by Challenger, fishing boats and
pontoon boats manufactured by Starcraft Marine, pontoon boats manufactured by
Smokercraft, ski boats manufactured by Malibu Boats, and personal watercraft
manufactured by Bombardier (Sea Doo) and Yamaha. During 1997, new boat sales
accounted for approximately 74% of revenue.

37
<PAGE> 37

The Company offers recreational boats in most market segments, but has a
particular focus on larger boats as reflected by the Company's average new boat
sales price in 1997 of approximately $39,000 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 U.S. 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.

<TABLE>
<CAPTION>
PRODUCT LINE NUMBER OVERALL MANUFACTURER SUGGESTED
AND TRADE NAME OF MODELS LENGTH RETAIL PRICE RANGE
-------------- --------- --------------- --------------------------
<S> <C> <C> <C> <C> <C>
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.................. 9 24 1/2' to 33 1/2' 71,000 to 219,000
Sea Ray Sport Boats..................... 17 18' to 25 1/2' 18,000 to 59,000
FISHING BOATS
Boston Whaler........................... 11 17' to 25' 6,000 to 93,000
Sea Pro................................. 19 17' to 26 1/2' 10,000 to 30,000
Starcraft Marine........................ 8 14' to 21' 5,000 to 22,000
Sea Hunt................................ 3 17' to 21' 12,000 to 15,000
BASS BOATS
Challenger.............................. 14 17' to 20' 9,000 to 21,000
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
PONTOON BOATS
Starcraft Marine........................ 8 18' to 26' 13,000 to 20,000
Smokercraft............................. 4 18' to 24' 8,000 to 14,000
PERSONAL WATERCRAFT
Bombardier Sea Doo...................... 13 8 1/2' to 10' 4,000 to 8,000
Yamaha.................................. 7 8 1/2' to 10' 4,000 to 8,000
</TABLE>

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 and 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; aluminum and fiberglass models designed for
fishing and water sports in lakes and bays; and a 27-foot,

38
<PAGE> 38

300-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 a 310-horsepower engine.
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.

Pontoon Boats. The Company offers multi-purpose pontoon boats manufactured
by Starcraft Marine and Smokercraft. Pontoon boats are used primarily for day
use for both fishing and cruising.

Personal Watercraft. The Company sells one- to three-passenger personal
watercraft manufactured by Bombardier (Sea Doo) and Yamaha. Personal watercraft
are powered by 85 to 130 horsepower engines and are designed for water sport.

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 75% of the used boats sold by the Company in calendar
1997 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, and its ability to market used boats
throughout its combined dealership network to match used boat demand. 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.

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 1997, 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 Merged Companies 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.

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<PAGE> 39

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 generally offers a two-year maintenance plan that provides
protection for its customers' boats. Certain of the Company's dealerships
include the maintenance plan 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.

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 1997, 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

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dealerships are licensed to originate and sell retail installment contracts
financing the sale of boats and other marine products.

The Company is in the process of establishing new retail financing
arrangements in order to secure lower buy rates and other favorable terms. Lower
buy rates would benefit the customers by making more affordable financing
available to them. Lower buy rates would benefit the Company by making its
financing programs more competitive and by increasing the amount of
participation the Company receives.

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 nor does it
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 who are licensed boat brokers, the Company offers boat
brokerage services at most of its retail locations. 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 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 the Company's 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 28 retail locations in Florida, Texas,
California, Georgia, and Arizona. Each retail location generally
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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; and Lake Lanier in
Georgia. The Company's waterfront retail locations, most of which include marina
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 the
various innovative retail formats developed by the Merged Companies, 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 its new and used boats in areas of high boating activity. The Company
currently has one mall store, which opened in November 1997, and four floating
retail facilities. The Company plans to open an additional mall store in 1998.
See "Business -- 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. 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

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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 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 markets 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 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.

As a result of the Company's relative size, the Company believes it will
have 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 from Brunswick,
Starcraft Marine, Smokercraft, Challenger, SeaPro, Sea Hunt, Malibu Boats,
Bombardier, and Yamaha. The Company is the largest volume purchaser of
Brunswick's Sea Ray boats, which the Company believes represented approximately
20% of all new Sea Ray boat sales during 1997. Approximately 84% of the
Company's net purchases in 1997 were from Brunswick; no other manufacturer
accounted for more than 10% of the Company's net purchases in 1997. Brunswick
has entered into a 10-year dealer agreement with each of the Merged Companies
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. Pricing by manufacturers is
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generally established on an annual basis, but may be changed at the
manufacturer's sole discretion. Manufacturers typically discount the cost of
inventory and offer inventory financing assistance during the manufacturers'
slow season, 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 "Risk Factors -- 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.
Historically, the Company has not carried over a material level of inventory
from one selling season to the next.

Inventory Financing

Historically, the Merged Companies purchased a substantial portion of their
inventory under floor plan lines of credit (secured by such inventory)
maintained with third-party finance companies and commercial banks, depending
upon the type of product purchased. 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 December 31, 1997, the
Merged Companies owed an aggregate of approximately $41.4 million under the
floor plan financing agreements. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources." The Company replaced the floor plan lines of credit of the Merged
Companies with a 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 from time to time will be 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 Loan is
guaranteed by each of the Company's direct and indirect subsidiaries. The Loan
and the guaranties of the subsidiaries are secured by all of the accounts,
inventory, other goods, equipment, fixtures and furniture of the Company and all
of the subsidiaries. The Loan is also individually guaranteed by Richard R.
Bassett, Louis R. DelHomme Jr., William H. McGill Jr., Jerry L. Marshall, and
Richard C. LaManna Jr., and, since the consummation of the Stovall Acquisition,
by Paul Graham Stovall, Robert S. Stovall, and Jon M. Stovall. NDF is obligated
to release these individual guaranties upon consummation of the Offering.

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Management Information System

The Company believes that its management information system, which
currently is being utilized by each Merged Company and was developed over the
past six years through cooperative efforts with a common vendor, enhances the
Company's ability to integrate successfully the operations of the Merged
Companies 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. The Stovall Acquisition will not count against
the 20% benchmark. 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 Merged Companies, are parties to Sales and Service Agreements, dated April
28, 1998 (the "Dealer Agreements"), relating to Sea Ray products. Each Dealer
Agreement appoints one of the Merged Companies 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, which Sea Ray may not unreasonably withhold. 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 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
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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 until July 31, 2008. 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 owning 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 May 1, 1998, the Company had 517 employees, 510 of whom were in
store-level management and seven 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 does not hold any registered trade or service marks at this
time, but has trade name and trademark applications pending with the U.S. Patent
and Trademark Office for the name "MarineMax" and for its corporate logo. There
can be no assurance that any of these applications will be granted.

SEASONALITY

The Company's business, as well as the entire recreational boating
industry, is highly seasonal. Over the two-year period ended December 31, 1997,
the average net sales for the quarters ended March 31, June 30, September 30,
and December 31 represented 23%, 31%, 25%, and 21%, respectively, of the
Company's average annual net sales. With the exception of Florida, the Company's
geographic territories generally realize
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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. 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 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 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.

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 Merged Companies and Property Companies have indemnified the
Company for specific environmental issues identified on environmental site
assessments performed by the Company as part of the Combination Transactions.
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.

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, if any significant claims are made against the Company,
the Company's business, financial condition, and results of operations may be
adversely affected by related 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
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

48
<PAGE> 48

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.

PROPERTIES

The Company leases its corporate offices in Clearwater, Florida and
additional administrative, warehouse, and service facilities in Texas. The
Company also leases 18 of its retail locations under leases that generally
contain multi-year renewal options. 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 10 other retail
locations. See "Formation of the Company" and "Certain Transactions."

The following table reflects the status, approximate size, and facilities
of the Company's various retail locations as of the date of this Prospectus.

<TABLE>
<CAPTION>
OWNED OR SQUARE FACILITIES OPERATED
LOCATION LEASED FOOTAGE(1) AT PROPERTY SINCE WATERFRONT
- -------------------------- ----------------- ---------- -------------------------------- -------- -------------------
<S> <C> <C> <C> <C> <C>
FLORIDA
Clearwater................ Company owned 42,000 Retail and service; 16 wet slips 1973 Tampa Bay
Clearwater (mall)......... Third-party lease 2,600 Retail only 1997 --
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
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 --
CALIFORNIA
Oakland................... Third-party lease 17,700 Retail and service; 20 wet slips 1985 Alameda Estuary
(San Francisco Bay)
Oakley.................... Third-party lease 5,100 Retail and service 1996 --
Redding................... Company owned 11,700 Retail and service 1978 --
Redding................... Third-party lease 3,500 Retail and service 1998 --
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
ARIZONA
Tempe..................... Company owned 34,000 Retail and service 1992 --
</TABLE>

49
<PAGE> 49

- ---------------
(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) 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.

(4) Shares service facility located at the other Lewisville retail location.

(5) Service performed at Houston service center leased by the Company from an
affiliate of one of the Merged Companies.

(6) Includes 4,000 square feet currently under construction for a new service
center.

LEGAL PROCEEDINGS

The Company is involved in various legal proceedings arising out of its
operations in the ordinary course of business. The Company believes that the
outcome of all such proceedings, even if determined adversely, would not have a
material adverse effect on its business, financial condition, or results of
operations.

50
<PAGE> 50

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information concerning each of the directors
and executive officers of the Company:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
William H. McGill Jr...... 54 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........ 44 Senior Vice President and Director
Louis R. DelHomme Jr...... 62 Senior Vice President and Director
Richard C. LaManna Jr..... 60 Senior Vice President and Director
Paul Graham Stovall....... 59 Senior Vice President and Director
Richard C. LaManna III.... 38 Vice President
Darrell C. LaManna........ 33 Vice President
R. David Thomas........... 64 Director Nominee
Stewart Turley............ 63 Director Nominee
</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 Merged Companies, 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 a Senior Vice President and director of
the Company since March 6, 1998. Mr. Bassett was the owner and president of
Bassett Boat Company of Florida, one of the Merged Companies, from 1979 until
its merger with the Company.

Louis R. DelHomme Jr. has served as a Senior Vice President and director of
the Company since March 6, 1998. Mr. DelHomme was the owner and president of
11502 Dumas, Inc. d/b/a Louis DelHomme Marine, one of the Merged Companies, from
1971 until its merger with the Company.

Richard C. LaManna Jr. has served as a Senior Vice President and director
of the Company since March 6, 1998. Mr. LaManna was the president and a
principal owner of Harrison's Boat Center, Inc. and Harrison's Marine Centers of
Arizona, Inc., one of the Merged Companies, from 1978 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 Merged Companies, from 1960 until its merger
with the Company.

Richard C. LaManna III has served as a Vice President of the Company since
March 6, 1998. Mr. LaManna was an owner and the secretary and treasurer of
Harrison's Marine Centers of Arizona, Inc. from 1991 until its merger with the
Company. Richard LaManna III is the son of Richard LaManna Jr. and the brother
of Darrell LaManna.

Darrell C. LaManna has served as a Vice President of the Company since
March 6, 1998. Mr. LaManna was an owner and the Vice President of Harrison's
Boat Center, Inc. from 1988 until its merger with the Company. Darrell LaManna
is the son of Richard LaManna Jr. and the brother of Richard LaManna III.

51
<PAGE> 51

R. David Thomas has been nominated and approved to serve as a director of
the Company upon the consummation of the Offering. Mr. Thomas, the founder of
Wendy's International, Inc., has served as Senior Chairman of that company since
1985. Mr. Thomas served as Chairman of the Board of Wendy's, International, Inc.
from 1972 until 1985 and as President and Chief Executive Officer from 1969
until 1972. Mr. Thomas served on the Board of Trustees of Duke University and
Nova Southwest University.

Stewart Turley has been nominated and approved to serve as a director of
the Company upon the consummation of the Offering. Mr. Turley retired in 1997 as
Chairman of Eckerd Corporation, which he originally joined in 1966. Mr. Turley
served as Chairman, President, and Chief Executive Officer of Eckerd Corporation
from 1975 until 1993. He served as Chairman and Chief Executive Officer from
1993 until 1996, and remained as Chairman of the Board until his retirement in
1997. He has been a director of Eckerd Corporation since 1971. Mr. Turley was a
Senior Vice President from 1971 to 1974 and was Vice President from 1968 to
1971. Mr. Turley also serves as a director of Springs Industries, Inc. and
Sprint Corporation.

The Company's Restated Certificate of Incorporation and Bylaws divide the
Board of Directors of the Company into three classes. At each annual meeting of
stockholders, directors in each class will be elected for three-year terms to
succeed the directors of that class whose terms are expiring. Messrs. Bassett
and Stovall are Class I directors whose terms will expire in 1999; Mr. McGill is
a Class II director whose term will expire in 2000; and Messrs. DelHomme and
LaManna are Class III directors whose terms will expire in 2001. Messrs. Thomas
and Turley will be Class I and Class II directors, respectively. Officers serve
at the pleasure of the Board of Directors. Other than as set forth above, there
are no family relationships among any of the directors or officers of the
Company.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company's Board of Directors will establish an Audit Committee and a
Compensation Committee upon the completion of the Offering, each consisting
entirely of independent directors.

The responsibilities of the Audit Committee will include recommending to
the Board of Directors the independent public accountants to be selected to
conduct the annual audit of the books and records of the Company, reviewing the
proposed scope of such audit, reviewing accounting and financial controls of the
Company with the independent public accountants and the Company's financial
accounting staff, and reviewing and approving transactions between the Company
and its directors, officers, and their affiliates.

The Compensation Committee will provide a general review of the Company's
compensation plans and policies to ensure that they meet corporate objectives.
As described below, the Company's existing plans with respect to executive
compensation are largely based upon contractual commitments set forth in
employment agreements. See "Management -- Executive Compensation." The
responsibilities of the Compensation Committee will also include administering
the 1998 Incentive Stock Plan, including selecting the officers and salaried
employees to whom options and awards will be granted.

