Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth ~~company"~~company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

The number of outstanding shares of the ~~registrant's~~registrant’s Common Stock on ~~January 26, 2018~~July 25, 2022 was ~~26,576,661.~~

Item No.	Item No.	Page	Item No.	Page

PART I. FINANCIAL INFORMATION	PART I. FINANCIAL INFORMATION		PART I. FINANCIAL INFORMATION
1.	Financial Statements (Unaudited):		Financial Statements (Unaudited):
			Condensed Consolidated Statements of Operations for the Three and Nine Months Ended June 30, 2021 and 2022	3
	Condensed Consolidated Statements of Operations for the Three Months Ended December 31, 2016 and 2017	3	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended June 30, 2021 and 2022	4
	Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2017	4	Condensed Consolidated Balance Sheets as of September 30, 2021 and June 30, 2022	5
	Condensed Consolidated Statement of Stockholders’ Equity for the Three Months Ended December 31, 2017	5	Condensed Consolidated Statements of Shareholders’ Equity for the Nine Months Ended June 30, 2021 and 2022	6
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2016 and 2017	6	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2021 and 2022	8
	Notes to Condensed Consolidated Financial Statements	7	Notes to Condensed Consolidated Financial Statements	9

2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

3.	Quantitative and Qualitative Disclosures About Market Risk	22	Quantitative and Qualitative Disclosures About Market Risk	26

4.	Controls and Procedures	22	Controls and Procedures	27

PART II. OTHER INFORMATION	PART II. OTHER INFORMATION		PART II. OTHER INFORMATION	28
1.	Legal Proceedings	24	Legal Proceedings	28
1A.	Risk Factors	24	Risk Factors	28
2.	Unregistered Sales of Equity Securities and Use of Proceeds	24	Unregistered Sales of Equity Securities and Use of Proceeds	28
3.	Defaults Upon Senior Securities	24	Defaults Upon Senior Securities	28
4.	Mine Safety Disclosures	24	Mine Safety Disclosures	28
5.	Other Information	24	Other Information	28
6.	Exhibits	25	Exhibits	29
SIGNATURES	SIGNATURES	26	SIGNATURES	30

EX – 31.1	EX – 31.1		EX – 31.1
EX – 31.2	EX – 31.2		EX – 31.2
EX – 32.1	EX – 32.1		EX – 32.1
EX – 32.2	EX – 32.2		EX – 32.2
EX – 101 INSTANCE DOCUMENT	EX – 101 INSTANCE DOCUMENT		EX – 101 INSTANCE DOCUMENT
EX – 101 SCHEMA DOCUMENT	EX – 101 SCHEMA DOCUMENT		EX – 101 SCHEMA DOCUMENT
EX – 101 CALCULATION LINKBASE DOCUMENT	EX – 101 CALCULATION LINKBASE DOCUMENT		EX – 101 CALCULATION LINKBASE DOCUMENT
EX – 101 DEFINITION LINKBASE DOCUMENT	EX – 101 DEFINITION LINKBASE DOCUMENT		EX – 101 DEFINITION LINKBASE DOCUMENT
EX – 101 LABEL LINKBASE DOCUMENT	EX – 101 LABEL LINKBASE DOCUMENT		EX – 101 LABEL LINKBASE DOCUMENT
EX – 101 PRESENTATION LINKBASE DOCUMENT	EX – 101 PRESENTATION LINKBASE DOCUMENT		EX – 101 PRESENTATION LINKBASE DOCUMENT

	Three Months Ended				Three Months Ended				Nine Months Ended
	December 31,				June 30,				June 30,
	2016		2017		2021		2022		2021		2022
Revenue	$	226,875	$	236,921	$	666,328	$	688,537	$	1,600,947	$	1,771,334
Cost of sales		173,737		177,672		461,654		452,064		1,116,066		1,162,347
Gross profit		53,138		59,249		204,674		236,473		484,881		608,987

Selling, general, and administrative expenses		47,095		50,246		123,766		141,173		319,120		394,702
Income from operations		6,043		9,003		80,908		95,300		165,761		214,285

Interest expense		1,569		2,542		639		1,008		2,999		2,299
Income before income tax provision		4,474		6,461		80,269		94,292		162,762		211,986

Income tax provision		1,831		2,249		20,651		24,113		40,609		52,357
Net income	$	2,643	$	4,212	$	59,618	$	70,179	$	122,153	$	159,629

Basic net income per common share	$	0.11	$	0.19	$	2.69	$	3.26	$	5.53	$	7.34

Diluted net income per common share	$	0.11	$	0.19	$	2.59	$	3.17	$	5.33	$	7.11

Weighted average number of common shares used in computing net income per common share:

Basic		24,249,739		21,986,981		22,132,915		21,524,315		22,100,190		21,761,811
Diluted		24,923,125		22,712,648		23,037,679		22,173,273		22,922,526		22,455,828

See accompanying ~~notes~~Notes to ~~condensed consolidated financial statements.~~

	September 30,			June 30,
	2021			2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	222,192		$	281,351
Accounts receivable, net		47,651			61,863
Inventories, net		230,984			374,217
Prepaid expenses and other current assets		16,692			18,566
Total current assets		517,519			735,997
Property and equipment, net of accumulated depreciation of $97,814 and $111,588		175,463			226,647
Operating lease right-of-use assets, net		104,901			100,127
Goodwill and other intangible assets, net		201,122			248,194
Other long-term assets		8,818			9,104
Total assets	$	1,007,823		$	1,320,069
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	25,739		$	56,533
Contract liabilities (customer deposits)		100,660			138,375
Accrued expenses		86,594			97,088
Short-term borrowings		23,943			107,222
Current maturities on long-term debt		3,587			3,028
Current operating lease liabilities		10,570			10,323
Total current liabilities		251,093			412,569
Long-term debt, net of current maturities		47,498			45,834
Noncurrent operating lease liabilities		96,956			92,774
Deferred tax liabilities, net		9,268			17,805
Other long-term liabilities		8,116			8,347
Total liabilities		412,931			577,329
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
Preferred stock, $.001 par value, 1,000,000 shares authorized, NaN issued or outstanding as of September 30, 2021 and June 30, 2022		—			—
Common stock, $.001 par value, 40,000,000 shares authorized, 28,588,863 and 28,798,700 shares issued and 21,821,842 and 21,531,679 shares outstanding as of September 30, 2021 and June 30, 2022, respectively		29			29
Additional paid-in capital		288,901			300,411
Accumulated other comprehensive income (loss)		648			(1,351	)
Retained earnings		432,678			592,307
Treasury stock, at cost, 6,767,021 and 7,267,021 shares held as of September 30, 2021 and June 30, 2022, respectively		(127,364	)		(148,656	)
Total shareholders’ equity		594,892			742,740
Total liabilities and shareholders’ equity	$	1,007,823		$	1,320,069

September 30,

December 31,

2017

2017

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$
41,952

$
35,566

Accounts receivable, net

24,661

28,726

Inventories, net

401,301

440,720

Prepaid expenses and other current assets

5,842

6,615

Total current assets

473,756

511,627

Property and equipment, net of accumulated depreciation of $69,485 and $71,609

127,160

127,407

Goodwill and other long-term assets, net

30,305

30,404

Deferred tax assets, net

8,769

7,471

Total assets

$
639,990

$
676,909

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:

Accounts payable

$
26,432

$
10,366

Customer deposits

21,032

19,622

Accrued expenses

33,046

26,940

Short-term borrowings

254,177

307,739

Total current liabilities

334,687

364,667

Long-term liabilities

3,105

2,786

Total liabilities

337,792

367,453

SHAREHOLDERS' EQUITY:

Preferred stock, $.001 par value, 1,000,000 shares authorized, none issued or outstanding
   as of September 30, 2017 and December 31, 2017

—

—

Common stock, $.001 par value, 40,000,000 shares authorized, 26,314,066 and
   26,542,402 shares issued and 21,887,579 and 22,071,671 shares outstanding as of
   September 30, 2017 and December 31, 2017, respectively

26

27

Additional paid-in capital

249,974

253,714

Retained earnings

126,759

130,971

Treasury stock, at cost, 4,426,487 and 4,470,731 shares held as of September 30, 2017
   and December 31, 2017, respectively

(74,561
)

(75,256
)
Total shareholders’ equity

302,198

309,456

Total liabilities and shareholders’ equity

$
639,990

$
676,909

See accompanying ~~notes~~Notes to ~~condensed consolidated financial statements.~~Condensed Consolidated Financial Statements.

					Additional								Total							Additional			Accumulated Other								Total
	Common Stock				Paid-in			Retained		Treasury			Shareholders’			Common Stock				Paid-in			Comprehensive			Retained		Treasury			Shareholders’
	Shares		Amount		Capital			Earnings		Stock			Equity			Shares		Amount		Capital			Income (loss)			Earnings		Stock			Equity
BALANCE, September 30, 2017		26,314,066	$	26	$	249,974		$	126,759	$	(74,561	)	$	302,198
BALANCE, September 30, 2021																	28,588,863	$	29	$	288,901		$	648		$	432,678	$	(127,364	)	$	594,892
Net income		-		-		-			4,212		-			4,212			—		—		—			—			35,943		—			35,943
Purchase of treasury stock		-		-		-			-		(695	)		(695	)
Shares issued pursuant to employee stock purchase plan		30,822		1		434			-		-			435			22,399		—		924			—			—		—			924
Shares issued upon vesting of equity awards, net of minimum tax withholding		13,129		-		(118	)		-		-			(118	)		111,011		—		(1,429	)		—			—		—			(1,429	)
Shares issued upon exercise of stock options		181,696		-		1,917			-		-			1,917			21,000		—		155			—			—		—			155
Stock-based compensation		2,689		-		1,507			-		-			1,507			684		—		3,263			—			—		—			3,263
BALANCE, December 31, 2017		26,542,402	$	27	$	253,714		$	130,971	$	(75,256	)	$	309,456
Other comprehensive loss																	—		—		—			(396	)		—		—			(396	)
BALANCE, December 31, 2021																	28,743,957	$	29	$	291,814		$	252		$	468,621	$	(127,364	)	$	633,352
Net income																	—		—		—			—			53,507		—			53,507
Purchase of treasury stock																	—		—		—			—			—		(16,269	)		(16,269	)
Shares issued upon vesting of equity awards, net of minimum tax withholding																	10,188		—		(161	)		—			—		—			(161	)
Shares issued upon exercise of stock options																	1,500		—		24			—			—		—			24
Stock-based compensation																	759		—		3,912			—			—		—			3,912
Other comprehensive loss																	—		—		—			(105	)		—		—			(105	)
BALANCE, March 31, 2022																	28,756,404	$	29	$	295,589		$	147		$	522,128	$	(143,633	)	$	674,260
Net income																	—		—		—			—			70,179		—			70,179
Shares issued pursuant to employee stock purchase plan																	29,833		—		1,021			—			—		—			1,021
Purchase of treasury stock																	—		—		—			—			—		(5,023	)		(5,023	)
Shares issued upon vesting of equity awards, net of minimum tax withholding																	11,347		—		(134	)		—			—		—			(134	)
Stock-based compensation																	1,116		—		3,935			—			—		—			3,935
Other comprehensive loss																								(1,498	)							(1,498	)
BALANCE, June 30, 2022																	28,798,700	$	29	$	300,411		$	(1,351	)	$	592,307	$	(148,656	)	$	742,740

See accompanying ~~notes~~Notes to ~~condensed consolidated financial statements.~~Condensed Consolidated Financial Statements.