DIRECTOR COMPENSATION

Members of the Board of Directors who are not full-time employees of the
Company will receive a quarterly directors' fee of $10,000, $5,000 of which will
be paid by the issuance of shares of Common Stock with a market value of $5,000
and the remainder of which will be paid in cash or shares of Common Stock. All
directors will be reimbursed for out-of-pocket expenses incurred in attending
meetings of the Board of Directors or committees. In addition, independent
directors will receive automatic stock option grants and will be eligible to
receive discretionary grants of stock options under the Company's 1998 Incentive
Stock Plan. See "Management -- 1998 Incentive Stock Plan." Officers of the
Company receive no additional compensation for serving on the Board of
Directors.

EXECUTIVE COMPENSATION

The Company was incorporated in January 1998. As a result, the Company paid
no compensation prior to that time. The Company anticipates paying compensation
based on the following annualized salaries under

52
<PAGE> 52

current employment agreements to its Chief Executive Officer and its other most
highly compensated executive officers for the balance of 1998.

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL AWARDS
COMPENSATION ------------------
---------------- COMMON STOCK
NAME POSITION SALARY BONUS UNDERLYING OPTIONS
---- ----------------------- -------- ----- ------------------
<S> <C> <C> <C> <C>
William H. McGill Jr. ............... Chairman of the Board, $150,000 --(1) 120,000(2)
President, and Chief
Executive Officer
Michael H. McLamb.................... Vice President and $150,000 --(1) 133,600(3)
Chief Financial
Officer
Richard R. Bassett................... Senior Vice President $150,000 --(1) 64,167(2)
Louis R. DelHomme Jr. ............... Senior Vice President $150,000 --(1)
Richard C. LaManna Jr. .............. Senior Vice President $150,000 --(1)
Paul Graham Stovall.................. Senior Vice President $150,000 --(1)
Richard C. LaManna III............... Vice President $150,000 --(1)
Darrell C. LaManna................... Vice President $150,000 --(1)
</TABLE>

- ---------------
(1) To be based upon the Company's financial and operating performance. See
"Management -- Employment Agreements."

(2) Consists of options to be granted under the Company's 1998 Incentive Stock
Plan as of the effective date of the Registration Statement of which this
Prospectus forms a part, at an exercise price equal to the initial public
offering price per share, with the options vesting 20% per year over the
five-year period commencing two years from the date of grant.

(3) Consists of (a) options to purchase 35,600 shares of Common Stock at $15.00
per share and options to purchase 70,000 shares at $12.00 per share, with
the options for 35,600 shares vesting upon grant and the options for 70,000
shares vesting ratably over the five-year period from the date of grant and
(b) options to purchase 28,000 shares to be granted under the Company's 1998
Incentive Stock Plan as of the effective date of the Registration Statement
of which this Prospectus forms a part, at an exercise price equal to the
initial public offering price per share, with the options vesting 20% per
year over the five-year period commencing two years from the date of grant.

EMPLOYMENT AGREEMENTS

The Company entered into five-year employment agreements with each of
William H. McGill Jr., Richard R. Bassett, Louis R. DelHomme Jr., Paul Graham
Stovall, Richard C. LaManna Jr., Richard C. LaManna III, and Darrell C. LaManna,
on the effective dates of the Mergers. The employment agreements with each of
these officers provides for a base salary of $150,000 per year. The Company also
entered into a five-year employment agreement with Michael H. McLamb on April
10, 1998 providing for a base salary of $150,000 per year. Mr. McLamb's
employment agreement also provides for him to receive stock options to purchase
35,600 shares of Common Stock at $15.00 per share and stock options to purchase
70,000 shares of Common Stock at $12.00 per share, with the options for 35,600
shares vesting upon grant and the options for 70,000 shares vesting ratably over
the five-year period from the date of grant. Each employment agreement provides
for incentive compensation based upon the performance of the Company and the
employee as determined by the Company's Board of Directors. The Board of
Directors approved for 1998 a quarterly bonus equal to 1.25% of the quarterly
pre-tax profits of the Company for William H. McGill Jr., provided the Company
achieves its budgeted quarterly earnings. Additionally, Mr. McGill will receive
an annual bonus targeted at 50% of his base salary plus quarterly bonuses if the
Company achieves its annual budgeted earnings. Messrs. Bassett, DelHomme, R.
LaManna Jr., R. LaManna III, D. LaManna, and Stovall are each eligible to
receive a quarterly bonus equal to 1.25% of the quarterly pre-tax profits for
their respective regional territories, provided the Company achieves its
quarterly budgeted earnings. Additionally, Messrs. Bassett, DelHomme, R. LaManna
Jr., R. LaManna III, D. LaManna, and Stovall are each eligible to receive an

53
<PAGE> 53

annual bonus targeted at 50% of base salary and a quarterly bonus based upon the
customer satisfaction index and the Company's financial performance, provided
the Company achieves its annual budgeted earnings. Under the plan, the quarterly
and annual bonuses for Messrs. McGill, Bassett, DelHomme, R. LaManna Jr., R.
LaManna III, D. LaManna, and Stovall will not be paid if the Company does not
achieve its budgeted earnings.

The Company may terminate each officer's employment for good cause, as
defined in the respective agreements. The Company also may terminate each
officer's employment without good cause if such termination is approved by a
majority of the members of the Board of Directors (excluding such officer), but
the officer so terminated will receive his base salary for the remaining term of
his employment agreement or one year, whichever is greater, and certain bonus
and other payments. Each agreement also will terminate automatically upon the
death of the respective officer. In the event of a termination of employment by
the Company or the employee following any "change in control" of the Company as
defined in the agreement, each employment agreement provides for the employee to
receive his fixed compensation in a lump sum and bonus payments that would have
been payable through the end of the Company's then-current fiscal year as if his
employment had not been terminated. Section 280G of the Internal Revenue Code
may limit the deductibility of such payments for federal income tax purposes. If
these payments are not deductible and if the Company has income at least equal
to such payments, an amount of income equal to the amount of such payments could
not be offset. As a result, the income that was not offset would be "phantom
income" (i.e. income without cash) to the Company. A "change in control" would
include a merger or consolidation of the Company, a sale of all or substantially
all of the assets of the Company, under certain circumstances changes in the
identity of a majority of the members of the Board of Directors of the Company,
or acquisitions of more than 20% of the Company's Common Stock, subject to
certain limitations.

Each employment agreement contains a covenant not to compete with the
Company for a period of two years immediately following termination of
employment or, in the case of a termination by the Company without cause in the
absence of a change in control, with certain exceptions, for a period of one
year following termination of employment.

1998 INCENTIVE STOCK PLAN

On April 5, 1998 and April 30, 1998, respectively, the Board of Directors
adopted and the stockholders approved the MarineMax, Inc. 1998 Incentive Stock
Plan (the "Plan"), which provides for the grant of incentive and nonqualified
stock options to acquire Common Stock of the Company, the direct grant of Common
Stock, the grant of stock appreciation rights ("SARs"), and the grant of other
cash awards to key personnel, directors, consultants, independent contractors,
and others providing valuable services to the Company and its subsidiaries. The
Company believes that the Plan represents an important factor in attracting and
retaining executive officers and other key employees, directors, and consultants
and constitutes a significant part of its compensation program. The Plan
provides such individuals with an opportunity to acquire a proprietary interest
in the Company and thereby align their interests with the interests of the
Company's other stockholders and give them an additional incentive to use their
best efforts for the long-term success of the Company.

The Plan provides that 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 Plan. The maximum number of shares of stock with respect to which
options or other awards may be granted to any employee (including officers)
during the term of the Plan may not exceed 50% of the shares of Common Stock
covered by the Plan. As of the date of this Prospectus, options to purchase
105,600 shares of Common Stock have been granted to Michael H. McLamb. See
"Management -- Employment Agreements." No other stock options have been granted.
The Company, however, plans to grant stock options to purchase up to an
additional 1,379,400 shares of Common Stock at an exercise price equal to the
initial per share public offering price, with the options vesting 20% per year
over the five-year period commencing two years from the date of grant. Of these
grants, it currently is anticipated that William H. McGill Jr., Richard R.
Bassett, and Michael H. McLamb will receive grants to purchase 120,000, 64,167,
and 28,000 shares, respectively.

54
<PAGE> 54

The power to administer the Plan with respect to executive officers and
directors of the Company and all persons who own 10% or more of the Company's
issued and outstanding stock rests exclusively with the Board of Directors or a
committee consisting of two or more non-employee directors who are appointed by
the Board of Directors. The power to administer the Plan with respect to other
persons rests with the Board of Directors.

The Plan will terminate in April 2008, and options may be granted at any
time during the life of the Plan. Options become exercisable at such time as may
be determined by the Board of Directors or the Plan administrator. The exercise
prices of options will be determined by the Board of Directors or the Plan
administrator, but if an option is intended to be an incentive stock option, the
exercise price may not be less than 100% (110% if the option is granted to a
stockholder who at the time of the grant of the option owns stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company) of the fair market value of the Common Stock at the time of the grant.

The 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 is proposed as of the effective date of the
Registration Statement of which this Prospectus forms a part will receive 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"). A non-employee member of the Board of
Directors will not be eligible to receive an Annual Grant if the option grant
date of such Annual Grant would be within 90 days of such non-employee member
receiving his or her Initial 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 effective date of the Registration Statement of which this Prospectus forms
a part will be 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 Plan) of 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. In the event the non-employee director ceases to serve as a member
of the Board of Directors or dies while serving as a director, the optionholder
or the optionholder's estate or successor by bequest or inheritance may exercise
any Automatic Options that have vested by the time of cessation of service until
the earlier of (a) 90 days after the cessation of service, or (b) the expiration
of the term of the Automatic Option. The Board of Directors believes that the
grant of Automatic Options to non-employee directors is necessary to attract,
retain, and motivate independent directors.

The Plan is not intended to be the exclusive means by which the Company may
issue options or warrants to acquire its Common Stock, stock awards, or any
other type of award. To the extent permitted by applicable law and New York
Stock Exchange requirements, the Company may issue any other options, warrants,
or awards other than pursuant to the Plan without stockholder approval.

EMPLOYEE STOCK PURCHASE PLAN

On April 5, 1998 and April 30, 1998, respectively, the Board of Directors
adopted and the stockholders approved the MarineMax, Inc. 1998 Employee Stock
Purchase Plan (the "Stock Purchase Plan"), which is intended to qualify for
favorable income tax treatment under Section 423 of the Internal Revenue Code
and is intended to offer financial incentives for employees to purchase Common
Stock of the Company. The Stock Purchase Plan is administered by an appointed
committee of the Board of Directors.

55
<PAGE> 55

The Stock Purchase Plan provides for the issuance of up to 500,000 shares
of Common Stock. The Stock Purchase Plan is available to all regular, full-time
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 July in the years 1998 through 2007,
with each offering terminating on June 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 period 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.

LIMITATION OF DIRECTORS' LIABILITY AND INDEMNIFICATION

The Company's Restated Certificate of Incorporation provides that no
director of the Company will be personally liable to the Company or its
stockholders for monetary damages for breach of a fiduciary duty as a director,
except to the extent such exemption or limitation of liability is not permitted
under the Delaware General Corporation Law (the "Delaware GCL"). The effect of
this provision in the Restated Certificate of Incorporation is to eliminate the
rights of the Company and its stockholders, either directly or through
stockholders' derivative suits brought on behalf of the Company, to recover
monetary damages from a director for breach of the fiduciary duty of care as a
director except in those instances described under the Delaware GCL. In
addition, the Company has adopted provisions in its Bylaws and entered into
indemnification agreements that require the Company to indemnify its directors,
officers, and certain other representatives of the Company against expenses and
certain other liabilities arising out of their conduct on behalf of the Company
to the maximum extent and under all circumstances permitted by law.
Indemnification may not apply in certain circumstances to actions arising under
the federal securities laws. The Company has not indemnified its directors and
officers for actions prior to the Mergers.

56
<PAGE> 56

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of the date of this Prospectus, and
as adjusted to reflect the sale of shares offered hereby, for (i) all directors,
the Chief Executive Officer, and the other executive officers (including the
four other most highly compensated executive officers), (ii) all directors and
executive officers as a group, (iii) each person known by the Company to own
beneficially more than 5% of the outstanding shares of Common Stock, and (iv)
each Selling Stockholder.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR OWNED AFTER
TO OFFERING SHARES TO BE OFFERING
----------------------- SOLD IN -----------------------
NAME OF BENEFICIAL OWNER(1) NUMBER(2) PERCENT(2) OFFERING NUMBER(2) PERCENT(2)
--------------------------- --------- ---------- ------------ --------- ----------
<S> <C> <C> <C> <C> <C>
DIRECTORS, EXECUTIVE OFFICERS,
AND 5% STOCKHOLDERS
William H. McGill Jr. .......... 1,516,457 15.66% 0 1,516,458 11.49%
Richard R. Bassett.............. 3,813,086 39.37% 665,600 3,147,486 23.84%
Louis R. DelHomme Jr............ 1,247,121(3) 12.88% 191,693 1,055,428(3) 7.99%
Richard C. LaManna Jr.(4)....... 524,139 5.41% 58,573 465,567 3.53%
Richard C. LaManna III.......... 140,907 1.45% 0 140,909 1.07%
Paul Graham Stovall............. 164,102 1.69% 26,624 137,478 1.04%
Darrell C. LaManna(5)........... 524,139 5.41% 53,248 470,893 3.57%
Michael H. McLamb............... 35,601(6) 0.36% 0 35,601(6) 0.27%
Jerry L. Marshall(7)............ 534,934 5.52% 159,744 375,190 2.84%
All directors and executive
officers as a group (eight
persons)...................... 7,965,552 82.25% 995,738 6,969,820 52.80%
OTHER SELLING STOCKHOLDERS
Thomas A. and Theresa C.
George........................ 167,581 1.73% 26,624 140,957 1.07%
Barry Marshall.................. 40,408 0.42% 2,662 37,746 0.29%
William Brett McGill............ 167,581 1.73% 2,662 164,918 1.25%
Dana Marshall King.............. 40,408 0.42% 2,662 37,746 0.29%
Gerald K. Pedigo................ 211,664 2.19% 19,807 191,867 1.45%
Edward A. Russell............... 167,581 1.73% 8,520 159,061 1.21%
Jon M. Stovall.................. 164,102 1.69% 26,624 137,478 1.04%
Robert S. Stovall............... 164,102 1.69% 19,702 144,400 1.09%
</TABLE>

- ---------------
(1) All persons listed have an address in care of the Company at 18167 U.S. 19
North, Suite 499, Clearwater, Florida 33764, and have sole voting and
investment power over their shares unless otherwise indicated.

(2) The numbers and percentages shown include shares of Common Stock issuable to
the identified person pursuant to stock options that may be exercised within
60 days after May 1, 1998. In calculating the percentage of ownership, such
shares are deemed to be outstanding for the purpose of computing the
percentage of shares of Common Stock owned by such person, but are not
deemed to be outstanding for the purpose of computing the percentage of
shares of Common Stock owned by any other stockholders.

(3) Owned of record by Spicer Partnership Ltd. Spicer Partnership Ltd. owned
substantially all of the capital stock of DelHomme prior to its merger with
the Company. Louis R. DelHomme Jr. is the majority owner of Spicer
Partnership Ltd. and controls the voting interest of the Company's Common
Stock held by Spicer Partnership Ltd.

(4) Includes 316,939 shares held by Richard C. LaManna Jr. and Judith L.
LaManna, as joint tenants, and 104,095 shares held by Richard C. LaManna Jr.
and Judith L. LaManna as co-trustees of the LaManna Family Trust.

(5) Includes 354,744 shares held by Darrell C. LaManna as trustee of the Darrell
Christopher LaManna Separate Property Trust, dated January 4, 1993.

57
<PAGE> 57

(6) Of such shares, 35,600 represent vested options to acquire such shares.

(7) Mr. Marshall was a stockholder of Gulfwind South and serves as an officer
and director of a wholly owned subsidiary of the Company.

Pursuant to this Prospectus, the Company is offering for sale to Brunswick
1,861,200 shares of Common Stock. See "Sale of Shares to Brunswick." In the
event Brunswick purchases such shares, Brunswick will beneficially own 14.1% of
the outstanding shares of Common Stock after the Offering.

Certain of the Selling Stockholders have granted to the Underwriters an
option, exercisable for 30 days after the date of this Prospectus, to purchase
up to a total of 437,905 shares of Common Stock at the initial public offering
price, less the underwriting discounts and commissions, to cover
over-allotments, if any. See "Underwriting." The following table sets forth the
number of shares held by those Selling Stockholders that are subject to the
over-allotment option and the number and percentages of shares to be held by
such Selling Stockholders after the Offering, assuming the Underwriters exercise
the over-allotment option in full.

<TABLE>
<CAPTION>
NUMBER OF SHARES
SHARES IN BENEFICIALLY OWNED
OVER- AFTER EXERCISE
SELLING STOCKHOLDERS ALLOTMENT --------------------
SUBJECT TO OVER-ALLOTMENT OPTION OPTION NUMBER PERCENT
-------------------------------- ------------- --------- -------
<S> <C> <C> <C>
Richard R. Bassett.......................................... 230,458 2,917,029 22.10%
Louis R. DelHomme Jr. ...................................... 66,371 989,057 7.49%
Richard C. LaManna Jr. ..................................... 20,280 445,287 3.37%
Paul Graham Stovall......................................... 9,218 128,260 0.97%
Darrell C. LaManna.......................................... 18,437 452,452 3.43%
Jerry L. Marshall........................................... 55,309 319,879 2.42%
Thomas A. and Theresa C. George............................. 9,219 131,738 1.00%
Barry Marshall.............................................. 922 36,824 0.28%
William Brett McGill........................................ 922 163,996 1.24%
Dana Marshall King.......................................... 922 36,824 0.28%
Gerald K. Pedigo............................................ 6,858 185,000 1.40%
Edward A. Russell........................................... 2,950 156,111 1.18%
Jon M. Stovall.............................................. 9,218 128,260 0.97%
Robert S. Stovall........................................... 6,821 137,579 1.04%
</TABLE>

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<PAGE> 58

CERTAIN TRANSACTIONS

The following summarizes certain material agreements between MarineMax, the
Merged Companies, and the Property Companies. This summary is not a complete
description of such agreements and therefore this discussion is qualified in its
entirety by reference to the agreements, copies of which are filed as exhibits
to the Registration Statement of which this Prospectus forms a part.

THE MERGERS AND PROPERTY ACQUISITIONS -- TERMS OF THE AGREEMENTS

In March 1998, MarineMax acquired all of the issued and outstanding stock
of five of the Merged Companies and all of the beneficial interest in the
Property Companies, at which time each such Merged Company and Property Company
became a wholly owned subsidiary of the Company. MarineMax issued an aggregate
of 9,191,869 shares of Common Stock in connection with these Combination
Transactions. In April 1998, the Company acquired all of the issued and
outstanding stock of the sixth Merged Company, Stovall, for 492,306 shares of
the Company's Common Stock, at which time Stovall became a wholly owned
subsidiary of the Company, and the Company and the owners of Stovall entered
into leases for the four retail locations of Stovall. The number of shares of
Common Stock issued to the stockholders of each Merged Company and Property
Company was determined based on negotiations between MarineMax and those
companies. The senior executives of the Merged Companies became directors and
officers of the Company after the completion of the Mergers, except in the case
of Mr. McGill who has served as an officer of the Company since January 1998.
The factors considered by the parties in determining the number of shares of
Common Stock issued in connection with each of the Mergers consisted of
historical cash flows and pro forma operating results, and the number of shares
of Common Stock issued in connection with each of the Property Acquisitions was
based on the appraised values of the properties owned by each such Property
Company. The following table sets forth information concerning the Common Stock
issued in the Combination Transactions and the approximate long-term
indebtedness of the Merged Companies and Property Companies outstanding at the
time of the Combination Transactions:

<TABLE>
<CAPTION>
SHARES OF
COMMON LONG-TERM
STOCK OUTSTANDING DEBT
--------- ----------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
MERGED COMPANIES:
Bassett..................................................... 2,686,295 $ 0
DelHomme (includes DelHomme Realty, Inc.)................... 1,329,266 0
Gulfwind USA................................................ 2,032,913 6,248
Gulfwind South.............................................. 808,172 171
Harrison's.................................................. 943,197 148
Stovall..................................................... 492,306
--------- -------
Total............................................. 8,292,149 $ 6,567
--------- -------
PROPERTY COMPANIES:
Bassett Boat Company........................................ 51,921 $ 0
Bassett Realty, L.L.C. ..................................... 1,074,870 0
Gulfwind South Realty, L.L.C. .............................. 19,242 2,100
Harrison's Realty, L.L.C. .................................. 113,409 900
Harrison's Realty California, L.L.C. ....................... 132,584 1,090
--------- -------
Total............................................. 1,392,026 4,090
--------- -------
Total Consideration in Combination Transactions............. 9,684,175 $10,657
========= =======
</TABLE>

In connection with the Combination Transactions, certain persons who became
directors, executive officers, and holders of more than 5% of the outstanding
shares of the Company upon the consummation of such transactions, together with
their spouses, and partnerships and trusts for which they act as general

59
<PAGE> 59

partners and trustees, received shares of Common Stock of the Company. See
"Principal and Selling Stockholders."

With the exception of the number of shares issued in connection with each
Combination Transaction, the acquisition of each Merged Company and each
Property Company was subject to substantially the same terms and conditions as
the other Merged Companies and Property Companies, respectively. The
consummation of each Merger was subject to customary conditions. These
conditions included, among others, the accuracy on the closing date of the
Mergers of the representations and warranties of the Merged Companies and the
principal stockholders thereof and of the Company, the performance by each of
them of all covenants included in the agreements relating to the Mergers and the
absence of a material adverse change in the results of operations, financial
condition or business of each Merged Company. The Merger Agreements and
Contribution Agreements provide that the stockholders of the Merged Companies
and owners of the Property Companies will indemnify MarineMax from certain
liabilities that may arise in connection with the respective Combination
Transaction. A portion of the Common Stock payable as consideration in
connection with each Combination Transaction is pledged for a period of up to
one year from the effectiveness of the Combination Transaction as security for
the stockholders' and owners' respective indemnification obligations. Pursuant
to the Merger Agreements, the stockholders of the Merged Companies agreed not to
compete with the Company for five years, commencing on the date of consummation
of the Mergers.

As part of the Merger Agreements, certain stockholders of the Merged
Companies have agreed to enter into the employment agreements and/or the lease
agreements described elsewhere in this Prospectus. See "Management -- Employment
Agreements" and "Certain Transactions -- Leases of Real Property from
Affiliates." In connection with their employment with the Company, certain of
such stockholders will receive options to purchase Common Stock. See
"Management -- 1998 Stock Incentive Plan."

Certain of the Merged Companies and Property Companies incurred
indebtedness prior to the effectiveness of the Combination Transactions,
substantially all of which was personally guaranteed by their stockholders,
owners, or entities controlled by their stockholders or owners and remained
outstanding at the effectiveness of the Combination Transactions (including
approximately $10.7 million of long-term indebtedness). See "Formation of the
Company -- The Mergers and Property Acquisitions." The Company intends to use a
portion of the net proceeds from the Offering to repay a substantial portion of
such indebtedness. See "Use of Proceeds."

LEASES OF REAL PROPERTY FROM AFFILIATES

The Company leases two retail locations in Houston, Texas from the
Sherri-Lindsey Spicer Trust, an irrevocable trust of which relatives of Louis R.
DelHomme Jr. are the beneficiaries. The trustee of the trust is Robert B.
Arrington, an unrelated third party. Mr. DelHomme is a director and officer of
the Company.

The Company also leases four retail locations in Georgia from separate
partnerships, the majority of each of which is owned by the former owners of
Stovall. Paul Graham Stovall became a director and officer of the Company
following the Stovall Acquisition.

The Company believes that the rents for these properties do not exceed
their fair market rates, that the leases provide for standard market terms, and
that the terms of the leases are on terms as favorable as could have been
received from unrelated third parties.

FUTURE TRANSACTIONS

The Company has adopted a policy that it will not enter into any material
transaction in which a director or officer has a direct or indirect financial
interest unless the transaction is determined by the Company's Board of
Directors to be fair as to the Company or is approved by a majority of the
Company's disinterested directors or by the Company's stockholders, as provided
for under Delaware law.

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<PAGE> 60

DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock consists of 40,000,000 shares of
Common Stock, par value $0.001 per share, and 5,000,000 shares of serial
preferred stock ("Serial Preferred Stock"), par value $0.001 per share. As of
May 1, 1998, there were issued and outstanding 9,684,176 shares of Common Stock,
and no shares of Serial Preferred Stock.

COMMON STOCK

The holders of Common Stock are entitled to one vote for each share on all
matters submitted to a vote of stockholders and do not have cumulative voting
rights. Accordingly, the holders of a majority of the stock entitled to vote in
any election of directors may elect all of the directors standing for election.
Subject to the preferences that may be applicable to any then outstanding
preferred stock, the holders of Common Stock will be entitled to receive such
dividends, if any, as may be declared by the Board of Directors from time to
time out of legally available funds. Upon the liquidation, dissolution, or
winding up of the Company, the holders of Common Stock will be entitled to share
ratably in all assets of the Company that are legally available for
distribution, after payment of all debts and other liabilities and subject to
the prior rights of holders of any preferred stock then outstanding. The holders
of Common Stock have no preemptive, subscription, redemption, or conversion
rights.

PREFERRED STOCK

The Board of Directors is authorized, subject to any limitations prescribed
by the laws of the state of Delaware, but without further action by the
Company's stockholders, to provide for the issuance of Serial Preferred Stock in
one or more series, to establish from time to time the number of shares to be
included in such series, to fix the designations, powers, preferences, and
rights of the shares of each such series and any qualifications, limitations, or
restrictions thereof, and to increase or decrease the number of shares of any
such series (but not below the number of shares of such series then outstanding)
without any further vote or action by the stockholders. The Board of Directors
may authorize and issue serial preferred stock with voting or conversion rights
that could adversely affect the voting power or other rights of the holders of
Common Stock. In addition, the issuance of Serial Preferred Stock may have the
effect of delaying, deterring, or preventing a change in control of the Company.
The Company has no current plan to issue any shares of Serial Preferred Stock.

DELAWARE GENERAL CORPORATION LAW AND CERTAIN CHARTER PROVISIONS

The provisions of the Company's Restated Certificate of Incorporation and
Bylaws and the Delaware GCL summarized below may have the effect of
discouraging, delaying, or preventing hostile takeovers, including those that
might result in a premium over the market price, or discouraging, delaying, or
preventing changes in control or management of the Company.

Upon the completion of the Offering, the Company will be subject to the
provisions of Section 203 of the Delaware GCL. In general, this statute
prohibits a publicly held Delaware corporation from engaging, under certain
circumstances, in a "business combination" with an "interested stockholder" for
a period of three years after the date of the transaction in which the person
becomes an interested stockholder, unless (i) prior to the date at which the
stockholder became an interested stockholder, the Board of Directors approved
either the business combination or the transaction in which the stockholder
becomes an interested stockholder; (ii) upon consummation of the transaction in
which the stockholder becomes an interested stockholder, the stockholder owned
at least 85% of the outstanding voting stock of the corporation (excluding
shares held by directors who are officers or held in certain employee stock
plans); or (iii) the business combination is approved by the Board of Directors
and by two-thirds of the outstanding voting stock of the corporation (excluding
shares held by the interested stockholder) at a meeting of stockholders (and not
by written consent) held on or subsequent to the date of the business
combination. An "interested stockholder" is a person who, together with
affiliates and associates, owns (or at any time within the prior three years did
own) 15% or more of the corporation's voting stock. Section 203 defines a
"business combination" to include mergers, consolidations, stock sales, asset
based transactions, and other transactions resulting in a financial benefit to
the interested

61
<PAGE> 61

stockholder. The Company's Restated Certificate of Incorporation exempts from
the application of Section 203 each of the persons receiving Common Stock in the
Combination Transactions.