					Additional			Accumulated Other								Total
	Common Stock				Paid-in			Comprehensive			Retained		Treasury			Shareholders’
	Shares		Amount		Capital			Income (loss)			Earnings		Stock			Equity
BALANCE, September 30, 2020		28,130,312	$	28	$	280,436		$	829		$	277,699	$	(103,595	)	$	455,397
Net income		—		—		—			—			23,600		—			23,600
Shares issued pursuant to employee stock purchase plan		83,572		—		740			—			—		—			740
Shares issued upon vesting of equity awards, net of minimum tax withholding		121,303		—		(871	)		—			—		—			(871	)
Shares issued upon exercise of stock options		56,746		—		783			—			—		—			783
Stock-based compensation		1,777		—		2,013			—			—		—			2,013
Other comprehensive income		—		—		—			920			—		—			920
BALANCE, December 31, 2020		28,393,710	$	28	$	283,101		$	1,749		$	301,299	$	(103,595	)	$	482,582
Net income		—		—		—			—			38,935		—			38,935
Shares issued upon vesting of equity awards, net of minimum tax withholding		9,899		—		(154	)		—			—		—			(154	)
Shares issued upon exercise of stock options		15,333		—		186			—			—		—			186
Stock-based compensation		1,597		—		2,399			—			—		—			2,399
Other comprehensive loss		—		—		—			(644	)		—		—			(644	)
BALANCE, March 31, 2021		28,420,539	$	28	$	285,532		$	1,105		$	340,234	$	(103,595	)	$	523,304
Net income		—		—		—			—			59,618		—			59,618
Purchase of treasury stock		—		—		—			—			—		(13,701	)		(13,701	)
Shares issued pursuant to employee stock purchase plan		38,412		—		838			—			—		—			838
Shares issued upon exercise of stock options		4,500		—		71			—			—		—			71
Stock-based compensation		913		—		2,482			—			—		—			2,482
Other comprehensive income		—		—		—			159			—		—			159
BALANCE, June 30, 2021		28,464,364	$	28	$	288,923		$	1,264		$	399,852	$	(117,296	)	$	572,771

	Three Months Ended
	December 31,						Nine Months Ended June 30,
	2016			2017			2021			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	2,643		$	4,212		$	122,153		$	159,629
Adjustments to reconcile net income to net cash used in operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		2,155			2,461			11,579			14,252
Deferred income tax provision		1,236			1,298
Loss (gain) on sale of property and equipment and assets held for sale		32			(21	)
Gain on insurance settlements		—			(82	)
Deferred income tax provision, net of effects of acquisitions								3,910			4,553
Gain on sale of property and equipment								—			(148	)
Proceeds from insurance settlements		—			906			941			—
Stock-based compensation expense		2,058			1,507			6,894			11,110
(Increase) decrease in —
(Increase) decrease in, net of effects of acquisitions —
Accounts receivable, net		1,629			(5,035	)		(13,452	)		(11,831	)
Inventories, net		(41,644	)		(39,419	)
Inventories								157,036			(117,531	)
Prepaid expenses and other assets		(779	)		(872	)		(5,329	)		(1,599	)
Increase (decrease) in —
(Decrease) increase in, net of effects of acquisitions —
Accounts payable		(116	)		(16,066	)		(13,316	)		29,388
Customer deposits		(7,358	)		(1,410	)
Accrued expenses and long-term liabilities		(3,099	)		(3,663	)
Net cash used in operating activities		(43,243	)		(56,184	)
Contract liabilities (customer deposits)								47,110			20,401
Accrued expenses and other liabilities								12,088			14,812
Net cash provided by operating activities								329,614			123,036
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(4,353	)		(2,724	)		(18,473	)		(43,091	)
Cash used in acquisition of businesses, net of cash acquired								(111,709	)		(70,885	)
Proceeds from investments								—			2,250
Purchases of investments								(2,250	)		(1,750	)
Proceeds from insurance settlements		—			146			1,080			—
Proceeds from sale of property and equipment and assets held for sale		774			101
Proceeds from sale of property and equipment								247			315
Net cash used in investing activities		(3,579	)		(2,477	)		(131,105	)		(113,161	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on short-term borrowings		46,960			53,562
Net (payments) borrowings on short-term borrowings								(183,737	)		79,849
Proceeds from long-term debt								46,375			—
Payments for long-term debt								(1,539	)		(2,223	)
Payments for debt issuance costs								(910	)		—
Contingent acquisition consideration payments								(1,000	)		(3,000	)
Purchase of treasury stock								(13,701	)		(21,292	)
Net proceeds from issuance of common stock under incentive compensation and employee purchase plans		785			2,352			2,619			2,124
Contingent acquisition consideration payments		—			(2,826	)
Payments on tax withholdings for equity awards		(87	)		(118	)		(2,178	)		(4,590	)
Purchase of treasury stock		(2,342	)		(695	)
Net cash provided by financing activities		45,316			52,275
NET DECREASE IN CASH AND CASH EQUIVALENTS		(1,506	)		(6,386	)
Net cash (used in) provided by financing activities								(154,071	)		50,868
Effect of exchange rate changes on cash								190			(1,584	)
NET INCREASE IN CASH AND CASH EQUIVALENTS								44,628			59,159
CASH AND CASH EQUIVALENTS, beginning of period		38,585			41,952			155,493			222,192
CASH AND CASH EQUIVALENTS, end of period	$	37,079		$	35,566		$	200,121		$	281,351
Supplemental Disclosures of Cash Flow Information:
Supplemental disclosures of cash flow information:
Cash paid for:
Interest	$	1,616		$	2,841		$	3,830		$	1,791
Income taxes		100			—			31,299			40,047
Non-cash items:
Accrued acquisition of property and equipment		—			364
Contingent consideration liabilities from acquisitions								8,200			7,350

See accompanying ~~notes~~Notes to ~~condensed consolidated financial statements.~~

We believe we are the largest recreational boat and yacht retailer and superyacht services company in the ~~United States.~~world. We engage primarily in the retail sale, brokerage, and service of new and used boats, motors, trailers, marine parts and accessories and offer slip and storage accommodations in certain locations. In addition, we arrange related boat financing, insurance, and extended service contracts. We also offer the charter of power ~~and sailing~~ yachts in the British Virgin Islands. As of ~~December 31, 2017,~~June 30, 2022, we operated through 6079 retail locations in 1621 states, consisting of Alabama, California, Connecticut, Florida, Georgia, Illinois, Maryland, Massachusetts, Michigan, Minnesota, Missouri, New Jersey, New York, North Carolina, Ohio, Oklahoma, Rhode Island, South Carolina, Texas, Washington, and ~~Texas.~~Wisconsin. Our MarineMax Vacations operation maintains a facility in Tortola, British Virgin Islands. We also own Fraser Yachts Group and Northrop & Johnson, leading superyacht brokerage and luxury yacht services companies with operations in multiple countries. Cruisers Yachts, a wholly-owned MarineMax subsidiary, manufactures sport yacht and yachts with sales through our select retail dealership locations and through independent dealers. Intrepid Powerboats (“Intrepid”) is a producer of customized boats.

We are the ~~nation’s~~ largest retailer of Sea Ray and Boston Whaler recreational boats ~~and yachts,~~ which are manufactured by Brunswick Corporation (“Brunswick”). Sales of new Brunswick boats accounted for approximately ~~42%~~27% of our revenue in fiscal ~~2017.~~2021. Sales of new Sea Ray and Boston Whaler boats, both divisions of Brunswick, accounted for approximately ~~23%~~11% and ~~17%~~13%, respectively, of our revenue in fiscal ~~2017.~~2021. Brunswick is a world leading manufacturer of marine products and marine engines. ~~We believe we represented approximately 55% of Brunswick’s Sea Ray boat sales, during our fiscal 2017.~~

We have dealership agreements with Sea Ray, Boston Whaler, Harris, ~~Meridian,~~ and Mercury Marine, all subsidiaries or divisions of Brunswick. We also have dealer agreements with Italy-based Azimut-Benetti Group’s product line for Azimut ~~Yachts.~~and Benetti yachts and mega yachts. These agreements allow us to purchase, stock, sell, and service these manufacturers’ boats and products. These agreements also allow us to use these manufacturers’ names, trade symbols, and intellectual properties in our operations.

~~We have multi-year dealer~~ The agreements ~~with Brunswick covering~~for Sea Ray and Boston Whaler products, ~~that~~respectively, appoint us as the exclusive dealer of Sea Ray ~~boats in our geographic markets. We are the exclusive dealer for~~and Boston Whaler ~~through multi-year dealer agreements for many of~~boats, respectively, in our geographic markets. In addition, we are the exclusive dealer for Azimut Yachts for the entire United ~~States through a multi-year dealer agreement.~~States. Sales of new Azimut ~~boats~~yachts accounted for approximately 9%10% of our revenue in fiscal ~~2017.~~2021. We believe non-Brunswick brands offer a migration for our existing customer base or fill a void in our product offerings, and accordingly, do not compete with the business generated from our other prominent brands.

In November 2021, we acquired Intrepid, a premier manufacturer of powerboats, and Texas Marine Holdings (“Texas MasterCraft”), a premier watersports dealer in Northern Texas. Intrepid is a producer of customized boats. Texas MasterCraft specializes in ski and wakeboard boats. The activity of Intrepid is included in our Product Manufacturing segment. The activity of Texas MasterCraft is included in our Retail Operations segment.

From March 2020 through June 2020, we temporarily closed certain departments or locations based on guidance from local government or health officials as a result of the COVID-19 pandemic. We are following guidelines to ensure we are safely operating as recommended. As the COVID-19 pandemic is complex and evolving rapidly with many unknowns, the Company will continue to monitor ongoing developments and respond accordingly. Management expects its business, across all of its geographies, will be impacted to some degree, but the significance of the impact of the COVID-19 pandemic on the Company’s business and the duration for which it may have an impact cannot be determined at this time.

As is typical in the industry, we deal with most of our manufacturers, other than Sea Ray, Boston Whaler, ~~Meridian,~~ and Azimut Yachts, under renewable annual dealer agreements, each of which gives us the right to sell various makes and models of boats within a given geographic region. Any change or termination of these agreements, or the agreements discussed above, for any reason, or changes in competitive, regulatory or marketing practices, including rebate or incentive programs, could adversely affect our results of operations. Although there are a limited number of manufacturers of the type of boats and products that we sell, we believe that adequate alternative sources would be available to replace any manufacturer other than Sea Ray, Boston Whaler, and Azimut as a product source. These alternative sources may not be available at the time of any interruption, and alternative products may not be available at comparable terms, which could affect operating results adversely.

General economic conditions and consumer spending patterns can negatively impact our operating results. Unfavorable local, regional, national, or global economic developments or uncertainties regarding future economic prospects could reduce consumer spending in the markets we serve and adversely affect our business. Economic conditions in areas in which we operate ~~dealerships,~~locations, particularly Florida in which we generated approximately ~~53%, 55%,~~54% and ~~55%~~50% of our revenue during fiscal ~~2015, 2016,~~2020 and ~~2017,~~2021, respectively, can have a major impact on our operations. Local influences, such as corporate downsizing, military base closings, inclement weather such as ~~Hurricane Sandy in 2012 or Hurricanes Harvey~~hurricanes and ~~Irma in 2017,~~other storms, environmental conditions, and specific events, such as the BP oil spill in the Gulf of Mexico in 2010, also could adversely affect, and in certain instances have adversely affected, our operations in certain markets.

In an economic downturn, consumer discretionary spending levels generally decline, at times resulting in disproportionately large reductions in the sale of luxury goods. Consumer spending on luxury goods also may decline as a result of lower consumer confidence levels, even if prevailing economic conditions are favorable. As a result, an economic downturn ~~could~~would likely impact us more than certain of our competitors due to our strategic focus on a higher end of our market. Although we have expanded our operations during periods of stagnant or modestly declining industry trends, the cyclical nature of the recreational boating industry or the lack of industry growth may adversely affect our business, financial condition, and results of operations. Any period of adverse economic conditions or low consumer confidence is likely to have a negative effect on our business.

~~Lower consumer spending resulting from a downturn~~Historically, in ~~the housing market and other economic factors adversely affected our business in fiscal 2007, and continued weakness in~~periods of lower consumer spending and depressed economic conditions, ~~had a substantial negative effect on our business and industry for several years after fiscal 2007. These conditions caused us to~~we have, among other things, substantially ~~reduce~~reduced our acquisition program, ~~delay~~delayed new store openings, ~~reduce~~reduced our inventory purchases, ~~engage~~engaged in inventory reduction efforts, ~~close~~closed a number of our retail locations, ~~reduce~~reduced our headcount, and ~~amend~~amended and ~~replace~~replaced our credit facility. Acquisitions remain an important strategy for us, and, ~~new store openings remain important strategies~~subject to ~~our company,~~a number of conditions, including macro-economic conditions and finding attractive acquisition targets, we plan to ~~accelerate our growth through these strategies as economic conditions~~ continue to improve. However, we cannot predict the length of unfavorable economic or industry conditions or the extent to which they will continue to adversely affect our operating results nor can we predict the effectiveness of the measures we have taken to addressexplore opportunities through this ~~environment.~~strategy.

These ~~unaudited condensed consolidated financial statements~~Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information, the instructions to Quarterly Report on Form 10-Q, and Rule 10-01 of Regulation S-X and should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended September 30, ~~2017.~~2021. Accordingly, these ~~unaudited condensed consolidated financial statements~~Unaudited Condensed Consolidated Financial Statements do not include all of the information and ~~footnotes~~footnote disclosures required by accounting principles generally accepted in the United States for complete financial statements. All adjustments, consisting of only normal recurring adjustments considered necessary for fair presentation, have been reflected in these unaudited condensed consolidated financial statements. As of December 31, 2017, our financial instruments consisted of cash and cash equivalents, accounts receivable, accounts payable, customer deposits, and short-term borrowings. The carrying amounts of our financial instruments reported on the balance sheet as of December 31, 2017, approximated fair value due either to length to maturity or existence of variable interest rates, which approximate prevailing market rates.Unaudited Condensed Consolidated Financial Statements. The operating results for the ~~three~~nine months ended ~~December 31, 2017,~~June 30, 2022, are not necessarily indicative of the results that may be expected in future periods.

The preparation of ~~unaudited condensed consolidated financial statements~~Unaudited Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the ~~unaudited condensed consolidated financial statements~~Unaudited Condensed Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates made by us in the accompanying ~~unaudited condensed consolidated financial statements~~Unaudited Condensed Consolidated Financial Statements include valuation allowances, valuation of goodwill and intangible assets, and valuation of long-lived ~~assets, and valuation of accruals.~~assets. Actual results could differ from those estimates.