The Company's Restated Certificate of Incorporation and Bylaws divide the
Board of Directors of the Company into three classes, each class to be as nearly
equal in number of directors as possible. At each annual meeting of
stockholders, directors in each class will be elected for three-year terms to
succeed the directors of that class whose terms are expiring. Messrs. Bassett
and Stovall are Class I directors whose terms will expire in 1999; Mr. McGill is
a Class II director whose term will expire in 2000; and Messrs. DelHomme and
LaManna are Class III directors whose terms will expire in 2001. Messrs. Thomas
and Turley will be Class I and Class II directors, respectively. In accordance
with the Delaware GCL, directors serving on classified boards of directors may
only be removed from office for cause. These provisions could, under certain
circumstances, operate to delay, defer, or prevent a change in control of the
Company.

The Company's Restated Certificate of Incorporation and Bylaws contain a
number of other provisions relating to corporate governance and to the rights of
stockholders. These provisions include (a) the authority of the Board to fill
vacancies on the Board, and (b) the authority of the Board to issue preferred
stock in series with such voting rights and other powers as the Board may
determine.

STOCKHOLDERS' AND GOVERNANCE AGREEMENTS

The Company, Brunswick, and the senior executives of the Company
(consisting of William H. McGill Jr., Richard R. Bassett, Louis R. DelHomme Jr.,
Richard C. LaManna Jr., and Paul Graham Stovall) have entered into a
stockholders' agreement (the "Stockholders' Agreement"), and the Company and
Brunswick have entered into a governance agreement (the "Governance Agreement").
Subject to certain exceptions, the Stockholders' Agreement restricts the right
of the senior executives (which, for this purpose, includes transferees upon the
death, pledge, or deposit in trust of or by a senior executive) and Brunswick to
sell Common Stock without first complying with the provisions of the agreement.
Under the agreement, the senior executives may not sell any Common Stock without
first offering to sell the Common Stock to Brunswick if Brunswick has not
reached its Targeted Investment Percentage of 19% of the then-outstanding shares
of Common Stock and then to the Company, the other senior executives, and
Brunswick. Likewise, Brunswick may not sell any Common Stock without first
offering to sell the Common Stock to the Company and the senior executives. In
each case, the price per share will be the average closing price of the Common
Stock on the New York Stock Exchange during the period commencing on the trading
day the offer is made and ending on the day of the acceptance of the offer.

The Stockholders' Agreement does not restrict transfers of Common Stock
resulting from a transaction that involves a change in control of the Company or
a transaction approved by a majority of the Board of Directors. The
Stockholders' Agreement excepts each party from the resale restrictions for
sales of Common Stock in any calendar year of up to the lesser of 1% of the
issued and outstanding Common Stock or 10% of the shares owned by the party. In
addition, the senior executives will not be restricted from selling Common Stock
if, at the time of the proposed sale, Brunswick owns the Targeted Investment
Percentage and a majority of the members of the Board of Directors constitutes
the senior executives and Other Designated Members (as described below) or if
the Dealer Agreements between Brunswick and the Merged Companies are not then in
full force and effect. As defined in the Stockholders' Agreement, the term
"Other Designated Member" means any individual designated by the Company to
serve as a member of its Board of Directors and agreed to by Brunswick, which
approval will not be unreasonably withheld by Brunswick taking into account
whether such individual has the requisite knowledge and experience in business
and financial matters as to be reasonably capable of serving as a director of a
public corporation with revenue, assets, and operations comparable to the
Company. All members of the Company's current Board of Directors are senior
executives, and the two proposed directors have been approved by Brunswick.

The Stockholders' Agreement also gives Brunswick the right to achieve and
maintain its Targeted Investment Percentage through open market purchases and
through purchases in any future stock offerings by the Company. The
Stockholders' Agreement also grants Brunswick a right of first refusal on any
proposed sale

62
<PAGE> 62

of the Company's capital stock to any person that competes with the principal
lines of Brunswick's marine business.

Under the Stockholders' Agreement, Brunswick and the senior executives also
have agreed to vote their Common Stock in all elections for directors of the
Company for board nominees proposed by the Company's Board of Directors if such
nominees are either senior executives or Other Designated Members and if,
assuming the election of such persons, the majority of the Board of Directors
will consist of the senior executives and Other Designated Members. In addition,
Brunswick and the senior executives have agreed to vote their Common Stock in
favor of all proposals and recommendations made by the Company's Board of
Directors and submitted to a vote of the Company's stockholders at an annual or
special meeting as long as such proposals or recommendations were approved by a
majority of the Board of Directors of the Company and a majority of the
Company's Board of Directors consists of the senior executives and Other
Designated Members.

The Stockholders' Agreement has a term of 10 years. The rights of
Brunswick, however, under the Stockholders' Agreement are applicable only during
such time as the Dealer Agreements remain in full force and effect.

The Governance Agreement generally restricts Brunswick from owning more
than its Targeted Investment Percentage of 19% of the outstanding Common Stock.
The Governance Agreement prohibits Brunswick from (i) seeking to affect or
influence the control of the management or Board of Directors of the Company or
its business, operations, or policies; (ii) entering into a voting trust or
other agreement respecting the voting of Common Stock other than the
Stockholders' Agreement; (iii) making or participating in any solicitation of
proxies to vote Common Stock or seeking to influence any person to vote Common
Stock or being a participant in any solicitation in opposition to the
recommendation of the majority of the Company's Board of Directors with respect
to any matter; (iv) initiating, proposing, or otherwise soliciting any
stockholder proposals; (v) entering into any group or otherwise acting in
concert with any person for the purpose of acquiring, holding, voting, or
disposing of any Common Stock; or (vi) encouraging, supporting, or participating
in any tender or exchange offer unless at least 51% of the then-outstanding
Common Stock (excluding any Common Stock owned by Brunswick) has been tendered
in response to such offer or the Company announces that it supports such offer.

The Governance Agreement terminates upon the earlier of (a) 10 years from
the date of the agreement; (b) such time, if any, that a majority of the Board
of Directors has not consisted of the senior executives and Other Designated
Members for a period of 60 consecutive days, or (c) the date on which Brunswick
has owned less than 5% of the Common Stock for two consecutive years; provided
that Brunswick may take no actions inconsistent with the agreement for a period
of six months after the termination by it of the Dealer Agreements for cause.
The Governance Agreement also will be inoperative during any period that
Brunswick owns less than 5% of the Common Stock.

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<PAGE> 63

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, the Company will have outstanding
13,200,000 shares of Common Stock. All of the 4,780,569 shares to be sold in the
Offering will be freely tradable without restriction or further registration
under the Securities Act unless held by "affiliates" of the Company as that term
is defined in Rule 144 under the Securities Act. The 9,684,175 shares issued in
connection with the consummation of the Combination Transactions are "restricted
securities" as that term is defined under Rule 144 (the "Restricted Shares").
The Restricted Shares are subject to the holding period, volume, and other
resale limitations described below.

The Company, its directors, executive officers, and substantially all
stockholders of the Company as well as Brunswick have agreed, at the request of
the Representatives of the Underwriters, subject to certain exceptions, not to
sell or otherwise dispose of any shares of Common Stock in the public market
during the Lockup Period without the prior written consent of Smith Barney Inc.
See "Underwriting." These persons will own substantially all of the Restricted
Shares upon completion of the Offering. Subject to compliance with the volume
and other limitations of Rule 144 described below, beginning March 1, 1999 and
April 30, 1999, one year after completion of the Combination Transactions,
respectively, 9,191,869 and 492,306 Restricted Shares will be eligible for sale
in the public market.

In general, under Rule 144 as currently in effect, any person (or persons
whose shares are aggregated for purposes of Rule 144) who beneficially owns
restricted securities with respect to which at least one year has elapsed since
the later of the date the shares were acquired from the Company or from an
affiliate of the Company, is entitled to sell, within any three-month period
commencing 90 days after the date of this Prospectus, a number of shares that
does not exceed the greater of (i) 1% of the then outstanding shares of Common
Stock of the Company or (ii) the average weekly trading volume in Common Stock
during the four calendar weeks preceding such sale. Sales under Rule 144 also
are subject to certain manner-of-sale provisions and notice requirements and to
the availability of current public information about the Company. A person who
is not an affiliate, who has not been an affiliate within three months prior to
sale, and who beneficially owns restricted securities with respect to which at
least two years have elapsed since the later of the date the shares were
acquired from the Company or from an affiliate of the Company, is entitled to
sell such shares under Rule 144(k) without regard to any of the volume
limitations or other requirements described above.

The Company has reserved 1,980,000 shares of Common Stock for issuance
under the 1998 Incentive Stock Plan and 500,000 shares of Common Stock for
issuance under the 1998 Employee Stock Purchase Plan. Following the Offering,
the Company intends to file a registration statement under the Securities Act to
register the Common Stock to be issued under these plans. After the effective
date of such registration statement, shares issued under these plans will be
freely tradable without restriction or further registration under the Securities
Act unless acquired by affiliates of the Company, who will be subject to the
volume and other limitations of Rule 144.

In addition, the Company may issue additional shares of Common Stock as
part of any acquisition it may complete in the future. In connection with its
intention to consummate acquisitions, the Company intends to register 5,000,000
shares of Common Stock under the Securities Act during 1998 for use in
connection with future acquisitions. These shares generally will be freely
tradable after their issuance by persons not affiliated with the Company or the
acquired companies; however, sales of these shares during the Lockup Period
would require the prior written consent of Smith Barney Inc. See
"Business -- Strategy."

Prior to the Offering, there has been no market for the Common Stock. No
prediction can be made regarding the effect, if any, that public sales of shares
of the Common Stock or the availability of shares for sale will have on the
market price of the Common Stock after the Offering. Sales of substantial
amounts of the Common Stock in the public market following the Offering, or the
perception that such sales may occur, could adversely affect the market price of
the Common Stock and could impair the ability of the Company to raise capital
through sales of its equity securities.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company.

LISTING

The Common Stock has been approved for listing on the New York Stock
Exchange under the symbol "HZO."

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<PAGE> 64

UNDERWRITING

Upon the terms and subject to the conditions stated in the Underwriting
Agreement dated the date hereof, each Underwriter named below has severally
agreed to purchase, and the Company and the Selling Stockholders have agreed to
sell to such Underwriter, the number of shares of Common Stock set forth
opposite the name of such Underwriter.

<TABLE>
<CAPTION>
NUMBER
NAME OF SHARES
---- ---------
<S> <C>
Smith Barney Inc. .......................................... 1,162,185
William Blair & Company, L.L.C. ............................ 1,162,184
ABN AMRO Incorporated....................................... 55,000
BT Alex.Brown Incorporated.................................. 55,000
CIBC Oppenheimer Corp. ..................................... 55,000
Donaldson, Lufkin & Jenrette Securities Corporation......... 55,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......... 55,000
PaineWebber Incorporated.................................... 55,000
Prudential Securities Incorporated.......................... 55,000
Adams, Harkness & Hill, Inc. ............................... 35,000
Legg Mason Wood Walker, Incorporated........................ 35,000
McDonald & Company Securities, Inc. ........................ 35,000
Raymond James & Associates, Inc. ........................... 35,000
The Robinson-Humphrey Company LLC........................... 35,000
Sanders Morris Mundy Inc. .................................. 35,000
---------
Total............................................. 2,919,369
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the shares are subject to
approval of certain legal matters by counsel and to certain other conditions.
The Underwriters are obligated to take and pay for all shares of Common Stock
offered hereby (other than those covered by the over-allotment option described
below) if any such shares are taken.

The Underwriters, for whom Smith Barney Inc. and William Blair & Company,
L.L.C. are acting as the Representatives, propose to offer part of the shares
directly to the public at the public offering price set forth on the cover page
of this Prospectus and part of the shares to certain dealers at a price which
represents a concession not in excess of $0.52 per share under the public
offering price. The Underwriters may allow, and such dealers may reallow, a
concession not in excess of $0.10 per share to certain other dealers. After the
initial offering of the shares to the public, the public offering price and such
concessions may be changed by the Representatives. The Representatives of the
Underwriters have advised the Company that the Underwriters do not intend to
confirm sales of any shares to any accounts over which they exercise
discretionary authority.

The Selling Stockholders have granted to the Underwriters an option,
exercisable for 30 days from the date of this Prospectus, to purchase up to
437,905 additional shares of Common Stock at the price to public set forth on
the cover page of this Prospectus minus the underwriting discounts and
commissions. The Underwriters may exercise such option solely for the purpose of
covering over-allotments, if any, in connection with the offering of the shares
offered hereby. To the extent such option is exercised, each Underwriter will be
obligated, subject to certain conditions, to purchase approximately the same
percentage of such additional shares as the number of shares set forth opposite
each Underwriter's name in the preceding table bears to the total number of
shares listed in such table.

The Company, its executive officers, and directors, the holders of
substantially all of the Common Stock, and Brunswick have agreed that, until 180
days following the date of this Prospectus, they will not, without the prior
written consent of Smith Barney Inc., sell, offer to sell, solicit any offer to
buy, contract to sell, grant any

65
<PAGE> 65

option to purchase, or otherwise transfer or dispose of any shares of Common
Stock, or any securities convertible into, or exercisable or exchangeable for,
Common Stock, except that the Company may grant options under the Plan and may
issue shares of Common Stock (i) in connection with acquisitions, (ii) pursuant
to the Stock Purchase Plan, and (iii) pursuant to the exercise of options
granted under the Plan.

Prior to the Offering, there has not been any public market for the Common
Stock of the Company. Consequently, the initial public offering price for the
shares of Common Stock included in the Offering has been determined by
negotiations between the Company and the Representatives. Among the factors
considered in determining such price are the history of and prospects for the
Company's business and the industry in which it competes, an assessment of the
Company's management and the present state of the Company's development, the
past and present revenues and earnings of the Company, the prospects for growth
of the Company's revenues and earnings, the current state of the economy in the
United States and the current level of economic activity in the industry in
which the Company competes and in related or comparable industries, and
currently prevailing conditions in the securities markets, including current
market valuations of publicly traded companies which are comparable to the
Company.

The Representatives have advised the Company that, pursuant to Regulation M
under the Exchange Act, certain persons participating in the Offering may engage
in transactions, including stabilizing bids, syndicate covering transactions or
the imposition of penalty bids, which may have the effect of stabilizing or
maintaining the market price of the Common Stock at a level above that which
might otherwise prevail in the open market. A "stabilizing bid" is a bid for or
the purchase of the Common Stock on behalf of the Underwriters for the purpose
of fixing or maintaining the price of the Common Stock. A "syndicate covering
transaction" is the bid for or the purchase of the Common Stock on behalf of the
Underwriters to reduce a short position incurred by the Underwriters in
connection with the Offering. A "penalty bid" is an arrangement permitting the
Representatives to reclaim the selling concession otherwise accruing to an
Underwriter or syndicate member in connection with the Offering if the Common
Stock originally sold by such Underwriter or syndicate member is purchased by
the Representatives in a syndicate covering transaction and has therefore not
been effectively placed by such Underwriter or syndicate member. The
Underwriters are not required to engage in any of these activities and any such
activities, if commenced, may be discontinued at any time. The Representatives
have advised the Company that such transactions may be effected on the New York
Stock Exchange or otherwise and, if commenced, may be discontinued at any time.

The Company, the Selling Stockholders, and the Underwriters have agreed to
indemnify each other against certain liabilities, including liabilities under
the Securities Act.

SALE OF SHARES TO BRUNSWICK

Pursuant to this Prospectus, the Company is offering for sale to Brunswick
1,861,200 shares of Common Stock at a price per share equal to the Per Share
Proceeds to Company set forth on the cover page of this Prospectus. No
underwriting discounts or commissions will be paid to or received by the
Underwriters on the sale of shares of Common Stock by the Company directly to
Brunswick. Brunswick has informed the Company that it intends to purchase all of
the shares of Common Stock offered by the Company directly to Brunswick pursuant
to this Prospectus, subject to the early termination or expiration of the
applicable notification period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 and the effectiveness of the Registration Statement of
which this Prospectus forms a part. Brunswick, however, has no obligation to
purchase the shares. In the event that Brunswick does not purchase the shares,
the Company will file a post-effective amendment to the Registration Statement
of which this Prospectus forms a part describing the plan of distribution for
such shares. The Company will not proceed with any alternative plan of
distribution until it files such a post-effective amendment. If Brunswick
purchases the shares, the Company will indemnify Brunswick against certain
liabilities, including liabilities under the Securities Act, in connection with
such purchase of shares of Common Stock by Brunswick. Any shares of Common Stock
purchased by Brunswick will be subject to certain restrictions on transfer for
180 days following the date of this Prospectus. See "Underwriting."

66
<PAGE> 66

LEGAL OPINIONS

The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by O'Connor, Cavanagh, Anderson, Killingsworth & Beshears,
a professional association, Phoenix, Arizona. Certain legal matters will be
passed upon for the Underwriters by Morgan, Lewis & Bockius LLP, New York, New
York.

EXPERTS

The consolidated financial statements included in this Prospectus and
Registration Statement have been audited by Arthur Andersen LLP, independent
certified public accountants, as indicated in their report with respect thereto,
and are included herein in reliance upon the authority of said firm as experts
in giving said reports.

ADDITIONAL INFORMATION

The Company has filed with the Commission a Registration Statement under
the Securities Act with respect to the Common Stock offered by this Prospectus.
This Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits thereto. For further information with
respect to the Company and the Common Stock offered by this Prospectus,
reference is made to the Registration Statement, including the exhibits thereto.
Statements contained in this Prospectus as to the contents of any contract or
other document referred to are not necessarily complete, and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference. The Registration Statement, together with
exhibits thereto, may be inspected at the public reference facilities of the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at
the following Regional Offices of the Commission: New York Regional Office,
Seven World Trade Center, New York, New York 10048, and Chicago Regional Office,
500 West Madison Street, Chicago, Illinois 60661. Copies of the material
contained therein may be obtained at prescribed rates from the Commission's
public reference facilities in Washington, D.C. The Commission also maintains a
Web site that contains reports, proxy and information statements and other
materials that are filed through the Commission's Electronic Data Gathering,
Analysis, and Retrieval system. This Web site can be accessed at
http://www.sec.gov.

67
<PAGE> 67

MARINEMAX, INC. AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED):
Basis of Presentation..................................... F-2
Pro Forma Consolidated Balance Sheet...................... F-3
Pro Forma Consolidated Statements of Operations........... F-4
Notes to Pro Forma Consolidated Financial Statements...... F-7

CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Certified Public Accountants........ F-10
Consolidated Balance Sheets............................... F-11
Consolidated Statements of Income......................... F-12
Consolidated Statements of Stockholders' Equity........... F-13
Consolidated Statements of Cash Flows..................... F-14
Notes to Consolidated Financial Statements................ F-16
</TABLE>

F-1
<PAGE> 68

MARINEMAX, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
(UNAUDITED)

MarineMax, Inc. (MarineMax) was formed in January 1998. On March 1, 1998,
MarineMax acquired 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. d/b/a/ Louis DelHomme Marine, Harrison's Boat Center, Inc., and
Harrison's Marine Centers of Arizona, Inc. (the Merged Companies) in exchange
for shares of MarineMax's Common Stock (the Mergers). Simultaneously with the
Mergers, MarineMax acquired all of 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. in exchange for shares
of MarineMax's Common Stock (the Property Acquisitions). These acquisitions have
been accounted for under the pooling-of-interests method of accounting. The
historical financial statements of MarineMax, Inc. and subsidiaries (the
Company) have been restated to include the accounts and operating results of the
Merged Companies for all dates and periods prior to the combinations. The
Property Acquisitions were reflected in the historical financial statements as
of March 1, 1998.

On April 30, 1998, MarineMax acquired all of the issued and outstanding
common stock of Stovall Marine, Inc. (Stovall). The Stovall acquisition has been
accounted for under the purchase method of accounting. The accompanying pro
forma financial statements give effect to the acquisition of Stovall, an initial
public offering (the Offering), and certain other pro forma adjustments. See
notes to Pro Forma Consolidated Financial Statements.

The pro forma balance sheet gives effect to the Offering and the
acquisition of Stovall as if they had occurred on March 31, 1998. The pro forma
statements of operations give effect to the Offering and the acquisition of
Stovall Marine as if they had occurred on January 1, 1997. See Notes to Pro
Forma Consolidated Financial Statements.

The pro forma adjustments are based on estimates, available information and
certain assumptions that management deems appropriate. The pro forma financial
data do not purport to represent what the Company's financial position or
results of operations would actually have been if such transactions had occurred
on those dates and are not necessarily representative of the Company's financial
position or results of operations for any future period. The pro forma financial
statements should be read in conjunction with the other financial statements and
notes thereto included elsewhere in this Prospectus. See "Risk Factors" included
elsewhere herein.

F-2
<PAGE> 69

MARINEMAX, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED BALANCE SHEET -- MARCH 31, 1998
(UNAUDITED)

<TABLE>
<CAPTION>
HISTORICAL
---------------------------- PRO FORMA OFFERING PRO FORMA
MARINEMAX STOVALL ADJUSTMENTS PRO FORMA ADJUSTMENTS AS ADJUSTED
------------- ------------ ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents........... $ 5,308,153 $ 410,271 $ -- $ 5,718,424 $ -- $ 5,718,424
Accounts receivable, net............ 8,813,767 848,118 -- 9,661,885 -- 9,661,885
Inventories......................... 70,185,101 8,162,477 -- 78,347,578 -- 78,347,578
Prepaid and other current assets.... 2,744,758 295,245 -- 3,040,003 -- 3,040,003
Deferred income tax asset........... 5,838,175 -- -- 5,838,175 -- 5,838,175
------------- ------------ ----------- ------------- ------------ -------------
Total current assets.......... 92,889,954 9,716,111 -- 102,606,065 -- 102,606,065
PROPERTY AND EQUIPMENT, net........... 15,254,305 327,495 -- 15,581,800 -- 15,581,800
GOODWILL.............................. -- -- 4,920,271 4,920,271 -- 4,920,271
OTHER ASSETS.......................... 130,914 267,127 -- 398,041 -- 398,041
------------- ------------ ----------- ------------- ------------ -------------
Total assets.................. $ 108,275,173 $ 10,310,733 $ 4,920,271 $ 123,506,177 $ -- $ 123,506,177
============= ============ =========== ============= ============ =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable.................... $ 10,106,430 $ 979,643 $ -- $ 11,086,073 $ -- $ 11,086,073
Customer deposits................... 7,003,124 73,735 -- 7,076,859 -- 7,076,859
Accrued expenses.................... 5,668,864 732,507 -- 6,401,371 -- 6,401,371
Floor plan notes payable............ 44,002,099 7,131,627 -- 51,133,726 (19,136,874) 31,966,852
Short-term borrowings............... 4,200,908 -- -- 4,200,908 (4,200,908) --
Current maturities of long-term
debt.............................. 217,095 -- -- 217,095 (169,066) 48,029
Settlement payable.................. 15,000,000 -- -- 15,000,000 -- 15,000,000
Due to related parties.............. 5,500,020 775,000 -- 6,275,020 (6,275,020) --
------------- ------------ ----------- ------------- ------------ -------------
Total current liabilities..... 91,698,540 9,692,512 -- 101,391,052 (29,781,868) 71,609,184
------------- ------------ ----------- ------------- ------------ -------------
LONG-TERM DEBT, net of current maturi-
ties................................ 10,440,329 -- -- 10,440,329 (8,589,586) 1,850,743
------------- ------------ ----------- ------------- ------------ -------------
DEFERRED TAX LIABILITY................ 1,273,357 -- -- 1,273,357 -- 1,273,357
------------- ------------ ----------- ------------- ------------ -------------
COMMITMENTS AND CONTINGENCIES.........
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock..................... -- -- -- -- -- --
Common stock........................ 9,192 108,400 (107,908) 9,684 3,516 13,200
Additional paid-in capital.......... 7,116,863 -- 5,538,000 12,654,863 38,367,938 51,022,801
Retained earnings (deficit)......... (2,263,108) 547,720 (547,720) (2,263,108) -- (2,263,108)
------------- ------------ ----------- ------------- ------------ -------------
4,862,947 656,120 4,882,372 10,401,439 38,371,454 48,772,893
Less -- Common stock in treasury, at
cost.............................. -- (37,899) 37,899 -- -- --
------------- ------------ ----------- ------------- ------------ -------------
Total stockholder's equity
(deficit)................... 4,862,947 618,221 4,920,271 10,401,439 38,371,454 48,772,893
------------- ------------ ----------- ------------- ------------ -------------
Total liabilities and
stockholder's equity
(deficit)................... $ 108,275,173 $ 10,310,733 $ 4,920,271 $ 123,506,177 $ -- $ 123,506,177
============= ============ =========== ============= ============ =============
</TABLE>

The accompanying notes are an integral part of this pro forma consolidated
balance sheet.
F-3
<PAGE> 70

MARINEMAX, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 1997
(UNAUDITED)

<TABLE>
<CAPTION>
HISTORICAL
-------------------------- PRO FORMA OFFERING PRO FORMA
MARINEMAX STOVALL ADJUSTMENTS PRO FORMA ADJUSTMENTS AS ADJUSTED
------------ ----------- ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
REVENUE.............................. $169,675,293 $18,743,463 $ -- $188,418,756 $ -- $188,418,756
COST OF SALES........................ 127,417,846 13,869,520 -- 141,287,366 -- 141,287,366
------------ ----------- ----------- ------------ --------- ------------
Gross profit................. 42,257,447 4,873,943 -- 47,131,390 -- 47,131,390
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES........................... 25,722,799 2,653,194 (3,354,617)(e)(g) 25,021,376 -- 25,021,376
------------ ----------- ----------- ------------ --------- ------------
Income from operations....... 16,534,648 2,220,749 3,354,617 22,110,014 -- 22,110,014
INTEREST EXPENSE, NET................ 1,380,684 261,273 (300,000)(h) 1,341,957 (782,506)(i) 559,451
------------ ----------- ----------- ------------ --------- ------------
INCOME BEFORE INCOME TAXES........... 15,153,964 1,959,476 3,654,617 20,768,057 782,506 21,550,563
PROVISION FOR INCOME TAXES........... 410,824 737,000 6,846,483(f) 7,994,307 305,177(i) 8,299,484
------------ ----------- ----------- ------------ --------- ------------
NET INCOME (LOSS).................... $ 14,743,140 $ 1,222,476 $(3,191,866) $ 12,733,750 $ 477,329 $ 13,251,079
============ =========== =========== ============ ========= ============
PRO FORMA NET INCOME PER COMMON
SHARE:
Basic.............................. $ 1.00
============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES USED IN COMPUTING PRO FORMA
NET INCOME PER SHARE:
Basic.............................. 13,200,000
============
</TABLE>

The accompanying notes are an integral part of this pro forma consolidated
statement.
F-4
<PAGE> 71

MARINEMAX, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE-MONTH PERIOD ENDED DECEMBER 31, 1997
(UNAUDITED)