~~Unless~~Effective May 2, 2021, our reportable segments changed as a result of the ~~context otherwise requires, all references to “MarineMax” mean MarineMax, Inc. prior to its~~Company’s acquisition of ~~five~~Cruisers Yachts, which changed management’s reporting structure and operating activities. We now report our operations through 2 reportable segments: Retail Operations and Product Manufacturing. The change in reportable segments had no impact on the Company’s previously ~~independent recreational boat dealers~~reported historical consolidated financial statements. Where applicable, all prior periods presented have been revised to conform to the change in ~~March 1998 (including their related real estate companies) and all~~reportable segments. See Note 18.

All references to the “Company,” “our company,” “we,” “us,” and “our” mean, as a combined company, MarineMax, Inc. and the 2732 recreational boat dealers, ~~two~~5 boat brokerage operations, ~~and two~~2 full-service yacht repair operations, and 2 manufacturers acquired as of ~~December 31, 2017~~June 30, 2022 (the “acquired dealers,” and together with the brokerage and repair operations, “operating subsidiaries” or the “acquired companies”).

In order to provide comparability between periods presented, certain amounts have been reclassified from the previously reported unaudited condensed consolidated financial statements to conform to the unaudited condensed consolidated financial statement presentation for the current period. The ~~unaudited condensed consolidated financial statements~~Unaudited Condensed Consolidated Financial Statements include our accounts and the accounts of our subsidiaries, all of which are wholly owned. All significant intercompany transactions and accounts have been eliminated.

In ~~May 2014,~~October 2021, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ~~No. 2014-09, “Revenue~~2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with ~~Customers (Topic 606)” (“ASU 2014-09”)~~Customers”, which requires contract assets and contract liabilities (i.e., unearned revenue) acquired in a converged standard on revenue recognition. The new pronouncement requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expectsbusiness combination to be ~~entitled~~recognized and measured in ~~exchange for those goods or services.~~accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The ~~guidance also specifies the accounting for some costs to obtain or fulfill a contract with a customer, as well as enhanced disclosure requirements.~~Company has early adopted ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. While we are continuing to evaluate the impact the adoption of ASU 2014-09 will have on our unaudited condensed consolidated financial statements, we currently do not believe the adoption of this standard will have a material impact on our unaudited condensed consolidated financial statements, or will cause a significant change to our current accounting policies or internal control over financial reporting for revenue recognition on boat, motor, and trailer sales, parts and service operations, brokerage commissions, slip and storage services, charter rentals, and fee income generated from finance and insurance products. We plan to adopt ASU 2014-09 in fiscal 2019.

The Company uses valuation approaches that maximize the use of observable inputs and ~~material impact to our unaudited condensed consolidated balance sheet given our current lease agreements for our leased retail locations. We are currently evaluating~~minimize the ~~impact the adoption~~use of ~~ASU 2016-02 will have on our other unaudited condensed consolidated financial statements. Based on a preliminary assessment, we expect that most of our operating lease commitments will be subject~~unobservable inputs to the ~~new guidance~~extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and ~~recognized as operating lease~~unobservable inputs, which are categorized in one of the following levels:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities ~~and right-of-use assets upon adoption, resulting~~accessible to the reporting entity at the measurement date.

Level 2 - Other than quoted prices included in ~~a material increase~~Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 - Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

The following tables summarize the Company’s financial assets and liabilities recorded on our unaudited condensed consolidated balance sheet. We are continuing our assessment, which may identify additional impacts this standard will have on our consolidated financial statementsmeasured at fair value in the accompanying Unaudited Condensed Consolidated Balance Sheets:

There were 0 transfers between the valuation hierarchy Levels 1, 2, and ~~related disclosures~~3 for the nine months ended June 30, 2021 and ~~internal control over financial reporting. We plan to adopt ASU 2016-02 in fiscal 2020.~~2022.

~~In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment (Topic 350)” (“ASU 2017-04”). This update removes the requirement to compare the implied~~The fair value of ~~goodwill~~the Company’s interest rate swap contract is calculated as the present value of expected future cash flows, determined on the basis of forward interest rates and present value factors. The inputs to the fair value measurements reflect Level 2 inputs. The interest rate swap contract balance is included in other long-term assets in the accompanying Unaudited Condensed Consolidated Balance Sheets. The interest rate swap contract is designated as a cash flow hedge with ~~its carrying amount as part~~changes in fair value reported in other comprehensive income in the accompanying Unaudited Condensed Consolidated Statements of ~~step 2 of the goodwill impairment test. As a result, under ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing~~Comprehensive Income.

We estimate the fair value of our contingent consideration liabilities using a ~~reporting unit with its carrying amount~~probability-weighted discounted cash flow model. The contingent consideration liabilities are estimated based on forecasted pre-tax earnings as a base scenario (among other assumptions) subject to a Monte Carlo simulation. The fair value of the contingent consideration liabilities, which reflect Level 3 inputs, is reassessed on a quarterly basis. The contingent consideration liabilities balance is included in accrued expenses and ~~should recognize an impairment charge~~other long-term liabilities in the accompanying Unaudited Condensed Consolidated Balance Sheets. Changes in fair value and net present value of the contingent consideration liabilities are included in selling, general, and administrative expenses in the accompanying Unaudited Condensed Consolidated Statements of Operations.

The following tables set forth the changes in fair value of our contingent consideration liabilities, which reflect Level 3 inputs, for the ~~amount by which~~nine months ended June 30, 2021 and 2022:

We determined that the carrying ~~amount exceeds~~value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, short-term borrowings, and the ~~reporting unit’s~~revolving mortgage facility approximate their fair ~~value; however,~~values because of the ~~impairment loss recognized should~~nature of their terms and current market rates of these instruments. The fair value of our mortgage facilities, which are not ~~exceed~~carried at fair value in the total amount of goodwill allocated to that reporting unit. This guidance is effective prospectively for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. The adoption of ASU 2017-04 is not expected to have a significant impactaccompanying Unaudited Condensed Consolidated Balance Sheets, was determined using Level 2 inputs based on the ~~Company’s unaudited condensed consolidated~~discounted cash flow method. We estimate the fair value of our mortgage facilities using a present value technique based on current market interest rates for similar types of financial ~~statements or internal control over financial reporting.~~instruments that reflect Level 2 inputs. The following table summarizes the carrying value and fair value of our mortgage facilities as of September 30, 2021 and June 30, 2022:

The majority of our revenue is from contracts with customers for the sale of boats, motors, and trailers. We recognize revenue from boat, motor, and trailer sales upon transfer of control of the boat, motor, or trailer to the customer, which is generally upon acceptance of the boat, motor, and ~~parts~~trailer by the customer and ~~service operations~~the satisfaction of our performance obligations. The transaction price is determined with the customer at the time of sale. Customers may trade in a used boat to apply toward the purchase of a new or used boat. The trade-in is a type of noncash consideration measured at fair value, based on external and internal observable and unobservable market data and applied as payment to the contract price for the purchased boat. At the time of acceptance, the customer is able to direct the use of, and obtain substantially all of, the benefits of the boat, motor, ~~trailer,~~ or part is delivered to or accepted by the customer or the service is completed. We recognize deferred revenue from service operations and slip and storage services on a straight-line basis over the term of the contract as services are completed.trailer. We recognize commissions earned from a brokerage sale ~~at the time~~when the related brokerage transaction ~~closes. We recognize income from the rentals~~closes upon transfer of ~~chartering power and sailing yachts on a straight-line basis over the term~~control of the ~~contract as services are completed.~~boat, motor, or trailer to the customer, which is generally upon acceptance by the customer.

We do not directly finance our customers’ boat, motor, or trailer purchases. In many cases, we assist with third-party financing for boat, motor, and trailer sales. We recognize commissions earned by us for placing notes with financial institutions in connection with customer boat financing when we recognize the related boat sales. Pursuant to negotiated agreements with financial institutions, we are charged back for a portion of these fees should the customer terminate or default on the related finance contract before it is outstanding for a stipulated minimum period of time. We base the chargeback allowance, which was not material to the Unaudited Condensed Consolidated Financial Statements taken as a whole as of June 30, 2022, on our experience with repayments or defaults on the related finance contracts. We recognize variable consideration from commissions earned on extended warranty service contracts sold on behalf of third-party insurance companies at generally the later of customer acceptance of the service contract terms as evidenced by contract execution or recognition of the related boat sale. We also recognize variable consideration from marketing fees earned on ~~credit, life, accident, disability, gap, and hull~~ insurance products sold by third-party insurance companies at the later of customer acceptance of the insurance product as evidenced by contract execution or when the related boat sale is recognized. ~~Pursuant to negotiated agreements~~

We recognize revenue from parts and service operations (boat maintenance and repairs) over time as services are performed. Each boat maintenance and repair service is a single performance obligation that includes both the parts and labor associated with ~~financial~~the service. Payment for boat maintenance and ~~insurance institutions, we are charged back for a portion of these fees should~~repairs is typically due upon the customer terminate or default on the related finance or insurance contract before it is outstanding for a stipulated minimum period of time. We base the chargeback allowance, which was not material to the unaudited condensed consolidated financial statements taken as a whole as of December 31, 2017, on our experience with repayments or defaults on the related finance or insurance contracts.

~~We also recognize commissions earned on extended warranty service contracts sold on behalf of third-party insurance companies at the later of customer acceptance~~completion of the service, which is generally completed within a short period of time from contract ~~terms as evidenced by~~inception. We satisfy our performance obligations, transfer control, and recognize revenue over time for parts and service operations because we are creating a contract ~~execution~~asset with no alternative use and we have an enforceable right to payment for performance completed to date. Contract assets primarily relate to our right to consideration for work in process not yet billed at the reporting date associated with maintenance and repair services. We use an input method to recognize revenue and measure progress based on labor hours expended to satisfy the performance obligation at average labor rates. We have determined labor hours expended to be the relevant measure of work performed to complete the maintenance and repair service for the customer. As a practical expedient, because repair and maintenance service contracts have an original duration of one year or ~~recognition~~less, we do not consider the time value of money, and we do not disclose estimated revenue expected to be recognized in the future for performance obligations that are unsatisfied (or partially unsatisfied) at the end of the ~~related boat sale.~~ reporting period or when we expect to recognize such revenue. Contract assets, recorded in prepaid expenses and other current assets, totaled approximately $5.7 million and $6.9 million as of September 30, 2021 and June 30, 2022, respectively.

We recognize revenue from the sale of our manufactured yachts when control of the yacht is transferred to the dealer or customer, which is generally upon acceptance by the dealer or customer. At the time of acceptance, the dealer or customer is able to direct the use of, and obtain substantially all of the benefits of, the yacht. We have elected to record shipping and handling activities that occur after the dealer or customer has obtained control of the yacht as a fulfillment activity.

Contract liabilities primarily consist of customer deposits. We recognize contract liabilities (customer deposits) as revenue at the time of acceptance and the transfer of control to the customers.

We recognize deferred revenue from service operations and slip and storage services over time on a straight-line basis over the term of the contract as our performance obligations are ~~charged back for~~met. We recognize income from the rentals of chartering power yachts over time on a ~~portion~~straight-line basis over the term of ~~these commissions should~~ the ~~customer terminate or default~~contract as our performance obligations are met.

The following table sets forth percentages on the ~~service contract prior to its scheduled maturity. We determined~~timing of revenue recognition for the chargeback allowance, which was not material to the unaudited condensed consolidated financial statements taken as a whole as of December 31, 2017, based upon our experience with terminations or defaults on the service contracts.three and nine months ended June 30,

Substantially all of the leases that we enter into are real estate leases. We lease numerous facilities relating to our operations, including showrooms, display lots, marinas, service facilities, slips, offices, equipment and our corporate headquarters. Leases for real property have terms, including renewal options, ranging from one to in excess of twenty-five years. In addition, we lease certain charter boats for our yacht charter business. As of June 30, 2022, the weighted-average remaining lease term for our leases was approximately 12 years. All of our leases are classified as operating leases, which are included as right-of-use (“ROU”) assets and operating lease liabilities in the accompanying Unaudited Condensed Consolidated Balance Sheets. For the three months ended June 30, 2021 and 2022, operating lease expenses recorded in selling, general, and administrative expenses were approximately $6.0 million and $6.0 million, respectively. For the nine months ended June 30, 2021 and 2022, operating lease expenses recorded in selling, general, and administrative expenses were approximately $18.3 million and $17.6 million, respectively. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We do not have any significant leases that have

not yet commenced but that create significant rights and obligations for us. We have elected the practical expedient under ASC Topic 842 to not separate lease and nonlease components.

Our real estate and equipment leases often require that we pay maintenance in addition to rent. Additionally, our real estate leases generally require payment of real estate taxes and insurance. Maintenance, real estate taxes, and insurance payments are generally variable and based on actual costs incurred by the lessor. Therefore, these amounts are not included in the consideration of the contract when determining the ROU asset and lease liability, but are reflected as variable lease expenses.

A majority of our lease agreements include fixed rental payments. Certain of our lease agreements include fixed rental payments that are adjusted periodically by a fixed rate or changes in an index. The fixed payments, including the effects of changes in the fixed rate or amount, and renewal options reasonably certain to be exercised, are included in the measurement of the related lease liability. Most of our real estate leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more. The exercise of lease renewal options is at our sole discretion. If it is reasonably certain that we will exercise such options, the periods covered by such options are included in the lease term and are recognized as part of our right of use assets and lease liabilities. The depreciable life of assets and leasehold improvements are limited by the expected lease term, which includes renewal options reasonably certain to be exercised.

For our incremental borrowing rate, we generally use a portfolio approach to determine the discount rate for leases with similar characteristics. We determine discount rates based upon our hypothetical credit rating, taking into consideration our short-term borrowing rates, and then adjusting as necessary for the appropriate lease term. As of June 30, 2022, the weighted-average discount rate used was approximately 5.5%.

As of June 30, 2022, maturities of lease liabilities by fiscal year are summarized as follows:

~~Inventory costs~~Inventories are stated at the lower of cost or net realizable value. The cost of inventories purchased from our vendors consist of the amount paid to acquire the inventory, net of vendor consideration and purchase discounts, the cost of equipment added, reconditioning costs, inventory deposits, and transportation costs relating to acquiring inventory for sale. ~~We state new~~Trade-in used boats are initially recorded at fair value and adjusted for reconditioning and other costs. The cost of inventories that are manufactured by the Company consist of material, labor, and manufacturing overhead. Unallocated overhead and abnormal costs are expensed as incurred. New and used ~~boat, motor,~~boats, motors, and ~~trailer~~trailers inventories ~~at the lower of cost, determined~~are accounted for on a ~~specific-identification basis, or net realizable value. We state~~specific identification basis. Raw materials and parts, accessories, and ~~accessories at the lower of cost, determined~~other inventories are accounted for on an average cost ~~basis, or net realizable value.~~basis. We utilize our historical experience, the aging of the inventories, and our consideration of current market trends as the basis for determining a lower of cost or net realizable ~~value valuation allowance. As of September 30, 2017 and December 31, 2017, our~~value. We do not believe there is a reasonable likelihood that there will be a change in the future estimates or assumptions we use to calculate the lower of cost or net realizable ~~value valuation allowance for new and used boat, motor, and trailer inventories was $1.8 million and $2.6 million, respectively.~~value. If events occur and market conditions change, ~~causing~~ the ~~fair value to fall below carrying value, the lower of cost or~~ net realizable value of our inventories could change.

We account for acquisitions in accordance with FASB ASC 805, “Business Combinations” (“ASC 805”), and goodwill in accordance with ASC 350, “Intangibles — Goodwill and Other” (“ASC 350”). For business combinations, the excess of the purchase price over the estimated fair value of net assets acquired in a business combination is recorded as goodwill.

In April 2022, through Northrop & Johnson, we acquired Superyacht Management, S.A.R.L., better known as SYM, a superyacht management company based in Golfe-Juan, France.

In November 2021, we completed acquisitions for Intrepid, a premier manufacturer of powerboats, and Texas MasterCraft, a watersports dealer in Northern Texas, for aggregate consideration of approximately $67.2 million (net of cash acquired of $9.4 million), including estimated contingent consideration of $6.0 million. Tangible assets acquired, net of liabilities assumed and cash acquired, totaled approximately $20.3 million; intangible assets acquired totaled $7.3 million; and total goodwill recognized was approximately $39.6 million. The goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisitions. Approximately $10.7 million of goodwill related to the acquisitions, wholly attributable to Texas MasterCraft, is deductible for tax purposes. Purchase price allocations are preliminary pending receipt of final valuation ~~allowance could increase.~~analyses of certain assets from our valuation advisor.

In July 2021, we purchased Nisswa Marine a full-service dealer located in Nisswa, Minnesota. In May 2021, we purchased Cruisers Yachts, a manufacturer of sport yacht and yachts with sales through our select retail dealership locations and through independent dealers. In October 2020, we purchased SkipperBud’s, one of the largest boat sales, brokerage, service and marina/storage groups in the United States.

~~FASB Accounting Standards Codification 360-10-40, “Property, Plant,~~In total, current and ~~Equipment - Impairment or Disposal~~previous acquisitions have resulted in the recording of ~~Long-Lived Assets” (“~~$201.1 million and $248.2 million in goodwill and other intangible assets as of September 30, 2021 and June 30, 2022, respectively. In accordance with ASC ~~360-10-40”), requires that long-lived assets, such as property and equipment and purchased intangibles subject to amortization, be reviewed~~350, we test goodwill for impairment at least annually and whenever events or changes in circumstances indicate that the carrying ~~amount of an asset~~value may not be recoverable. ~~Recoverability of~~Our annual impairment test is performed during the ~~asset is measured by comparison of its carrying amount to undiscounted future net cash flows the asset is expected to generate.~~third fiscal quarter. If ~~such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which~~ the carrying amount of ~~the asset~~a reporting unit’s goodwill exceeds its fair ~~market value. Estimates of expected future cash flows represent our best estimate based on currently available information and reasonable and supportable assumptions. Any~~value we recognize an impairment ~~recognized~~loss in accordance with ASC ~~360-10-40 is permanent~~350. As of June 30, 2022, and ~~may not be restored. The analysis is performed at a regional level for indicators of permanent impairment given the geographical interdependencies among our locations. Based~~based upon our most recent analysis, ~~which excludes fixed assets classified as held for sale which~~we determined through our qualitative assessment that it is not “more likely than not” that the fair values of our reporting units are ~~recorded at fair value,~~less than their carrying values. As a result, we ~~believe no~~did not perform a quantitative goodwill impairment.

The following table sets forth the changes in carrying amount of ~~long-lived assets existed as of December 31, 2017.~~goodwill by reportable segment during the nine months ended June 30, 2022:

We account for income taxes in accordance with FASB ~~Accounting Standards Codification~~ASC 740, “Income Taxes” (“ASC 740”). Under ASC 740, we recognize deferred tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which we expect those temporary differences to be recovered or settled. We record valuation allowances to reduce our deferred tax assets to the amount expected to be realized by considering all available positive and negative evidence. ~~As of September 30, 2017 and December 31, 2017, we had a valuation allowance on our deferred tax assets of $246,000 and $299,000, respectively.~~

During the three months ended ~~December 31, 2016~~June 30, 2021 and ~~2017~~2022, we recognized an income tax provision of ~~$1.8~~$20.7 million and ~~$2.2~~$24.1 million, respectively. During the nine months ended June 30, 2021 and 2022, we recognized an income tax provision of $40.6 million and $52.4 million, respectively. The effective income tax rate for the three months ended ~~December 31, 2016~~June 30, 2021 and ~~2017~~2022 was ~~40.9%~~25.7% and ~~34.8%~~25.6%, respectively. ~~Due to the passage of the Tax Cuts and Jobs Act legislation in December 2017 which lowered the federal corporate~~ The effective income tax rate from 35% to 21% (among other changes), our deferred tax assets were re-measured as of December 31, 2017 resulting in an approximately $889,000 reduction in our beginning deferred tax assets and corresponding increase in our income tax provision for the ~~three~~nine months ended ~~December 31, 2017. The final impact of the Tax Cuts~~June 30, 2021 and ~~Jobs Act legislation may differ due to, among other things, changes in interpretations, our assumptions used, issuance of additional guidance,~~2022 was 24.9% and ~~actions we may take as a result of the new legislation.~~ 24.7%, respectively.

In May ~~2017,~~2020, we ~~amended and restated our Inventory Financing Agreement (the “Amended Credit Facility”), originally~~ entered into ~~in June 2010, as~~a Loan and Security Agreement, which was subsequently amended in July 2021 (as amended to date, the “Credit Facility”), with Wells Fargo Commercial Distribution Finance LLC, ~~(formerly GE Commercial Distribution Finance Corporation). The May 2017 amendment and restatement extended the maturity date~~M&T Bank, Bank of the West, and Truist Bank. The Credit Facility provides the Company a line of credit with asset based borrowing availability of up to ~~October 2020,~~$500.0 million for working capital and inventory financing, with the ~~Amended~~amount permissible pursuant to a borrowing base formula. The Credit Facility ~~includes~~expires in July 2024, subject to extension for two ~~additional~~ one-year ~~extension~~ periods, with lender approval. The May 2017 amendment and restatement, among other things, modified the amount of borrowing availability and maturity date of the Credit Facility. The Amended Credit Facility provides a floor plan financing commitment of up to $350.0 million, an increase from the previous limit of $300.0 million, subject to borrowing base availability resulting from the amount and aging of our inventory.

The ~~Amended~~ Credit Facility has certain financial covenants as specified in the agreement. The covenants include provisions that our leverage ratio must not exceed 2.75 to 1.0 and that our current ratio must be greater than 1.2 to 1.0. The interest rate for amounts outstanding under the ~~Amended~~ Credit Facility is 345 basis points ~~above~~plus the greater of 75 basis points or the one-month ~~London Inter-Bank Offering~~LIBOR. The Credit Facility allows for the transition of the benchmark interest rate used from LIBOR to the Secured Overnight Finance Rate (“~~LIBOR”~~SOFR”). There is an unused line fee of ~~ten~~10 basis points on the unused portion of the ~~Amended~~Credit Facility. As of June 30, 2022, we were in compliance with all covenants under the Credit Facility.

~~Advances under the Amended Credit Facility are initiated by the acquisition of eligible new and used~~New inventory ~~or are re-advances against eligible new and used inventory that have been partially paid-off. Advances on new inventory~~borrowing eligibility will generally mature 1,080 days from the original invoice date. ~~Advances on used~~Used inventory borrowing eligibility will generally mature 361 days from the date we acquire the used inventory. Each advance is subject to a curtailment schedule, which requires that we pay down the balance of each advance on a periodic basis starting after six months. The curtailment schedule varies based on the type and value of the inventory. The collateral for the ~~Amended~~ Credit Facility is all of our personal property with certain limited exceptions. ~~None~~NaN of our real estate has been pledged for collateral for the ~~Amended~~ Credit Facility.

As of ~~December 31, 2017,~~June 30, 2022, our indebtedness associated with financing our inventory and working capital needs totaled approximately ~~$307.7~~$107.5 million and included unamortized debt issuance costs of approximately $0.3 million. As of ~~December 31, 2016~~June 30, 2021 and ~~2017,~~2022, the interest rate on the outstanding short-term borrowings was approximately ~~4.0% and 4.7%, respectively.~~4.2%. As of ~~December 31, 2017,~~June 30, 2022, our additional available borrowings under our ~~Amended~~ Credit Facility were approximately ~~$17.0~~$62.9 million based upon the outstanding borrowing base availability.

As is common in our industry, we receive interest assistance directly from boat manufacturers, including Brunswick. The interest assistance programs vary by manufacturer, but generally include periods of free financing or reduced interest rate programs. The interest assistance may be paid directly to us or our lender depending on the arrangements the manufacturer has established. We classify interest assistance received from manufacturers as a reduction of inventory cost and related cost of ~~sales as opposed to netting the assistance against our interest expense incurred with our lenders.~~sales.

The availability and costs of borrowed funds can adversely affect our ability to obtain adequate boat inventory and the holding costs of that inventory as well as the ability and willingness of our customers to finance boat purchases. ~~As of December 31, 2017, we had no long-term debt.~~ However, we rely on our ~~Amended~~ Credit Facility to purchase our inventory of boats. The aging of our inventory limits our borrowing capacity as defined curtailments reduce the allowable advance rate as our inventory ages. Our access to funds under our ~~Amended~~ Credit Facility also depends upon the ability of our lenders to meet their funding commitments, particularly if they experience shortages of capital or experience excessive volumes of borrowing requests from others during a short period of time. Unfavorable economic conditions, weak consumer spending, turmoil in the credit markets, and lender difficulties, among other potential reasons, could interfere with our ability to utilize our ~~Amended~~ Credit Facility to fund our operations. Any inability to utilize our ~~Amended~~ Credit Facility could require us to seek other sources of funding to repay amounts outstanding under the credit agreements or replace or supplement our credit agreements, which may not be possible at all or under commercially reasonable terms.

Similarly, decreases in the availability of credit and increases in the cost of credit adversely affect the ability of our customers to purchase boats from us and thereby adversely affect our ability to sell our products and impact the profitability of our finance and insurance activities.

We account for our stock-based compensation plans following the provisions of FASB ~~Accounting Standards Codification~~ASC 718, “Compensation — Stock Compensation” (“ASC 718”). In accordance with ASC 718, we use the Black-Scholes valuation model for valuing all ~~stock-based compensation~~options granted (Note 13) and shares purchased under our Amended 2008 Employee Stock Purchase ~~Plan.~~Plan (“Stock Purchase Plan”). We measure compensation for restricted stock awards and restricted stock units (Note 15) at fair value on the grant date based on the number of shares expected to vest and the quoted market price of our common stock. We recognize compensation cost for all awards in operations ~~net of estimated forfeitures,~~ on a straight-line basis over the requisite service period for each separately vesting portion of the award.

During the three months ~~December 31, 2016~~ended June 30, 2021 and ~~2017,~~2022, we recognized stock-based compensation expense of approximately ~~$2.1~~$2.5 million and ~~$1.5~~$3.9 million, respectively, and for the nine months ended June 30, 2021 and 2022, we recognized stock-based compensation expense of approximately $6.9 million and $11.1 million, respectively, in selling, general, and administrative expenses in the ~~unaudited condensed consolidated statements~~accompanying Unaudited Condensed Consolidated Statements of ~~operations.~~Operations.