<TABLE>
<CAPTION>
HISTORICAL
------------------------ PRO FORMA OFFERING PRO FORMA
MARINEMAX STOVALL ADJUSTMENTS PRO FORMA ADJUSTMENTS AS ADJUSTED
----------- ---------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
REVENUE............................ $44,341,011 $1,018,725 $ -- $45,359,736 $ -- $45,359,736
COST OF SALES...................... 34,689,070 833,110 -- 35,522,180 -- 35,522,180
----------- ---------- ----------- ----------- ----------- -----------
Gross profit.............. 9,651,941 185,615 -- 9,837,556 -- 9,837,556
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES......................... 13,457,623 863,640 (4,740,731)(e)(g) 9,580,532 -- 9,580,532
----------- ---------- ----------- ----------- ----------- -----------
Income (loss) from
operations.............. (3,805,682) (678,025) 4,740,731 257,024 -- 257,024
INTEREST EXPENSE, NET.............. 397,964 53,662 (100,000)(h) 351,626 (223,405)(i) 128,221
----------- ---------- ----------- ----------- ----------- -----------
INCOME (LOSS) BEFORE INCOME
TAXES............................ (4,203,646) (731,687) 4,840,731 (94,602) 223,405 128,803
PROVISION (BENEFIT) FOR INCOME
TAXES............................ (426,524) (274,500) 705,995(f) 4,971 87,128(i) 92,099
----------- ---------- ----------- ----------- ----------- -----------
NET INCOME (LOSS).................. $(3,777,122) $ (457,187) $ 4,134,736 $ (99,573) $ 136,277 $ 36,704
=========== ========== =========== =========== =========== ===========
PRO FORMA NET INCOME PER COMMON
SHARE:
Basic............................ $ .00
===========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES USED IN COMPUTING PRO
FORMA NET INCOME PER SHARE:
Basic.......................... 13,200,000
===========
</TABLE>

The accompanying notes are an integral part of this pro forma consolidated
statement.
F-5
<PAGE> 72

MARINEMAX, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX-MONTH PERIOD ENDED MARCH 31, 1998
(UNAUDITED)

<TABLE>
<CAPTION>
HISTORICAL
------------------------- PRO FORMA OFFERING PRO FORMA
MARINEMAX STOVALL ADJUSTMENTS PRO FORMA ADJUSTMENTS AS ADJUSTED
------------ ---------- ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
REVENUE............................. $103,509,879 $7,644,279 $ -- $111,154,158 $ -- $111,154,158
COST OF SALES....................... 80,438,155 6,223,350 -- 86,661,505 -- 86,661,505
------------ ---------- ----------- ------------ ----------- ------------
Gross profit................ 23,071,724 1,420,929 -- 24,492,653 -- 24,492,653
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES.......................... 24,032,152 1,849,541 (5,093,976)(e)(g) 20,787,717 -- 20,787,717
SETTLEMENT OBLIGATION............... 15,000,000 -- -- 15,000,000 -- 15,000,000
------------ ---------- ----------- ------------ ----------- ------------
Income (loss) from
operations................ (15,960,428) (428,612) 5,093,976 (11,295,064) -- (11,295,064)
INTEREST EXPENSE, NET............... 1,000,162 (49,411) (200,000)(h) 750,751 (444,273)(i) 306,478
------------ ---------- ----------- ------------ ----------- ------------
INCOME (LOSS) BEFORE INCOME TAXES... (16,960,590) (379,201) 5,293,976 (12,045,815) 444,273 (11,601,542)
INCOME TAX (BENEFIT) PROVISION...... (4,580,862) (161,893) 2,702(j) (4,740,053) 177,709(i) (4,562,344)
------------ ---------- ----------- ------------ ----------- ------------
NET INCOME (LOSS)................... $(12,379,728) $ (217,308) $ 5,291,274 $ (7,305,762) $ 266,564 $ (7,039,198)
============ ========== =========== ============ =========== ============
PRO FORMA NET LOSS PER COMMON SHARE:
Basic............................. $ (.53)
============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES USED IN COMPUTING PRO FORMA
NET INCOME PER SHARE:
Basic........................... 13,200,000
============
</TABLE>

The accompanying notes are an integral part of this pro forma consolidated
statement.
F-6
<PAGE> 73

MARINEMAX, INC. AND SUBSIDIARIES

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. GENERAL:

The accompanying pro forma information presents the pro forma financial
position of MarineMax, Inc. and subsidiaries (the Company) as of March 31, 1998,
and the pro forma results of operations for the nine month period ended
September 30, 1997, and the three- and six-month periods ended December 31, 1997
and March 31, 1998, respectively.

The historical financial statements of the Company were derived from the
historical statements of income for the nine-, three- and six-month periods
ended September 30 and December 31, 1997, and March 31, 1998, respectively, and
the historical balance sheet as of March 31, 1998. See the Consolidated
Financial Statements and notes thereto for the Company included elsewhere in
this Prospectus. The historical financial statements of Stovall Marine, Inc.
(Stovall) were derived from the historical statements of income of Stovall for
the nine-, three- and six-month periods ended September 30 and December 31,
1997, and March 31, 1998, respectively, and the historical balance sheet as of
March 31, 1998. The financial statements for Stovall have not been included in
this prospectus due to the insignificance of Stovall as compared to the Company
under Rule 3-05 of Regulation S-X.

2. ACQUISITION OF STOVALL MARINE

On April 30, 1998, the Company acquired all of the issued and outstanding
common stock of 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 $4.9 million of
goodwill, representing the excess purchase price over the estimated fair value
of net assets acquired. The goodwill is being amortized over 40 years.

F-7
<PAGE> 74
MARINEMAX, INC. AND SUBSIDIARIES

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

3. ADJUSTMENTS TO PRO FORMA CONSOLIDATED BALANCE SHEET:

The following table summarizes the pro forma adjustments to the balance
sheet as of March 31, 1998:

<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS TOTAL OFFERING ADJUSTMENTS
----------- PRO FORMA ---------------------------------------- TOTAL OFFERING
(a) ADJUSTMENTS (b) (c) (d) ADJUSTMENTS
----------- ----------- ----------- ------------ ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents............... $ -- $ -- $38,371,454 $(32,096,434) $(6,275,020) $ --
---------- ---------- ----------- ------------ ----------- ------------
Total current assets.............. -- -- 38,371,454 (32,096,434) (6,275,020) --
GOODWILL.................................. 4,920,271 4,920,271 -- -- -- --
---------- ---------- ----------- ------------ ----------- ------------
Total assets...................... $4,920,271 $4,920,271 $38,371,454 $(32,096,434) $(6,275,020) $ --
========== ========== =========== ============ =========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Floor plan notes payable................ $ -- $ -- $ -- $(19,136,874) $ -- $(19,136,874)
Short-term borrowings................... -- -- -- (4,200,908) -- (4,200,908)
Current maturities of long-term debt.... -- -- -- (169,066) -- (169,066)
Due to related parties.................. -- -- -- -- (6,275,020) (6,275,020)
---------- ---------- ----------- ------------ ----------- ------------
Total current liabilities......... -- -- -- (23,506,848) (6,275,020) (29,781,868)
LONG-TERM DEBT, net of current
maturities.............................. -- -- -- (8,589,586) -- (8,589,586)
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock............................ (107,908) (107,908) 3,516 -- -- 3,516
Additional paid-in capital.............. 5,538,000 5,538,000 38,367,938 -- -- 38,367,938
Retained earnings (deficit)............. (547,720) (547,720) -- -- -- --
---------- ---------- ----------- ------------ ----------- ------------
4,882,372 4,882,372 38,371,454 -- -- 38,371,454
Less -- Common stock in treasury, at
cost.................................. 37,899 37,899 -- -- -- --
---------- ---------- ----------- ------------ ----------- ------------
Total stockholders' equity
(deficit)....................... 4,920,271 4,920,271 38,371,454 -- -- 38,371,454
---------- ---------- ----------- ------------ ----------- ------------
Total liabilities and
stockholders' equity
(deficit)....................... $4,920,271 $4,920,271 $38,371,454 $(32,096,434) $(6,275,020) $ --
========== ========== =========== ============ =========== ============
</TABLE>

(a) Records the acquisition of Stovall in exchange for Common Stock of the
Company.

(b) Reflects the net proceeds from the sale by the Company of 3,515,824 shares
of Common Stock in the Offering at $12.50 per share, estimated to be
approximately $38,371,000 (after deducting underwriting discounts and
commissions and estimated offering expenses).

(c) Reflects the use of a portion of the net proceeds of the Offering to reduce
floor plan notes payable of $19,136,874, short-term borrowings of
$4,200,908, and long-term debt of $8,758,652.

(d) Reflects the settlement of certain related party payables and receivables
with proceeds from the Offering.

F-8
<PAGE> 75
MARINEMAX, INC. AND SUBSIDIARIES

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. ADJUSTMENTS TO THE PRO FORMA CONSOLIDATED STATEMENTS OF INCOME:

(e) Reflects an adjustment of approximately $3,448,000, $4,772,000 and
$5,156,000 for the nine-month, three-month and six-month periods ended
September 30, and December 31, 1997, and March 31, 1998, respectively, to
reduce officer and employee compensation based upon employment agreements
entered into in connection with the Mergers. This adjustment does not
reflect discretionary bonuses, if any, which may be paid to these
individuals.

(f) For the nine-month and three-month periods ended September 30, and December
31, 1997, reflects the provision for income taxes as if all the Company's
subsidiaries were C corporations during the period presented.

(g) Reflects goodwill amortization expense of approximately $93,000, $31,000 and
$62,000 for the nine-month, three-month and six-month periods ended
September 30, and December 31, 1997, and March 31, 1998, respectively, in
connection with the acquisition of Stovall. The goodwill is being amortized
over an estimated useful life of 40 years.

(h) Reflects a reduction of the Company's borrowing rate on outstanding floor
plan balances as a result of a newly secured working capital line of credit
providing interest based on LIBOR plus 125 basis points.

(i) Reflects the elimination of interest expense resulting from the reduction of
floor plan notes payable, short-term borrowings and long-term debt by
utilizing a portion of the net proceeds of the Offering.

(j) Reflects the provision for income taxes as if all the Company's subsidiaries
were C corporations during the period presented. Effective with the Mergers,
all subsidiaries of the Company elected C corporation tax status. The
Company recorded a tax provision of approximately $1,680,000 to recognize
differences in the bases of assets and liabilities for financial reporting
and tax purposes, which is eliminated herewith.

5. PRO FORMA NET INCOME PER SHARE:

The shares used in computing pro forma net income per share are as follows:

<TABLE>
<S> <C>
Outstanding shares of Common Stock....................... 9,191,870
Shares issued to purchase Stovall........................ 492,306
Shares issued in the Offering............................ 3,515,824
----------
Pro forma, as adjusted shares.......................... 13,200,000
==========
</TABLE>

F-9
<PAGE> 76

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To MarineMax, Inc.:

We have audited the accompanying consolidated balance sheets of MarineMax,
Inc. (a Delaware corporation) and subsidiaries as of December 31, 1996, and
September 30, 1997, and the related consolidated statements of income,
stockholders' equity and cash flows for the years ended December 31, 1995 and
1996, and the nine-month period ended September 30, 1997. 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 December 31, 1996, and September 30,
1997, and the results of their operations and their cash flows for the years
ended December 31, 1995 and 1996, and the nine-month period ended September 30,
1997, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Tampa, Florida,
March 2, 1998 (except with respect to the matters discussed in
Note 13, as to which the date is April 30, 1998)

F-10
<PAGE> 77

MARINEMAX, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30, MARCH 31,
1996 1997 1998
------------ ------------- ------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents........................ $ 2,639,276 $11,014,090 $ 5,308,153
Accounts receivable.............................. 4,990,025 6,779,176 8,813,767
Due from related parties......................... 516,393 585,913 --
Inventories...................................... 53,537,272 50,404,178 70,185,101
Prepaids and other current assets................ 462,171 530,024 2,744,758
Deferred tax asset............................... 666,581 529,212 5,838,175
----------- ----------- ------------
Total current assets..................... 62,811,718 69,842,593 92,889,954
PROPERTY AND EQUIPMENT, net........................ 4,951,848 5,389,397 15,254,305
DUE FROM RELATED PARTY............................. 54,719 54,719 --
OTHER ASSETS....................................... 37,964 86,023 130,914
----------- ----------- ------------
Total assets............................. $67,856,249 $75,372,732 $108,275,173
=========== =========== ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable................................. $ 4,015,110 $ 6,080,006 $ 10,106,430
Customer deposits................................ 1,642,978 3,395,914 7,003,124
Accrued expenses................................. 3,504,602 4,195,239 5,668,864
Floor plan notes payable......................... 39,250,055 26,152,099 44,002,099
Short-term borrowings............................ 3,390,601 2,711,677 4,200,908
Current maturities of long-term debt............. 146,344 973,269 217,095
Settlement payable............................... -- -- 15,000,000
Due to stockholders.............................. 2,640,434 5,555,540 5,500,020
----------- ----------- ------------
Total current liabilities................ 54,590,124 49,063,744 91,698,540
----------- ----------- ------------
LONG-TERM DEBT, net of current maturities.......... 949,309 5,981,487 10,440,329
----------- ----------- ------------
DEFERRED TAX LIABILITY............................. -- -- 1,273,357
----------- ----------- ------------
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, 8,574,957 and 7,799,844 shares
issued at December 31, 1996, and September 30,
1997, respectively............................ 8,575 7,800 9,192
Additional paid-in capital....................... 589,783 -- 7,116,863
Retained earnings................................ 11,718,458 20,319,701 (2,263,108)
----------- ----------- ------------

Total stockholders' equity............... 12,316,816 20,327,501 4,862,947
----------- ----------- ------------
Total liabilities and stockholders'
equity................................. $67,856,249 $75,372,732 $108,275,173
=========== =========== ============
</TABLE>

The accompanying notes are an integral part of these consolidated balance
sheets.
F-11
<PAGE> 78

MARINEMAX, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
FOR THE
FOR THE YEAR ENDED NINE-MONTH FOR THE SIX-MONTH PERIOD
DECEMBER 31, PERIOD ENDED ENDED MARCH 31,
--------------------------- SEPTEMBER 30, --------------------------
1995 1996 1997 1997 1998
------------ ------------ ------------- ----------- ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
REVENUE........................ $152,888,507 $175,060,206 $169,675,293 $87,778,550 $103,509,879
COST OF SALES.................. 116,896,249 132,641,343 127,417,846 68,531,377 80,438,155
------------ ------------ ------------ ----------- ------------
Gross profit......... 35,992,258 42,418,863 42,257,447 19,247,173 23,071,724
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES...... 28,373,608 34,449,295 25,722,799 20,075,378 24,032,152
SETTLEMENT OBLIGATION.......... -- -- -- -- 15,000,000
------------ ------------ ------------ ----------- ------------
Income (loss) from
operations......... 7,618,650 7,969,568 16,534,648 (828,205) (15,960,428)
INTEREST EXPENSE, net.......... 948,512 1,268,027 1,380,684 524,958 1,000,162
------------ ------------ ------------ ----------- ------------
INCOME (LOSS) BEFORE INCOME
TAXES........................ 6,670,138 6,701,541 15,153,964 (1,353,163) (16,960,590)
INCOME TAX (BENEFIT)
PROVISION.................... (49,097) 20,514 410,824 (484,844) (4,580,862)
------------ ------------ ------------ ----------- ------------
NET INCOME (LOSS).............. $ 6,719,235 $ 6,681,027 $ 14,743,140 $ (868,319) $(12,379,728)
============ ============ ============ =========== ============
NET INCOME (LOSS) PER COMMON
SHARE:
Basic..................... $ .78 $ .78 $ 1.89 $ (.11) $ (1.54)
============ ============ ============ =========== ============
UNAUDITED PRO FORMA INCOME TAX
PROVISION (BENEFIT).......... $ 2,709,015 $ 2,668,467 $ 5,554,629 $ (1,935,651)
------------ ------------ ------------ ------------
UNAUDITED PRO FORMA NET INCOME
(LOSS)....................... $ 4,010,220 $ 4,012,560 $ 9,188,511 $(10,444,077)
============ ============ ============ ============
UNAUDITED PRO FORMA NET INCOME
(LOSS) PER COMMON SHARE:
Basic..................... $ .47 $ .47 $ 1.18 $ (1.30)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES USED IN
COMPUTING NET INCOME (LOSS)
PER COMMON SHARE AND
UNAUDITED PRO FORMA NET
INCOME (LOSS) PER COMMON
SHARE:
Basic..................... 8,574,957 8,574,957 7,799,844 7,799,844 8,036,947
============ ============ ============ =========== ============
</TABLE>

The accompanying notes are an integral part of these consolidated statements.
F-12
<PAGE> 79

MARINEMAX, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996,
THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 1997,
AND THE SIX-MONTH PERIOD ENDED MARCH 31, 1998 (UNAUDITED)

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TOTAL
------------------ PAID-IN RETAINED STOCKHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS EQUITY
--------- ------ ---------- ------------ -------------
<S> <C> <C> <C> <C> <C>
BALANCE, January 1, 1995....................... 8,574,957 $8,575 $ 588,783 $ 9,665,550 $ 10,262,908
Net income................................... -- -- -- 6,719,235 6,719,235
Capital contribution......................... -- -- 1,000 -- 1,000
Distributions to stockholders................ -- -- -- (5,857,754) (5,857,754)
--------- ------ ---------- ------------ ------------
BALANCE, December 31, 1995..................... 8,574,957 8,575 589,783 10,527,031 11,125,389
Net income................................... -- -- -- 6,681,027 6,681,027
Distributions to stockholders................ -- -- -- (5,489,600) (5,489,600)
--------- ------ ---------- ------------ ------------
BALANCE, December 31, 1996..................... 8,574,957 8,575 589,783 11,718,458 12,316,816
Net income................................... -- -- -- 14,743,140 14,743,140
Capital contribution......................... -- -- 1,000 -- 1,000
Distributions to stockholders................ -- -- -- (633,455) (633,455)
Redemption of common stock................... (775,113) (775) (590,783) (5,508,442) (6,100,000)
--------- ------ ---------- ------------ ------------
BALANCE, September 30, 1997.................... 7,799,844 7,800 -- 20,319,701 20,327,501
Net loss (unaudited)......................... -- -- -- (12,379,728) (12,379,728)
Capital contributions (unaudited)............ 1,392,026 1,392 5,327,646 -- 5,329,038
Distributions to stockholders (unaudited).... -- -- -- (8,413,864) (8,413,864)
Contribution of S corporation retained
earnings.................................. -- -- 1,789,217 (1,789,217) --
--------- ------ ---------- ------------ ------------
BALANCE, March 31, 1998 (unaudited)............ 9,191,870 $9,192 $7,116,863 $ (2,262,108) $ 4,862,947
========= ====== ========== ============ ============
</TABLE>

The accompanying notes are an integral part of these consolidated statements.
F-13
<PAGE> 80

MARINEMAX, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE
FOR THE YEAR ENDED NINE-MONTH FOR THE SIX-MONTH PERIOD
DECEMBER 31, PERIOD ENDED ENDED MARCH 31,
------------------------- SEPTEMBER 30, --------------------------
1995 1996 1997 1997 1998
----------- ----------- ------------- ----------- ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss)................ $ 6,719,235 $ 6,681,027 $14,743,140 $ (868,319) $(12,379,728)
Adjustments to reconcile net
income (loss) to net cash
provided by (used in)
operating activities
Depreciation and
amortization................ 603,341 707,055 595,173 412,898 394,904
Deferred income tax
(provision) benefit......... (71,682) (594,899) 137,369 666,581 (4,035,606)
Loss (gain) on sale of
property and equipment...... 13,365 (17,054) (318) 26,637 --
(Increase) decrease in --
Accounts receivable......... (1,383,825) (1,834,280) (1,789,151) 155,569 (2,034,591)
Due from related parties.... 94,346 (481,623) (69,520) (464,827) 640,632
Inventories................. (5,773,855) (12,575,374) 3,133,094 (16,798,344) (19,780,923)
Prepaids and other assets... (391,221) 377,772 (115,912) 555,008 (2,259,625)
(Decrease) increase in --
Accounts payable............ (911,599) 1,788,149 2,064,896 1,858,507 4,026,424
Customer deposits........... 467,956 (2,541,399) 1,752,936 1,662,470 3,607,210
Accrued expenses and other
liabilities.............. 1,108,394 1,597,567 690,637 (1,650,215) 1,473,625
Floor plan notes payable.... 5,316,611 13,538,528 (13,097,956) 13,326,668 17,850,000
Settlement payable.......... -- -- -- -- 15,000,000
----------- ----------- ----------- ----------- ------------
Net cash provided by
(used in) operating
activities............. 5,791,066 6,645,469 8,044,388 (1,117,367) 2,502,322
----------- ----------- ----------- ----------- ------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchases of property and
equipment..................... (1,148,178) (1,329,898) (1,049,392) (941,206) (830,747)
Proceeds from sale of property
and equipment................. 3,939 60,201 16,988 -- --
----------- ----------- ----------- ----------- ------------
Net cash used in
investing activities... (1,144,239) (1,269,697) (1,032,404) (941,206) (830,747)
----------- ----------- ----------- ----------- ------------
</TABLE>

F-14
<PAGE> 81

MARINEMAX, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)

<TABLE>
<CAPTION>
FOR THE
NINE-MONTH
FOR THE YEAR ENDED PERIOD FOR THE SIX-MONTH PERIOD
DECEMBER 31, ENDED ENDED MARCH 31,
------------------------- SEPTEMBER 30, --------------------------
1995 1996 1997 1997 1998
----------- ----------- ------------- ----------- ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital Contribution................... 1,000 -- 1,000 -- --
Net decrease in cash overdraft......... (964,355) -- -- -- --
Net borrowings (repayments) on notes
payable to related parties........... 1,422,975 (53,996) 2,752,106 2,373,594 (871,426)
Borrowings on long-term debt........... 114,568 1,142,761 1,491,781 -- --
Repayments on long-term debt........... (200,000) (1,123,583) (1,732,678) (113,263) (397,359)
Net borrowings (repayments) on
short-term borrowings................ 1,299,460 541,141 (678,924) 3,842,032 1,489,231
Distributions to stockholders.......... (5,749,436) (5,489,600) (470,455) (5,219,883) (7,597,958)
----------- ----------- ----------- ----------- ------------
Net cash (used in) provided by
financing activities.......... (4,075,788) (4,983,277) 1,362,830 882,480 (7,377,512)
----------- ----------- ----------- ----------- ------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS............................ 571,039 392,495 8,374,814 (1,176,093) (5,705,937)
CASH AND CASH EQUIVALENTS, beginning of
period................................. 1,675,742 2,246,781 2,639,276 6,149,772 11,014,090
----------- ----------- ----------- ----------- ------------
CASH AND CASH EQUIVALENTS, end of
period................................. $ 2,246,781 $ 2,639,276 $11,014,090 $ 4,973,679 $ 5,308,153
=========== =========== =========== =========== ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid for
Interest............................. $ 1,881,296 $ 2,267,778 $ 2,248,500 $ 818,277 $ 1,255,101
Income taxes......................... $ 1,562 $ 10,528 $ 24,230 $ -- $ --
SUPPLEMENTAL DISCLOSURES OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:
Distribution declared but not yet
paid................................. $ 108,318 $ -- $ 163,000 $ -- $ 815,906
Long-term debt issued for redemption of
common stock......................... $ -- $ -- $ 6,100,000 $ 6,100,000 $ --
Acquisition of property and equipment,
in exchange for common stock......... $ -- $ -- $ -- $ -- $ 9,429,065
Assumption of long-term debt in
conjunction with the acquisition of
property and equipment............... $ -- $ -- $ -- $ -- $ 4,100,027
</TABLE>

The accompanying notes are an integral part of these consolidated statements.
F-15
<PAGE> 82

MARINEMAX, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BUSINESS AND ORGANIZATION:

MarineMax, Inc. (MarineMax) and subsidiaries (the Company) are primarily
engaged in the retail sale and service of new and used boats, motors, trailers,
marine parts and accessories in Florida, Texas, Arizona and California.

MarineMax was formed on January 23, 1998, through a capital contribution of
$500 from its founding shareholder. MarineMax effected a business combination on
March 1, 1998, in which it acquired 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., Harrison's Marine Centers of Arizona, Inc. (collectively, the
Merged Companies) and all of 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 Property
Acquisitions) in exchange for 9,191,869 shares of the Company's common stock
(the Pooling).

The business combination referred to above has been accounted for under the
pooling-of-interests method of accounting. Thus, the accompanying financial
statements have been restated to include the accounts and operating results of
MarineMax and the Merged Companies for all dates and periods prior to the
combination. The Property Acquisitions have been reflected in the accompanying
financial statements as of March 1, 1998.

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. SIGNIFICANT ACCOUNTING POLICIES:

FISCAL YEAR

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>
AMOUNT
------------
<S> <C>
Revenue..................................................... $136,324,982
Cost of sales............................................... 101,993,118
------------
Gross profit...................................... 34,331,864
Selling, general and administrative expenses................ 22,035,219
------------
Income from operations............................ 12,296,645
Interest expense, net....................................... 1,006,466
------------
Income before income tax provision.......................... 11,290,179
Income tax provision........................................ 526,930
------------
Net income........................................ $ 10,763,249
============
</TABLE>

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.

F-16
<PAGE> 83
MARINEMAX, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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.

CUSTOMER DEPOSITS

Customer deposits include amounts received from customers toward the
purchase of boats. These deposits are recognized as revenue when the related
boats are delivered to customers, or are returned to customers if the related
boat sales do not close.

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 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 whole as of December
31, 1996, or September 30, 1997, 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
December 31, 1996, or September 30, 1997, is based upon the Company's experience
for repayments or defaults on the service contracts.

F-17
<PAGE> 84
MARINEMAX, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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 $1,599,000, $2,600,000 and $2,343,000 for the years ended December
31, 1995 and 1996, and the nine-month period ended September 30, 1997,
respectively.

INCOME TAXES AND UNAUDITED PRO FORMA INCOME TAX PROVISION

Certain of the Merged Companies elected S corporation status under the
provisions of the Internal Revenue Code prior to the Pooling. Accordingly,
income of these Merged Companies prior to the Pooling was passed through to the
stockholders; as such, these Merged Companies historically recorded no provision
for income taxes. The accompanying consolidated statement of income for the
nine-month period ended September 30, 1997, includes an unaudited pro forma
income tax provision assuming these Merged Companies had been taxed as C
corporations during that period.

Other Merged Companies 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 Ray Industries,
Inc. (Ray Industries), Boston Whaler, Inc. (Boston Whaler), Mercury Marine and
Baja Marine Corporation (all subsidiaries or divisions of Brunswick Corporation)
(collectively, the Manufacturers). Approximately 84 percent of the Company's
revenue is derived from products acquired from the Manufacturers. These
agreements allow the Company to purchase, stock, sell and service boats and
products of the Manufacturers. These agreements also allow the Company to use
the Manufacturers' 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, management 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
the Manufacturers are renewable subject to certain terms and conditions in the
agreements and expire in 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 local financial institutions.
Concentrations of credit risk arising from receivables are limited primarily to
manufacturers and financial institutions.

CONSOLIDATED STATEMENTS OF CASH FLOWS

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.

F-18
<PAGE> 85
MARINEMAX, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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 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 which 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's management believes this statement will not have any
impact on its consolidated financial statements.

INTERIM FINANCIAL INFORMATION

As is normal and customary, the interim financial statements as of March
31, 1998, and for the six-month periods ended March 31, 1997 and 1998, are
unaudited, and certain information normally included in financial statements
prepared in accordance with generally accepted accounting principles has not
been included herein. In the opinion of management, all adjustments necessary to
fairly present the financial position, results of operations and cash flows with
respect to the interim financial statements have been properly included. Due to
seasonality and other factors, the results of operations for the interim period
are not necessarily indicative of the results that will be realized for the
entire fiscal year.

3. 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
F-19
<PAGE> 86
MARINEMAX, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

manufacturers represent receivables for various incentive programs and parts and
service work performed pursuant to the manufacturers' warranty coverages.