Cash received from option exercises under all share-based compensation arrangements ~~and the employee stock purchase plan~~ for the three months ended ~~December 31, 2016~~June 30, 2021 and ~~2017,~~2022, was approximately ~~$785,000~~$0.9 million and ~~$2.4~~$1.0 million, respectively. Cash received from option exercises under all share-based compensation arrangements for the nine months ended June, 2021 and 2022, was approximately $2.6 million and $2.1 million, respectively. We currently expect to satisfy share-based awards with registered shares available to be ~~issued.~~issued from the Stock Purchase Plan.

~~During~~In February 2017, our shareholders approved a proposal to amend the 2011 Stock-Based Compensation Plan (“2011 Plan”) to increase the 2,200,456 share threshold by 1,000,000 shares to 3,200,456 shares. During January 2011,2022, our shareholders approved a proposal to authorize our ~~2011~~2021 Stock-Based Compensation Plan (“2021 Plan”), which replaced our ~~2007 Incentive~~2011 Stock-Based Compensation Plan (“~~2007~~2011 Plan”). Our ~~2011~~2021 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, stock units, bonus stock, dividend equivalents, other stock related awards, and performance awards (collectively “awards”), that may be settled in cash, stock, or other property. Our ~~2011~~2021 Plan is designed to attract, motivate, retain, and reward our executives, employees, officers, directors, and independent contractors by providing such persons with annual and long-term performance incentives to expend their maximum efforts in the creation of shareholder value. ~~Subsequent to the February 2017 amendment described above, the~~The total number of shares of our common stock that may be subject to awards under the ~~2011~~2021 Plan is equal to ~~3,000,000~~1,000,000 shares, plus: (i) any shares available for issuance and not subject to an award under the 2007 Plan or the 2011 Plan, which was ~~200,456 shares~~545,729 in aggregate at the time of the approval of the ~~2011~~2021 Plan; (ii) the number of shares with respect to which awards granted under the 2021 Plan, the 2011 Plan ~~and~~or the 2007 Plan terminate without the issuance of the shares or where the shares are forfeited or repurchased; (iii) with respect to awards granted under the 2021 Plan, the 2011 Plan and the 2007 Plan, the number of shares

that are not issued as a result of the award being settled for cash or otherwise not issued in connection with the exercise or payment of the award; and (iv) the number of shares that are surrendered or withheld in payment of the exercise price of any award or any tax withholding requirements in connection with any award granted under the 2021 Plan, the 2011 Plan or the 2007 Plan. The ~~2011~~2021 Plan terminates in ~~January 2021,~~February 2032, and awards may be granted at any time during the life of the ~~2011~~2021 Plan. The dates on which awards vest are determined by the Board of Directors or the Plan Administrator. The Board of Directors has appointed the Compensation Committee as the Plan Administrator. The exercise prices of options are determined by the Board of Directors or the Plan Administrator and are at least equal to the fair market value of shares of common stock on the date of grant. The term of options under the ~~2011~~2021 Plan may not exceed ten years. The options granted have varying vesting periods. To date, we have not settled or been under any obligation to settle any awards in cash.

The following table summarizes activity from our incentive stock plans from September 30, ~~2017~~2021 through ~~December 31, 2017:~~June 30, 2022:

Shares
Available
for Grant

Options Outstanding

Aggregate
Intrinsic Value
(in thousands)

Weighted
Average
Exercise
Price

Weighted
Average
Remaining Contractual
Life

Balance as of September 30, 2017

1,386,561

1,207,504

$
5,737

$
11.81

5.3

Options authorized

-

-

-

-

Options granted

-

-

-

-

Options cancelled/forfeited/expired

7,250

(7,250
)

-

15.73

Options exercised

-

(181,696
)

-

10.55

Restricted stock awards issued

(341,517
)

-

-

-

Restricted stock awards forfeited

16,189

-

-

-

Additional shares of stock issued

(2,689
)

-

-

-

Balance as of December 31, 2017

1,065,794

1,018,558

$
7,022

$
12.01

5.1

Exercisable as of December 31, 2017

1,006,891

$
6,987

$
11.96

5.1

	Shares Available for Grant			Options Outstanding			Aggregate Intrinsic Value (Amounts in thousands)		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Balance as of September 30, 2021		918,061			115,250		$	4,085	$	13.08		1.9
Shares authorized		1,000,000			—					—
Options cancelled/forfeited/expired		20,000			(20,000	)				7.39
Options exercised		—			(22,500	)				7.95
Restricted stock awards granted		(385,073	)		—					—
Restricted stock awards forfeited		8,025			—					—
Additional shares of stock issued		(2,559	)		—					—
Balance as of June 30, 2022		1,558,454			72,750		$	1,581	$	16.22		2.3
Exercisable as of June 30, 2022					68,416		$	1,551	$	14.78		2.0

NoNaN options were granted for the ~~three~~nine months ended ~~December 31, 2016~~June 30, 2021 and ~~2017.~~2022. The total intrinsic value of options exercised during the ~~three~~nine months ended ~~December 31, 2016~~June 30, 2021 and ~~2017~~2022, was ~~$330,000 and $1.9 million, respectively.~~

As of December 31, 2016 and 2017, there was approximately $472,000 and $4,000, respectively, of unrecognized compensation costs related to non-vested options that are expected to be recognized over a weighted average period of 0.8 years and 0.5 years, respectively. The total fair value of options vested during the three months ended December 31, 2016 and 2017 was approximately $2.5$1.8 million and ~~$1.3~~$1.1 million, respectively.

We used the Black-Scholes model to estimate the fair value of options granted. The expected term of options granted is ~~derived from the output of the option pricing model and represents the period of time that options granted are expected to be outstanding.~~estimated based on historical experience. Volatility is based on the historical volatility of our common stock. The risk-free rate for periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of grant.

~~During~~In February ~~2012,~~2019, our shareholders approved a proposal to amend our ~~2008 Employee~~ Stock Purchase Plan ~~(“Stock Purchase Plan”)~~ to increase the number of shares available under that plan by 500,000 shares. The Stock Purchase Plan as amended provides for up to ~~1,000,000~~1,500,000 shares of common stock to be available for purchase by our regular employees who have completed at least one year of continuous service. In addition, there were 52,837 shares of common stock available under our 1998 Employee Stock Purchase Plan, which have been made available for issuance under our Stock Purchase Plan. The Stock Purchase Plan provides for implementation of ~~up to 10~~ annual offerings beginning on the first day of October ~~starting~~ in each of the years 2008 through 2027, with each offering terminating on September 30 of the following year. Each annual offering may be divided into two six-month offerings. For each offering, the purchase price per share will be the lower of: (i) 85% of the closing price of the common stock on the first day of the offering or (ii) 85% of the closing price of the common stock on the last day of the offering. The purchase price is paid through periodic payroll deductions not to exceed 10% of the participant’s earnings during each offering period. However, no participant may purchase more than $25,000 worth of common stock annually.

We used the Black-Scholes model to estimate the fair value of options granted to purchase shares issued pursuant to the Stock Purchase Plan. ~~The expected term of options granted is derived from the output of the option pricing model and represents the period~~

~~of time that options granted are expected to be outstanding.~~ Volatility is based on the historical volatility of our common stock. The risk-free rate for periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of grant.

The following are the weighted average assumptions used for each respective period:

	Three Months Ended		Three Months Ended		Nine Months Ended
	December 31,		June 30,		June 30,
	2016	2017	2021	2022	2021	2022
Dividend yield	0.0%	0.0%	0.0%	0.0%	0.0%	0.0%
Risk-free interest rate	0.5%	1.2%	0.0%	1.1%	0.1%	0.7%
Volatility	34.7%	50.9%	68.7%	49.0%	69.5%	49.0%
Expected life	Six months	Six months	Six Months	Six Months	Six Months	Six Months

As of ~~December 31, 2017,~~June 30, 2022, we ~~had~~have issued ~~824,170~~1,191,779 shares of common stock under our Stock Purchase ~~Plan.~~Plan since its inception.

We have granted non-vested (restricted) stock awards (“restricted stock”) and restricted stock units (“RSUs”) to employees, directors, and officers pursuant to the 2021 Plan, the 2011 Plan and the 2007 Plan. The restricted stock awards and RSUs have varying vesting periods, but generally become fully vested between two and four years after the grant date, depending on the specific award, performance targets met for ~~performance based~~performance-based awards granted to officers, and vesting period for ~~time based~~time-based awards. Officer ~~performance based~~performance-based awards are granted at the target amount of shares that may be earned and the actual amount of the award earned generally could range from 0% to ~~200%~~175% of the target number of shares based on the actual specified performance target met. We accounted for the restricted stock awards granted using the measurement and recognition provisions of ASC 718. Accordingly, the fair value of the restricted stock awards, including ~~performance based~~performance-based awards, is measured on the grant date and recognized in earnings over the requisite service period for each separately vesting portion of the award.

The following table summarizes restricted stock award activity from September 30, ~~2017~~2021 through ~~December 31, 2017:~~

	Shares/ Units			Weighted Average Grant Date Fair Value		Shares/ Units			Weighted Average Grant Date Fair Value
Non-vested balance as of September 30, 2017		606,543		$	16.53
Changes during the period
Non-vested balance as of September 30, 2021							911,429		$	22.33
Changes during the period:
Awards granted		341,517		$	20.13		385,073		$	52.63
Awards vested		(19,162	)	$	19.18		(149,750	)	$	23.07
Awards forfeited		(16,189	)	$	17.20		(8,025	)	$	24.21
Non-vested balance as of December 31, 2017		912,709		$	17.81
Non-vested balance as of June 30, 2022							1,138,727

As of ~~December 31, 2017,~~June 30, 2022, we had approximately ~~$12.2~~$21.0 million of total unrecognized compensation cost, assuming applicable performance conditions are met, related to non-vested restricted stock awards. We expect to recognize that cost over a weighted average period of ~~2.5~~2.2 years.

The following ~~is a reconciliation of the~~table presents shares used in the ~~denominator for calculating~~calculation of basic and diluted net income per share:

For the three months ended ~~December 31, 2016~~June 30, 2021 and ~~2017,~~2022, there were ~~52,435 and 116,844~~0 weighted average shares ~~related to~~of options ~~outstanding~~ and non-vested restricted stock ~~awards,~~outstanding and 89,518 weighted average shares of options and non-vested restricted stock outstanding, respectively, that were not included in the computation of diluted net income per share because the options’ exercise prices or ~~assumed proceeds per share~~non-vested restricted stock prices were greater than the average market price of our common stock, and therefore, their effect would ~~have an anti-dilutive effect.~~be anti-dilutive. For the nine months ended June 30, 2021 and 2022, there were 578 and 71,455 weighted average shares of options and non-vested restricted stock outstanding, respectively, that were not included in the computation of diluted net income per share because the options’ exercise prices or non-vested restricted stock prices were greater than the average market price of our common stock, and therefore, their effect would be anti-dilutive.

We are party to various legal actions arising in the ordinary course of business. While it is not feasible to determine the actual outcome of these actions as of ~~December 31, 2017,~~June 30, 2022, we believe that these matters should not have a material adverse effect on our unaudited condensed consolidated financial condition, results of operations, or cash flows.

Effective May 2, 2021, our operating segments changed as a result of the Company’s acquisition of Cruisers Yachts, which changed management’s reporting structure and operating activities. We now report our operations through 2 operating segments, which are also reporting segments: Retail Operations and Product Manufacturing.

The Company’s operating segments are defined by management’s reporting structure and operating activities. Our chief operating decision maker (“CODM”) is our Chief Executive Officer. Our CODM reviews operational income statement information by segment for purposes of making operating decisions, assessing financial performance, and allocating resources. The CODM is not provided asset information by segment. The Company’s reportable segments are the following:

Retail Operations. The Retail Operations segment includes the sale of new and used recreational boats, including pleasure and fishing boats, with a focus on premium brands in each segment. We also sell related marine products, including engines, trailers, parts, and accessories. In addition, we provide repair, maintenance, and slip and storage services; we arrange related boat financing, insurance, and extended service contracts; we offer boat and yacht brokerage sales; and we offer yacht charter services. In the British Virgin Islands we offer the charter of catamarans, through MarineMax Vacations. Fraser Yachts Group and Northrop & Johnson, leading superyacht brokerage and luxury yacht services companies with operations in multiple countries, are also included in this segment. The Retail Operations segment includes the majority of all corporate costs.

Product Manufacturing. The Product Manufacturing segment includes activity of Cruisers Yachts and Intrepid. Cruisers Yachts, a wholly-owned MarineMax subsidiary, manufacturing sport yacht and yachts with sales through our select retail dealership locations and through independent dealers. Cruisers Yachts is recognized as one of the world’s premier manufacturers of premium sport yacht and yachts, producing models from 33’ to 60’ feet.Intrepid, also a wholly-owned MarineMax subsidiary, is recognized as a world class producer of customized boats, carefully reflecting the unique desires of each individual owner. Intrepid follows a direct-to-consumer distribution model and has received many awards and accolades for its innovations and high-quality craftsmanship that create industry leading products in their categories.

Intersegment revenue represents yachts that were manufactured in our Product Manufacturing segment and were sold to our Retail Operations segment. The Product Manufacturing segment supplies our Retail Operations segment along with various independent dealers.

The following table sets forth revenue and income from operations for each of the Company’s reportable segments for the three and nine months ended June 30,

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2021			2022			2021			2022
	(Amounts in thousands)
Revenue:
Retail Operations	$	656,826		$	657,930		$	1,591,445		$	1,690,172
Product Manufacturing		20,417			48,802			20,417			129,804
Elimination of intersegment revenue		(10,915	)		(18,195	)		(10,915	)		(48,642	)
Revenue	$	666,328		$	688,537		$	1,600,947		$	1,771,334
Income from operations:
Retail Operations	$	79,988		$	90,655		$	164,841		$	204,124
Product Manufacturing		3,521			5,903			3,521			13,733
Elimination of intersegment income from operations		(2,601	)		(1,258	)		(2,601	)		(3,572	)
Income from operations	$	80,908		$	95,300		$	165,761		$	214,285

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding our “expectations,” “anticipations,” “intentions,” “plans,” “beliefs,” or “strategies” regarding the future. These forward-looking statements include statements relating to market risks such as interest rate risk and foreign currency exchange rate risk; economic and industry conditions and corresponding effects on consumer behavior and operating results; environmental conditions; inclement weather; certain specific and isolated events; our future estimates, assumptions and judgments, including statements regarding whether such estimates, assumptions and judgments ~~would~~could have a material adverse effect on our operating results; the impact of changes in accounting policy and standards; our plans to accelerate our growth through acquisitions and new store openings; our belief that our existing capital resources will be sufficient to finance our operations for at least the next 12 months, except for possible significant acquisitions; ~~and~~ the seasonality and cyclicality of our business and the effect of such seasonality and cyclicality on our business, financial results and inventory ~~levels.~~levels; the scope and duration of the COVID-19 pandemic and its impact on global economic systems, our employees, sites, operations, customers, suppliers and supply chain; and the Company’s ability to manage growth effectively. Actual results could differ materially from those currently anticipated as a result of a number of factors, including those set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, ~~2017.~~2021.

In March 2020, the outbreak of COVID-19 caused by a novel strain of the coronavirus was recognized as a pandemic by the World Health Organization, and the outbreak is widespread throughout the United States (including Florida in which we generated approximately 54% and 50% of our revenue during fiscal 2020 and 2021, respectively), and in other countries in which we operate. As a result, from March 2020 through June 2020, we temporarily closed certain departments or locations based on guidance from local government or health officials. Currently, all of our stores are fully operational, but the effects of COVID-19 (including the related international, federal, state, and local governmental actions and regulations) remain unpredictable. We are following guidelines to ensure we are safely operating as recommended. Where possible, we are offering private personal showings as well as virtual appointments. Our digital platform is serving as an effective solution in this environment with robust online activity. Our experienced teams continue to engage with customers virtually and in our stores to help customers select their boats and obtain appropriate services.

We believe we are the largest recreational boat and yacht retailer and superyacht services company in the ~~United States with fiscal 2017 revenue in excess of $1 billion.~~world. Through our current 6279 retail locations in 1621 states, ~~(as of the filing of this Quarterly Report on 10-Q),~~ we sell new and used recreational boats and related marine products, including engines, trailers, parts, and accessories. We also arrange related boat financing, insurance, and extended service contracts; provide boat repair and maintenance services; offer yacht and boat brokerage sales; and, where available, offer slip and storage ~~accommodations, as well as~~accommodations. In the British Virgin Islands we offer the charter of ~~power~~catamarans, through MarineMax Vacations. We also own Fraser Yachts Group, a leading superyacht brokerage and ~~sailing yachts~~luxury yacht services company with operations in multiple countries. In July 2020, we acquired Northrop & Johnson, another leading superyacht brokerage and services company with operations in multiple countries. In October 2020, we purchased all of the outstanding equity of SkipperBud’s. SkipperBud’s is one of the largest boat sales, brokerage, service and marina/storage groups in the ~~British Virgin Islands.~~United States. In May 2021, we purchased all of the outstanding equity of Cruisers Yachts. Cruisers Yachts, a wholly-owned MarineMax subsidiary, manufactures sport yacht and yachts with sales through our select retail dealership locations and through independent dealers, and is recognized as one of the world’s premier manufacturers of premium sport yacht and yachts. In July 2021, we acquired Nisswa Marine, a full-service dealer located in Minnesota. In November 2021, we acquired Intrepid, a premier manufacturer of powerboats, and Texas MasterCraft, a premier watersports dealer in Northern Texas. In April 2022, through Northrop & Johnson, we acquired Superyacht Management, S.A.R.L., better known as SYM, a superyacht management company based in Golfe-Juan, France.

MarineMax was incorporated in January 1998 (and reincorporated in Florida in March 2015). We commenced operations with the acquisition of five independent recreational boat dealers on March 1, 1998. Since the initial acquisitions in March 1998, we have ~~as of the filing of this Quarterly Report on 10-Q,~~ acquired 2732 recreational boat dealers, ~~two~~five boat brokerage operations, ~~and~~ two full-service yacht repair ~~facilities.~~operations, and two boat and yacht manufacturers. As a part of our acquisition strategy, we frequently engage in discussions with various ~~recreational boat dealers~~potential acquisition targets regarding their potential acquisition by us. Potential acquisition discussions frequently take place over a long period of time and involve difficult business integration and other issues, including, in some cases, management succession and related matters. As a result of these and other factors, a number of potential acquisitions that from time to time appear likely to occur do not result in binding legal agreements and are not consummated. We completed three acquisitions in the fiscal year ended September 30, ~~2016, one acquisition in the fiscal year ended September 30, 2017,~~2021 and ~~one acquisition~~three acquisitions to date in fiscal ~~2018.~~2022.

General economic conditions and consumer spending patterns can negatively impact our operating results. Unfavorable local, regional, national or global economic developments or uncertainties regarding future economic prospects could reduce consumer spending in the markets we serve and adversely affect our business. Economic conditions in areas in which we operate ~~dealerships,~~locations, particularly Florida in which we generated approximately ~~53%, 55%,~~54% and ~~55%~~50% of our revenue during fiscal ~~2015, 2016,~~2020 and ~~2017,~~2021, respectively, can have a major impact on our operations. Local influences, such as corporate downsizing, military base closings, and inclement weather such as hurricanes and other storms, environmental conditions, and specific events, such as the BP oil spill in the Gulf of Mexico in 2010, also could adversely affect, and in certain instances have adversely affected, our operations in certain markets.

In an economic downturn, consumer discretionary spending levels generally decline, at times resulting in disproportionately large reductions in the sale of luxury goods. Consumer spending on luxury goods also may decline as a result of lower consumer confidence levels, even if prevailing economic conditions are favorable. Additionally, the Federal Reserve's increases of its benchmark interest rate, along with potential future increases and/or market expectations of such increases, may result in significantly higher long-term interest rates, which may negatively impact our customers’ willingness or desire to purchase our products. As a result, an economic downturn or inflation could impact us more than certain of our competitors due to our strategic focus on a higher end of our market. Although we have expanded our operations during periods of stagnant or modestly declining industry trends, the cyclical nature of the recreational boating industry or the lack of industry growth may adversely affect our business, financial condition, and results of operations. Any period of adverse economic conditions, or low consumer confidence or inflation is likely to have a negative effect on our business.

~~improve.~~ However, we cannot predict the length of unfavorable economic or industry conditions or the extent to which they will continue to adversely affect our operating results nor can we predict the effectiveness of the measures we have taken to address this environment.

Although past economic conditions have adversely affected our operating results, we believe during and after such conditions we have capitalized on our core strengths to substantially outperform the industry, resulting in market share gains. Our ability to capture such market share supports the alignment of our retailing strategies with the desires of consumers. We believe the steps we have taken to address weak market conditions in the past have yielded, and ~~will~~we believe are likely to yield in the future, an increase in revenue. ~~If general economic trends continue~~Acquisitions remain an important strategy for us, and, subject to ~~improve,~~a number of conditions, including macro-economic conditions and finding attractive acquisition targets, we plan to explore opportunities through this strategy. We expect our core strengths and retailing strategies including our digital platform, will position us to capitalize on growth opportunities as they occur and will allow us to emerge ~~from the current economic environment~~ with greater earnings potential.

Effective May 2, 2021, our reportable segments changed as a result of the Company’s acquisition of Cruisers Yachts, which changed management’s reporting structure and operating activities. We now report our operations through two reportable segments: Retail Operations and Product Manufacturing. See Note 18 of the Notes to Unaudited Consolidated Financial Statements.

As of June 30, 2022, the Retail Operations segment includes the activity of 79 retail locations in Alabama, California, Connecticut, Florida, Georgia, Illinois, Maryland, Massachusetts, Michigan, Minnesota, Missouri, New Jersey, New York, North Carolina, Ohio, Oklahoma, Rhode Island, South Carolina, Texas, Washington and Wisconsin, where we sell new and used recreational boats, including pleasure and fishing boats, with a focus on premium brands in each segment. We also sell related marine products, including engines, trailers, parts, and accessories. In addition, we provide repair, maintenance, and slip and storage services; we arrange related boat financing, insurance, and extended service contracts; and we offer boat and yacht brokerage sales; and yacht charter services. In the British Virgin Islands we offer the charter of catamarans, through MarineMax Vacations. Fraser Yachts Group and Northrop & Johnson, leading superyacht brokerage and luxury yacht services companies with operations in multiple countries, are also included in this segment.

As of June 30, 2022, the Product Manufacturing segment includes activity of Cruisers Yachts and Intrepid. Cruisers Yachts, a wholly-owned MarineMax subsidiary, manufacturing sport yacht and yachts with sales through our select retail dealership locations and through independent dealers. Cruisers Yachts is recognized as one of the world’s premier manufacturers of premium sport yacht and yachts, producing models from 33’ to 60’ feet. Intrepid, also a wholly-owned MarineMax subsidiary, is a producer of customized boats. Intrepid follows a direct-to-consumer distribution model and has received many awards and accolades for its innovations and high-quality craftsmanship that create industry leading products in their categories.

WeSee Part II, Item 7, “Application of Critical Accounting Policies” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021. There have ~~identified the policies below as critical~~been no material changes to our business operations and the understanding of our results of operations. The impact and risks related to these policies on our business operations are discussed throughout Management's Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported and expected financial results.

In the ordinary course of business, we make a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States. We base our estimates on historical experiences and on various other assumptions (including future earnings) that we believe are reasonable under the circumstances. The results of these assumptions form the basis for making judgments about the carrying values of assets and liabilities, including contingent assets and liabilities such as contingent consideration liabilities from acquisitions, which are not readily apparent from other sources. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe that the following discussion addresses our most critical accounting policies ~~which are those that are most important to~~since our Annual Report on Form 10-K for the portrayal of our financial condition and results of operations and require our most difficult, subjective, and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

We recognize revenue from boat, motor, and trailer sales and parts and service operations at the time the boat, motor, trailer, or part is delivered to or accepted by the customer or the service is completed. We recognize deferred revenue from service operations and slip and storage services on a straight-line basis over the term of the contract as services are completed. We recognize commissions earned from a brokerage sale at the time the related brokerage transaction closes. We recognize income from the rentals of chartering power and sailing yachts on a straight-line basis over the term of the contract as services are completed. We recognize commissions earned by us for placing notes with financial institutions in connection with customer boat financing when we recognize the related boat sales. We recognize marketing fees earned on credit, life, accident, disability, gap, and hull insurance products sold by third-party insurance companies at the later of customer acceptance of the insurance product as evidenced by contract execution or when the related boat sale is recognized. We recognize income from the rentals of chartering power and sailing yachts on a straight-line basis over the term of the contract or when service is completed. We also recognize commissions earned on extended warranty service contracts sold on behalf of third-party insurance companies at the later of customer acceptance of the service contract terms as evidenced by contract execution or recognition of the related boat sale.

Certain finance and extended warranty commissions and marketing fees on insurance products may be charged back if a customer terminates or defaults on the underlying contract within a specified period of time. Based upon our experience of terminations and defaults, we maintain a chargeback allowance that was not material to our financial statements taken as a whole as of December 31, 2017. Should results differ materially from our historical experiences, we would need to modify our estimate of future chargebacks, which could have a material adverse effect on our operating margins. We do not believe there is a reasonable likelihood that there will be a change in the future estimates or assumptions we use to calculate our estimate of future chargebacks which would result in a material effect on our operating results.

We account for consideration received from our vendors in accordance with FASB Accounting Standards Codification 605-50, “Revenue Recognition - Customer Payments and Incentives” (“ASC 605-50”). ASC 605-50 requires us to classify interest assistance received from manufacturers as a reduction of inventory cost and related cost of sales as opposed to netting the assistance against our interest expense incurred with our lenders. Pursuant to ASC 605-50, amounts received by us under our co-op assistance programs from our manufacturers are netted against related advertising expenses. Our consideration received from our vendors contains uncertainties because the calculation requires management to make assumptions and to apply judgment regarding a number of factors,

including our ability to collect amounts due from vendors and the ability to meet certain criteria stipulated by our vendors. We do not believe there is a reasonable likelihood that there will be a change in the future estimates or assumptions we use to calculate our vendor considerations which would result in a material effect on our operating results.