The accounts receivable balances consisted of the following as of December
31, 1996, and September 30, 1997:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1996 1997
------------ -------------
<S> <C> <C>
Trade receivables.................................. $2,755,139 $3,589,023
Amounts due from manufacturers..................... 1,971,426 2,996,047
Other receivables.................................. 263,460 194,106
---------- ----------
$4,990,025 $6,779,176
========== ==========
</TABLE>

4. INVENTORIES:

Inventories were comprised of the following as of December 31, 1996, and
September 30, 1997:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1996 1997
------------ -------------
<S> <C> <C>
New boats, motors and trailers.................... $46,719,800 $41,764,979
Used boats, motors and trailers................... 3,808,325 5,388,798
Parts, accessories and other...................... 3,009,147 3,250,401
----------- -----------
$53,537,272 $50,404,178
=========== ===========
</TABLE>

5. PROPERTY AND EQUIPMENT:

Property and equipment consisted of the following as of December 31, 1996,
and September 30, 1997:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1996 1997
------------ -------------
<S> <C> <C>
Land.............................................. $ 859,005 $ 859,005
Buildings and improvements........................ 3,028,263 3,471,170
Machinery and equipment........................... 2,782,254 2,894,999
Furniture and fixtures............................ 1,578,675 1,778,543
Vehicles.......................................... 998,368 1,236,915
---------- -----------
9,246,565 10,240,632
Less - Accumulated depreciation and
amortization.................................... (4,294,717) (4,851,235)
---------- -----------
$4,951,848 $ 5,389,397
========== ===========
</TABLE>

F-20
<PAGE> 87
MARINEMAX, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6. FLOOR PLAN NOTES PAYABLE:

Floor plan notes payable consisted of the following as of December 31,
1996, and September 30, 1997:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1996 1997
------------ -------------
<S> <C> <C>
Floor plan notes payable to financial institution, due
when the related boats are sold or 12 months after the
advance, whichever is earlier, bearing interest at prime
less .5% (8% at September 30, 1997), collateralized by
certain receivables, inventories and property and
equipment............................................... $ 8,398,558 $ 5,634,034
Floor plan notes payable to financial institutions, due
when related boats are sold, bearing interest at rates
ranging from 7.63 to 7.91%, collateralized by certain
receivables, inventories and property and equipment..... 12,441,979 7,625,727
Floor plan notes payable to financial institution, due
when related boats are sold, bearing interest at LIBOR
plus 2.5% (8.16% at September 30, 1997), collateralized
by certain receivables, inventories and property and
equipment............................................... 4,988,971 1,502,100
Floor plan notes payable to financial institution, due
when related boats are sold, bearing interest at prime
plus .75% (9.25% at September 30, 1997), collateralized
by certain inventories.................................. 1,845,223 3,624,849
Floor plan notes payable due to financial institutions,
due when related boats are sold or 12 months after the
advance, whichever is earlier, bearing interest at rates
ranging from .5% to prime plus 4% (12.5% at September
30, 1997), collateralized by certain receivables,
inventories and property and equipment.................. 11,575,324 7,765,389
----------- -----------
$39,250,055 $26,152,099
=========== ===========
</TABLE>

The Company receives interest assistance directly from the Manufacturers.
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 financial institution depending on the
arrangements the Manufacturer has established. Discontinuance of these programs
could result in an increase in interest expense.

The maximum borrowings permitted and total available borrowings under the
floor plan notes payable at September 30, 1997, were approximately $50,000,000
and $23,848,000, respectively. The weighted average interest rate on borrowings
outstanding under the floor plan notes payable as of December 31, 1996 and
September 30, 1997, was approximately 6.80% and 7.50%, respectively.

7. LONG-TERM DEBT:

Long-term debt was comprised of the following as of December 31, 1996, and
September 30, 1997:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1996 1997
------------ -------------
<S> <C> <C>
Unsecured note payable to former stockholder, due in various
quarterly installments, bearing interest at 5% for the
period January 1, 1997, through December 31, 1997, and 10%
thereafter through maturity in January 2008............... $ -- $ 5,955,419
</TABLE>

F-21
<PAGE> 88
MARINEMAX, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1996 1997
------------ -------------
<S> <C> <C>
Mortgage note payable to financial institution, due in
monthly installments of $16,337, bearing interest at 8%,
maturing in August 2002, collateralized by property and
equipment................................................. 907,337 812,628
Various notes payable, due in monthly installments ranging
from $390 to $3,141, bearing interest at rates ranging
from 4.9% to 10.25%, maturing April 1999 through May 2017,
collateralized by property and equipment.................. 188,316 186,709
---------- -----------
1,095,653 6,954,756
Less -- Current maturities.................................. (146,344) (973,269)
---------- -----------
$ 949,309 $ 5,981,487
========== ===========
</TABLE>

The aggregate maturities of long-term debt were as follows at September 30,
1997:

<TABLE>
<CAPTION>
PERIOD ENDING
SEPTEMBER 30, AMOUNT
------------- ----------
<S> <C>
1998.................................................. $ 973,269
1999.................................................. 817,818
2000.................................................. 799,128
2001.................................................. 809,540
2002.................................................. 810,001
Thereafter............................................ 2,745,000
----------
$6,954,756
==========
</TABLE>

8. SHORT-TERM BORROWINGS:

Short-term borrowings consisted of the following as of December 31, 1996,
and September 30, 1997:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1996 1997
------------ -------------
<S> <C> <C>
Line of credit payable to financial institution, due on
demand, bearing interest due monthly at prime plus .5%
(9% at September 30, 1997), collateralized by a secondary
lien on certain receivables and property and equipment... $1,095,000 $ --
Unsecured line of credit payable to financial institution,
due on demand, bearing interest due monthly at prime plus
.5% (9% at September 30, 1997)........................... 2,295,601 2,711,677
---------- ----------
$3,390,601 $2,711,677
========== ==========
</TABLE>

The line of credit agreements described above provide for total maximum
borrowings of $4,750,000. Total available borrowings on the line of credit
agreements as of September 30, 1997, were approximately $2,038,000. The weighted
average interest rate on short-term borrowings as of December 31, 1996 and
September 30, 1997, was 9% and 8.75%, respectively.

F-22
<PAGE> 89
MARINEMAX, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

9. INCOME TAXES:

Federal income taxes for those Merged Companies taxed as C corporations
were as follows for the years ended December 31, 1995 and 1996, and the
nine-month period ended September 30, 1997:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------- SEPTEMBER 30,
1995 1996 1997
-------- --------- -------------
<S> <C> <C> <C>
Current................................. $ 21,610 $ 614,270 $272,455
Deferred................................ (70,707) (593,756) 137,369
-------- --------- --------
$(49,097) $ 20,514 $409,824
======== ========= ========
</TABLE>

Actual income tax expense (benefit) was not materially different from
income tax expense (benefit) computed by applying the U.S. Federal Statutory
Corporate Tax Rate of 34 percent to income (loss) before income tax provision
for the years ended December 31, 1995 and 1996, and the nine-month period ended
September 30, 1997, for those Merged Companies taxed as C corporations.

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 the net
deferred tax assets are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1996 1997
------------ -------------
<S> <C> <C>
Current deferred tax assets:
Inventory........................................ $134,980 $ --
Accrued expenses................................. 432,070 368,394
Net operating loss (NOL) carryforwards........... 99,531 160,818
-------- ----------
Net current deferred tax assets.......... $666,581 $ 529,212
======== ==========
</TABLE>

As of September 30, 1997, the Company had NOL carryforwards of
approximately $498,000. 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 combination discussed in Note 1, the Company
recorded a deferred tax liability of approximately $1,640,000 for income taxes
that will be payable by the Company upon conversion of certain of the Merged
Companies that had elected S corporation status to C corporations.

10. DUE TO STOCKHOLDERS:

Due to stockholders includes non-collateralized demand notes which bear
interest at rates ranging from 0 to 10 percent.

11. 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
$1,339,000, $1,279,000 and $1,245,000 for the years ended December 31, 1995 and
1996, and the nine-month period ended September 30, 1997, respectively. Rental
payments to related parties under both cancelable and non-cancelable operating
leases approximated $1,135,400 and $1,154,400 for the years ended December 31,
1995 and 1996, and $935,050 for the nine-month period ended September 30, 1997,
respectively.

F-23
<PAGE> 90
MARINEMAX, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Future minimum lease payments under non-cancelable operating leases were as
follows at September 30, 1997:

<TABLE>
<CAPTION>
YEAR ENDING
SEPTEMBER 30, AMOUNT
------------- ----------
<S> <C>
1998................................................... $1,582,873
1999................................................... 1,190,300
2000................................................... 815,945
2001................................................... 632,570
2002................................................... 592,400
Thereafter............................................. 2,144,700
----------
$6,958,788
==========
</TABLE>

- ---------------
Approximately $4,213,000 of the above future minimum lease payments relate to
leases of property from related parties which were canceled in connection with
the Property Acquisitions on March 1, 1998.

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, 1997. While it is not feasible to
determine the outcome of these actions at this time, management believes that
these matters will not have a material adverse effect on the Company's 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.

12. EMPLOYEE 401(k) PROFIT SHARING PLANS:

Certain MarineMax subsidiaries maintain defined contribution benefit plans
(the Plans). The Plans provide for matching contributions from the Company that
are limited to certain percentages of employee contributions. Additional
discretionary amounts may be contributed by the Company. The Company contributed
approximately $234,000, $339,000 and $221,000 to the Plans for the years ended
December 31, 1995 and 1996, and for the nine-month period ended September 30,
1997.

13. SUBSEQUENT EVENTS:

FLOOR PLAN NOTE PAYABLE

On April 7, 1998, the Company executed an agreement for a new working
capital line of credit with a financial institution under which the Company
plans to refinance all of its outstanding floor plan notes payable. The maximum
available borrowings under the new working capital line of credit are $105
million. The new working capital line of credit bears interest at LIBOR plus
1.25 percent, and has a three-year term.

BRUNSWICK CORPORATION SETTLEMENT

Subsequent to year-end, Brunswick Corporation and the Company disputed the
applicability of the change in control provisions in the Company's dealership
agreements to the Pooling. 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 consented to
changes in the ownership of certain of the Merged Companies resulting from the
Pooling, and the Company agreed to pay Brunswick Corporation

F-24
<PAGE> 91
MARINEMAX, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

$15 million by December 31, 1998. The $15 million payable to Brunswick
Corporation bears interest payable quarterly at LIBOR plus 1.25%.

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 financial statements.

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 and 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
will be 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 is proposed as of the date of the
Company's initial public offering will receive 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 will be 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 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, full-time 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 July in the years 1998 through 2007,
with each offering terminating on June 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

F-25
<PAGE> 92
MARINEMAX, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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.

ACQUISITION OF STOVALL MARINE, INC.

On April 30, 1998, the Company acquired all of the issued and outstanding
Common Stock of Stovall Marine, Inc. (Stovall) (a Georgia corporation) 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 $4.9 million of goodwill, representing the
excess purchase price over the estimated fair value of net assets acquired. The
goodwill is being amortized over 40 years.

14. SUBSEQUENT EVENTS (UNAUDITED) WITH RESPECT TO THE PERIOD ENDED
MARCH 31, 1998:

The interim financial information as of March 31, 1998 has been prepared on
a basis of accounting consistent with the accounting policies used in the
previous fiscal period. This interim financial information should be read in
conjunction with the audited financial statements for the fiscal period ended
September 30, 1997.

The March 31, 1998 interim balance sheet reflects seasonal changes inherent
in the Company's business operations, including the increase in inventories and
floor plan notes payable (as detailed below) in anticipation of the Company's
primary selling season in most markets. In addition, the March 31, 1998 interim
balance sheet reflects an increase in property and equipment (as detailed below)
and related long-term debt associated with the Property Acquisitions. Finally,
the March 31, 1998 interim balance sheet reflects the increase in the Company's
deferred tax assets associated with the Brunswick settlement payable.

INVENTORIES

The increase in inventories from September 30, 1997 to March 31, 1998 was
due to seasonal factors that affect the Company's business. Inventories were
comprised of the following as of March 31, 1998:

<TABLE>
<S> <C>
New boats, motors and trailers.............................. $58,935,820
Used boats, motors and trailers............................. 7,417,023
Parts, accessories and other................................ 3,832,258
-----------
$70,185,101
===========
</TABLE>

F-26
<PAGE> 93
MARINEMAX, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

PROPERTY AND EQUIPMENT

The increase in property and equipment from September 30, 1997 to March 31,
1998 was primarily due to the Property Acquisitions. Property and equipment
consisted of the following as of March 31, 1998:

<TABLE>
<S> <C>
Land........................................................ $ 4,974,533
Buildings and improvements.................................. 9,041,807
Machinery and equipment..................................... 3,234,964
Furniture and fixtures...................................... 1,997,795
Vehicles.................................................... 999,300
-----------
20,248,399
Less -- Accumulated depreciation and amortization........... (4,994,094)
-----------
$15,254,305
===========
</TABLE>

FLOOR PLAN NOTES PAYABLE

The increase in floor plan notes payable was a result of the increase in
inventories described above. Floor plan notes payable consisted of the following
as of March 31, 1998:

<TABLE>
<S> <C>
Floor plan notes payable due to financial institution, due
when the related boats are sold or 12 months after the
advance, whichever is earlier, bearing interest at prime
less .5 percent (8 percent at March 31, 1998),
collateralized by certain receivables, inventories and
property and equipment.................................... $11,194,204
Floor plan notes payable to financial institutions, due when
related boats are sold, bearing interest at rates ranging
from 7.63 to 7.91 percent, collateralized by certain
receivables, inventories and property and equipment....... 10,197,689
Floor plan notes payable to financial institution, due when
related boats are sold, bearing interest at LIBOR plus 2.5
percent (8.38 percent at March 31, 1998), collateralized
by certain receivables, inventories and property and
equipment................................................. 1,413,806
Floor plan notes payable due to financial institution, due
when related boats are sold, bearing interest at prime
plus .75 percent (9.25 percent at March 31, 1998),
collateralized by certain new and used boats, motors and
trailers.................................................. 3,673,031
Floor plan notes payable due to financial institutions, due
when related boats are sold or 12 months after the
advance, whichever is earlier, bearing interest at rates
ranging from 0 percent to prime plus .5 percent (9 percent
at March 31, 1998), collateralized by certain receivables,
inventories and property and equipment.................... 17,523,369
-----------
$44,002,099
===========
</TABLE>

F-27