Inventory costs consist of the amount paid to acquire inventory, net of vendor consideration and purchase discounts, the cost of equipment added, reconditioning costs, and transportation costs relating to acquiring inventory for sale. We state new and used boat, motor, and trailer inventories at the lower of cost, determined on a specific-identification basis, or net realizable value. We state parts and accessories at the lower of cost, determined on an average cost basis, or net realizable value. We utilize our historical experience, the aging of the inventories, and our consideration of current market trends as the basis for determining a lower of cost or net realizable value valuation allowance. Our lower of cost or net realizable value valuation allowance contains uncertainties because the calculation requires management to make assumptions and to apply judgment regarding the amount at which the inventory will ultimately be sold which considers forecasted market trends, model changes, and new product introductions. With the exception of inventory of $7.6 million in the British Virgin Islands damaged as a result of Hurricane Irma as offiscal year ended September 30, 2017, we do not believe there is a reasonable likelihood that there will be a change in the future estimates or assumptions we use to calculate our lower of cost or net realizable value valuation allowance which would result in a material effect on our operating results. With respect to the inventory in the British Virgin Islands, given the damage from Hurricane Irma, we have estimated the net realizable value of the inventory as of December 31, 2017, however, we cannot be certain we have quantified the complete negative effects of the damage sustained, nor can we be certain that further damage will not be incurred upon the passage of time as repair work is performed. As of September 30, 2017 and December 31, 2017, our lower of cost or net realizable value valuation allowance for new and used boat, motor, and trailer inventories was $1.8 million and $2.6 million, respectively. If events occur and market conditions change, causing the fair value to fall below carrying value, the lower of cost or net realizable value valuation allowance could increase.

We account for goodwill in accordance with FASB Accounting Standards Codification 350, “Intangibles - Goodwill and Other” (“ASC 350”), which provides that the excess of cost over net assets of businesses acquired is recorded as goodwill. In January 2017, we purchased Hall Marine Group, a privately owned boat dealer in the Southeast United States with locations in North Carolina, South Carolina, and Georgia, resulting in the recording of $16.0 million in goodwill. In total, current and previous acquisitions have resulted in the recording of $25.9 million in goodwill. In accordance with ASC 350, we review goodwill for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Our annual impairment test is performed during the fourth fiscal quarter. If the carrying amount of goodwill exceeds its fair value we would recognize an impairment loss in accordance with ASC 350. As of December 31, 2017, and based upon our most recent analysis, we determined through our qualitative assessment that it is not “more likely than not” that the fair values of our reporting units are less than their carrying values. As a result, we were not required to perform the two-step goodwill impairment test. The qualitative assessment requires us to make judgments and assumptions regarding macroeconomic and industry conditions, our financial performance, and other factors. We do not believe there is a reasonable likelihood that there will be a change in the judgments and assumptions used in our qualitative assessment which would result in a material effect on our operating results.

FASB Accounting Standards Codification 360-10-40, “Property, Plant, and Equipment - Impairment or Disposal of Long-Lived Assets” (“ASC 360-10-40”), requires that long-lived assets, such as property and equipment and purchased intangibles subject to amortization, be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the asset is measured by comparison of its carrying amount to undiscounted future net cash flows the asset is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair market value. Estimates of expected future cash flows represent our best estimate based on currently available information and reasonable and supportable assumptions. Our impairment loss calculations contain uncertainties because they require us to make assumptions and to apply judgment in order to estimate expected future cash flows. Any impairment recognized in accordance with ASC 360-10-40 is permanent and may not be restored. The analysis is performed at a regional level for indicators of permanent impairment given the geographical interdependencies among our locations. Based upon our most recent analysis, which excludes fixed assets classified as held for sale which are recorded at fair value, we believe no impairment of long-lived assets existed as of December 31, 2017. We do not believe there is a reasonable likelihood that there will be a change in the future estimates or assumptions used to test for recoverability which would result in a material effect on our operating results.

We account for our stock-based compensation plans following the provisions of FASB Accounting Standards Codification 718, “Compensation — Stock Compensation” (“ASC 718”). In accordance with ASC 718, we use the Black-Scholes valuation model for valuing all stock-based compensation and shares purchased under our Employee Stock Purchase Plan. We measure compensation for restricted stock awards and restricted stock units at fair value on the grant date based on the number of shares expected to vest and the quoted market price of our common stock. We recognize compensation cost for all awards in operations, net of estimated forfeitures, on a straight-line basis over the requisite service period for each separately vesting portion of the award. Our valuation models and generally accepted valuation techniques require us to make assumptions and to apply judgment to determine the fair value of our awards. These assumptions and judgments include estimating the volatility of our stock price, expected dividend yield, employee turnover rates and employee stock option exercise behaviors. We do not believe there is a reasonable likelihood that there will be a change in the future estimates or assumptions we use to calculate our stock-based compensation which would result in a material effect on our operating results.

We account for income taxes in accordance with FASB Accounting Standards Codification 740, “Income Taxes” (“ASC 740”). Under ASC 740, we recognize deferred tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which we expect those temporary differences to be recovered or settled. We record valuation allowances to reduce our deferred tax assets to the amount expected to be realized by considering all available positive and negative evidence.

Pursuant to ASC 740, we must consider all positive and negative evidence regarding the realization of deferred tax assets. ASC 740 provides for four possible sources of taxable income to realize deferred tax assets: 1) taxable income in prior carryback years, 2) reversals of existing deferred tax liabilities, 3) tax planning strategies and 4) projected future taxable income. As of December 31, 2017, we have no available taxable income in prior carryback years, limited reversals of existing deferred tax liabilities or prudent and feasible tax planning strategies. Therefore, the recoverability of our deferred tax assets is dependent upon generating future taxable income.

The determination of releasing valuation allowances against deferred tax assets is made, in part, pursuant to our assessment as to whether it is more likely than not that we will generate sufficient future taxable income against which benefits of the deferred tax assets may or may not be realized. Significant judgment is required in making estimates regarding our ability to generate income in future periods.

During the fourth quarter of fiscal 2017, the Company recorded a net tax benefit of $1.8 million primarily pertaining to a worthless stock deduction. The tax benefit of this deduction was primarily based on the write-off of the Company’s investment in its British Virgin Islands subsidiary for US tax purposes.

During the first quarter of fiscal 2018, the Company recorded a reduction of our beginning deferred tax assets of approximately $889,000 and a corresponding increase in our income tax provision as a result of the Tax Cuts and Jobs Act legislation passed in December 2017 which lowered the federal corporate tax rate from 35% to 21%, among other changes. The final impact of the Tax Cuts and Jobs Act legislation may differ due to, among other things, changes in interpretations, our assumptions used, issuance of additional guidance, and actions we may take as a result of the new legislation.

The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. Under ASC 740, the impact of uncertain tax positions taken or expected to be taken on an income tax return must be recognized in the financial statements at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized in the financial statements unless it is more likely than not of being sustained. As such, we are required to make subjective assumptions and judgments regarding our effective tax rate and our income tax exposure. Our effective income tax rate is affected by changes in tax law in the jurisdictions in which we currently operate, tax jurisdictions of new retail locations, our earnings, and the results of tax audits. We believe that the judgments and estimates discussed herein are reasonable.2021.

~~In May 2014,~~See Note 3 of the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), a converged standard on revenue recognition. The new pronouncement requires revenue recognitionNotes to ~~depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects~~Unaudited Condensed Consolidated Financial Statements.

to be entitled in exchange for those goods or services. The guidance also specifies the accounting for some costs to obtain or fulfill a contract with a customer, as well as enhanced disclosure requirements. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. While we are continuing to evaluate the impact the adoption of ASU 2014-09 will have on our unaudited condensed consolidated financial statements, we currently do not believe the adoption of this standard will have a material impact on our unaudited condensed consolidated financial statements, or will cause a significant change to our current accounting policies or internal control over financial reporting for revenue recognition on boat, motor, and trailer sales, parts and service operations, brokerage commissions, slip and storage services, charter rentals, and fee income generated from finance and insurance products. ~~We plan to adopt ASU 2014-09 in fiscal 2019.~~

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). This update requires organizations to recognize lease assets and lease liabilities on the balance sheet and also disclose key information about leasing arrangements. ASU 2016-02 is effective for annual reporting periods beginning on or after December 15, 2018, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual period. While we are continuing to evaluate the impact of the adoption of ASU 2016-02 on our unaudited condensed consolidated financial statements, we believe the adoption of ASU 2016-02 may have a significant and material impact to our unaudited condensed consolidated balance sheet given our current lease agreements for our leased retail locations. We are currently evaluating the impact the adoption of ASU 2016-02 will have on our other unaudited condensed consolidated financial statements. Based on a preliminary assessment, we expect that most of our operating lease commitments will be subject to the new guidance and recognized as operating lease liabilities and right-of-use assets upon adoption, resulting in a material increase in the assets and liabilities recorded on our unaudited condensed consolidated balance sheet. We are continuing our assessment, which may identify additional impacts this standard will have on our consolidated financial statements and related disclosures and internal control over financial reporting. We plan to adopt ASU 2016-02 in fiscal 2020.

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment (Topic 350)” (“ASU 2017-04”). This update removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. As a result, under ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the impairment loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This guidance is effective prospectively for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. The adoption of ASU 2017-04 is not expected to have a significant impact on the Company’s unaudited condensed consolidated financial statements or internal control over financial reporting.

The following discussion compares the three and nine months ended ~~December 31, 2017,~~June 30, 2022, with the three and nine months ended ~~December 31, 2016~~June 30, 2021 and should be read in conjunction with the ~~unaudited condensed consolidated financial statements,~~Unaudited Condensed Consolidated Financial Statements, including the related notes thereto, appearing elsewhere in this report.

Three Months Ended ~~December 31, 2017~~June 30, 2022 Compared with Three Months Ended ~~December 31, 2016~~June 30, 2021

Revenue. Revenue increased ~~$10.0~~$22.2 million, or ~~4.4%~~3.3%, to ~~$236.9~~$688.5 million for the three months ended ~~December 31, 2017,~~June 30, 2022, from ~~$226.9~~$666.3 million for ~~the~~ three months ended ~~December 31, 2016.~~June 30, 2021. Of this increase, ~~$10.8~~$52.3 million was ~~attributable~~related to stores opened, including those acquired, that were not eligible for inclusion in the comparable-store base, as well as Intrepid and Cruisers Yachts manufacturing revenue which ~~was~~were not included in comparable retail store sales, partially offset by ~~an approximate $770,000~~a decrease of $30.1 million or 4.6% in comparable-store ~~sales. Comparable-store~~sales (comparable-store sales increased ~~28% in~~5.7% for the three months ended ~~December 31, 2016.~~June 30, 3021 and 36.7% for the three months ended June 30, 2020). The ~~increase~~decrease in our ~~store~~comparable-store revenue was primarily due ~~primarily~~ to ~~increases in new and used boats sales.~~leaner inventory caused by supply chain challenges.

Gross Profit. Gross profit increased ~~$6.1~~$31.8 million, or ~~11.5%~~15.5%, to ~~$59.2~~$236.5 million for the three months ended ~~December 31, 2017,~~June 30, 2022, from ~~$53.1~~$204.7 million for the three months ended ~~December 31, 2016.~~June 30, 2021. Gross profit as a percentage of revenue increased to ~~25.0%~~34.3% for the three months ended ~~December 31, 2017~~June 30, 2022, from ~~23.4%~~30.7% for the three months ended ~~December 31, 2016.~~June 30, 2021. The increase in gross profit as a percentage of revenue was primarily the result of ~~improved~~demand driven increases in boat margins ~~on new~~ and ~~used boat~~increases in our higher margin businesses as a percentage of sales. The increase in gross profit dollars was primarily attributable to ~~the increase~~increases in our ~~gross margins. Additionally, our higher margin brokerage, finance~~margins and ~~insurance products, service, and storage services increased as a percentage of revenue, contributing to our overall margins increasing accordingly.~~recently acquired operations.

Selling, General, and Administrative Expenses.Selling, general, and administrative ~~expense~~expenses increased ~~$3.2~~$17.4 million, or ~~6.7%~~14.1%, to ~~$50.2~~$141.2 million for the three months ended ~~December 31, 2017,~~June 30, 2022, from ~~$47.1~~$123.8 million for the three months ended December 31, 2016. Selling, general, and administrative expenses as a percentage of revenue increased to 21.2% for the three months ended December 31, 2017 from 20.8% for the three months December 31, 2016. June 30, 2021. The increase in selling, general, and administrative expenses was ~~primarily attributable~~driven by an increase in mix to ~~recent acquisitions.~~ our higher margin businesses, which typically carry a higher expense structure, increased gross profit which increased commissions, and recently acquired operations.

Interest Expense.Interest expense increased ~~$973,000,~~$0.4 million, or ~~62.0%~~66.7%, to ~~$2.5~~$1.0 million for the three months ended ~~December 31, 2017~~June 30, 2022, from ~~$1.6~~$0.6 million for the three months ended ~~December 31, 2016.~~June 30, 2021. Interest expense as a percentage of revenue ~~increased to 1.1%~~remained consistent at 0.1% for the three months ended ~~December 31, 2017 from 0.7%~~June 30, 2022, and for the three months ended ~~December 31, 2016.~~June 30, 2021. The increase in interest expense was primarily the result of increased ~~borrowings~~interest rates and ~~increases in interest rates.~~increased borrowings.

Income Taxes.Income tax expense increased ~~$418,000,~~$3.4 million, or ~~22.8%~~16.4%, to ~~$2.2~~$24.1 million for the three months ended ~~December 31, 2017~~June 30, 2022, from ~~$1.8~~$20.7 million for the three months ended ~~December 31, 2016.~~June 30, 2021. Our effective income tax rate decreased to ~~34.8%~~25.6% for the ~~three~~nine months ended ~~December 31, 2017~~June 30, 2022, from ~~40.9%~~25.7% for ~~three~~nine months ended ~~December 31, 2016.~~June 30, 2021. The decrease in the effective income tax rate was ~~mainly~~not significant.

Revenue. Revenue increased $170.4 million, or 10.6%, to $1.771 billion for the nine months ended June 30, 2022, from $1.601 billion for nine months ended June 30, 2021. Of this increase, $126.4 million was attributable to stores opened, including those acquired, or closed that were not eligible for inclusion in the comparable-store base, as well as Intrepid and Cruisers Yachts manufacturing revenue which were not included in comparable retail store sales, and an increase of $44.0 million, or 2.8%, in comparable-store sales. The increase in our comparable-store sales was primarily due to demand driven increases in new boat revenue and growth in our higher margin finance, insurance, brokerage, parts, service, storage services, and superyacht services revenue.

Gross Profit. Gross profit increased $124.1 million, or 25.6%, to $609.0 million for the ~~passage~~nine months ended June 30, 2022, from $484.9 million for the nine months ended June 30, 2021. Gross profit as a percentage of revenue increased to 34.4% for the ~~Tax Cuts~~nine months ended June 30, 2022, from 30.3% for the nine months ended June 30, 2021. The increase in gross profit as a percentage of revenue was primarily the result of demand driven increases in boat margins and ~~Jobs Act legislation~~increases in ~~December 2017~~our higher margin revenue as a percentage of sales. The increase in gross profit dollars was primarily attributable to increased new boat sales, our higher margin businesses, and recently acquired operations.

Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased $75.6 million, or 23.7%, to $394.7 million for the nine months ended June 30, 2022, from $319.1 million for the nine months ended June 30, 2021. The increase in selling, general, and administrative expenses was driven by an increase in mix to our higher margin businesses, which ~~lowered~~typically carry a higher expense structure, increased gross profit which increased commissions, and recently acquired operations.

Interest Expense. Interest expense decreased $0.7 million, or 23.3%, to $2.3 million for the ~~federal corporate tax rate~~nine months ended June 30, 2022, from ~~35%~~$3.0 million for the nine months ended June 30, 2021. Interest expense as a percentage of revenue decreased to ~~21%~~0.1% for the nine months ended June 30, 2022, from 0.2% for the nine months ended June 30, 2021. The decrease in interest expense was primarily the result of decreased borrowings, partially offset by increasing interest rates.

Income Taxes.Income tax expense increased $11.8 million, or 29.1%, to $52.4 million for the ~~re-measurement of our beginning deferred tax assets and liabilities which resulted in an additional charge to~~nine months ended June 30, 2022, from $40.6 million for the nine months ended June 30, 2021. Our effective income tax ~~expense~~rate decreased to 24.7% for the ~~period of $889,000.~~ nine months ended June 30, 2022, from 24.9% for nine months ended June 30, 2021. The decrease in the effective income tax rate was not significant.

Our cash needs are primarily for working capital to support operations, including new and used boat and related parts inventories, off-season liquidity, and growth through ~~acquisitions and new store openings.~~acquisitions. Acquisitions ~~and new store openings~~ remain an important ~~strategies to our company, and we have recently completed certain acquisitions,~~strategy for us, and we plan to ~~accelerate~~continue our growth through ~~these strategies.~~this strategy in appropriate circumstances. However, we cannot predict ~~when unfavorable~~the length of favorable economic or financial ~~conditions will return or the duration of such~~ conditions. We regularly monitor the aging of our inventories and current market trends (including supply chain issues) to evaluate our current and future inventory needs. We also use this evaluation in conjunction with our review of our current and expected operating performance and expected business levels to determine the ~~adequacy~~extent of our financing needs.

These cash needs historically have ~~historically~~ been financed with cash generated from operations and borrowings under the ~~Amended~~ Credit ~~Facility.~~Facility (described below). Our ability to utilize the ~~Amended~~ Credit Facility to fund operations depends upon the collateral levels and compliance with the covenants of the ~~Amended~~ Credit Facility. Any turmoil in the credit markets and weakness in the retail markets may interfere with our ability to remain in compliance with the covenants of the ~~Amended~~ Credit Facility and therefore our ability to utilize the ~~Amended~~ Credit Facility to fund operations. As of ~~December 31, 2017,~~June 30, 2022, we were in compliance with all covenants under the ~~Amended~~ Credit Facility. We currently depend upon dividends and other payments from our ~~dealerships~~locations and the ~~Amended~~ Credit Facility to fund our current operations and meet our cash needs. As 100% owner of each of our ~~dealerships,~~locations, we determine the amounts of such distributions subject to applicable law, and currently, no agreements exist that restrict this flow of funds from our ~~dealerships.~~locations.

For the ~~three~~nine months ended ~~December 31, 2017~~June 30, 2022 and ~~2016,~~2021, cash ~~used in~~provided by operating activities was approximately ~~$56.2~~$123.0 million and ~~$43.2~~$329.6 million, respectively. For the ~~three~~nine months ended ~~December 31, 2017,~~June 30, 2022, cash ~~used in~~provided by operating activities was primarily related to ~~an increase of inventory driven by timing of boats received,~~ increases in ~~accounts receivable, decreases in accounts payable, seasonal declines~~contract liabilities (customer deposits), increases in accrued expenses and ~~customer deposits, partially offset by insurance proceeds received as a result of Hurricane Irma~~other liabilities, increases in accounts payable, and our net income adjusted for non-cash expenses such as depreciation and amortization expense ~~deferred income tax provision,~~ and stock-based compensation expense,. partially offset by increases in inventory (excluding acquired operations) and increases in accounts receivable. For the ~~three~~nine months ended ~~December 31, 2016,~~June 30, 2021, cash ~~used in~~provided by operating activities was primarily related to ~~an increase of~~decreases in inventory ~~driven by timing of boats received and seasonal declines~~(excluding acquired operations), increases in ~~customer deposits and~~contract liabilities (customer deposits), increases in accrued expenses ~~partially offset by~~ and other liabilities, and our net income adjusted for non-cash expenses such as depreciation and amortization expense, ~~along with~~ stock-based compensation expense,. and deferred income tax provision, partially offset by increases in accounts receivable, decreases in accounts payable, and increases in prepaid expenses and other assets.

For the ~~three~~nine months ended ~~December 31, 2017~~June 30, 2022 and ~~2016,~~2021, cash used in investing activities was approximately ~~$2.5~~$113.2 million and ~~$3.6~~$131.1 million, respectively. For the ~~three~~nine months ended ~~December 31, 2017,~~ June 30, 2022, cash used in investing activities was primarily used for acquisitions, to purchase property and equipment associated with improving existing retail facilities, to purchase property and equipment from locations formerly leased, and to purchase investments, partially offset by proceeds from investments. For the nine months ended June 30, 2021, cash used in investing activities was primarily used for acquisitions, to purchase property and equipment associated with improving existing retail facilities, and ~~making capital improvements as a result of Hurricane Irma~~. to purchase investments, partially offset by proceeds from insurance settlements.

For the ~~three~~nine months ended ~~December 31, 2016,~~ ~~cash used in investing activities was primarily used to purchase inventory and property and equipment associated with improving existing retail facilities~~.

~~For the three months ended December 31, 2017 and 2016,~~June 30, 2022, cash provided by financing activities was approximately ~~$52.3 million and $45.3 million, respectively.~~$50.9 million. For the ~~three~~nine months ended ~~December 31, 2017,~~June 30, 2021, cash used in financing activities was approximately $154.1 million. For the nine months ended June 30, 2022, cash provided by financing activities was primarily attributable to net increases in short-term borrowings ~~as a result of increased inventory levels~~ and net proceeds from ~~the~~ issuance of common stock ~~from our stock based~~under incentive compensation and employee purchase plans, partially offset by ~~the repurchase~~purchase of ~~common~~treasury stock, ~~under the share repurchase program~~payments on tax withholdings for equity awards, and contingent acquisition consideration ~~payments from acquisitions.~~payments. For the ~~three~~nine months ended ~~December 31, 2016,~~June 30, 2021, cash ~~provided by~~

used in financing activities was primarily attributable to net payments for short-term borrowings, ~~as a result~~purchase of ~~increased inventory levels~~treasury stock, payments on tax withholdings for equity awards, payments for long-term debt, and contingent acquisition consideration payments, partially offset by proceeds from ~~the~~long-term debt and net proceeds from issuance of common stock ~~from our stock based~~under incentive compensation ~~plans, partially offset by the repurchase of common stock under the share repurchase program.~~and employee purchase plans.

In May ~~2017,~~2020, we ~~amended and restated our Inventory Financing Agreement (the “Amended Credit Facility”), originally~~ entered into ~~in June 2010, as~~a Loan and Security Agreement, which was subsequently amended in July 2021, with Wells Fargo Commercial Distribution Finance LLC, ~~(formerly GE Commercial Distribution Finance Corporation). The May 2017 amendment and restatement extended the maturity date~~M&T Bank, Bank of the West, and Truist Bank. The Credit Facility provides the Company a line of credit with asset based borrowing availability of up to ~~October 2020,~~$500.0 million for working capital and inventory financing, with the ~~Amended~~amount permissible pursuant to a borrowing base formula. The Credit Facility ~~includes~~expires in July 2024, subject to extension for two ~~additional~~ one-year ~~extension~~ periods, with lender approval. The May 2017 amendment and restatement, among other things, modified the amount of borrowing availability and maturity date of the Credit Facility. The Amended Credit Facility provides a floor plan financing commitment of up to $350.0 million, an increase from the previous limit of $300 million, subject to borrowing base availability resulting from the amount and aging of our inventory.

points on the unused portion of the ~~Amended~~ Credit Facility. As of June 30, 2022, we were in compliance with all covenants under the Credit Facility.

Advances under the ~~Amended~~ Credit Facility are initiated by the acquisition of eligible new and used inventory or are re-advances against eligible new and used inventory that have been partially paid-off. Advances on new inventory will generally mature 1,080 days from the original invoice date. Advances on used inventory will mature 361 days from the date we acquire the used inventory. Each advance is subject to a curtailment schedule, which requires that we pay down the balance of each advance on a periodic basis starting after six months. The curtailment schedule varies based on the type and value of the inventory. The collateral for the ~~Amended~~ Credit Facility is ~~all of our personal property with certain limited exceptions.~~primarily the Company’s inventory that is financed through the Credit Facility and related accounts receivable. None of our real estate has been pledged for collateral for the ~~Amended~~ Credit Facility.

As of ~~December 31, 2017,~~June 30, 2022, our indebtedness associated with ~~financing~~ our ~~inventory~~short-term borrowings and ~~working capital needs~~our long-term debt totaled approximately ~~$307.7 million. As of December 31, 2016~~$107.5 million and ~~2017, the interest rate on the outstanding short-term borrowings was approximately 4.0% and 4.7%,~~$49.4 million, respectively. As of ~~December 31, 2017, our additional available~~June 30, 2022, short-term borrowings ~~under our Amended Credit Facility were~~and long-term debt recorded on the Unaudited Condensed Consolidated Balance Sheets included unamortized debt issuance costs of approximately ~~$17.0~~$0.3 million ~~based upon~~and $0.5 million, respectively. Refer to Note 11 of the ~~outstanding~~Notes to Unaudited Condensed Consolidated Financial Statements for disclosure of borrowing ~~base availability. The aging~~availability, interest rates, and terms of our ~~inventory limits our borrowing capacity as defined curtailments reduce the allowable advance rate as our inventory ages.~~short-term borrowings and long-term debt.

Except as specified in this ~~"Management's~~“Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations"~~Operations” and in the ~~attached unaudited condensed consolidated financial statements,~~Unaudited Condensed Consolidated Financial Statements in the “Financial Statements (Unaudited)”, we have no material commitments for capital for the next 12 months. WeBased on the information currently available to us (including the impacts of the COVID-19 pandemic, current supply chain and inventory challenges and inflation on consumer demand, all of which are uncertain), we believe that the cash generated from sales and our existing capital resources will be ~~sufficient~~adequate to ~~finance~~meet our ~~operations~~liquidity and capital requirements for at least the next 12 months, except for possible significant acquisitions.

Our business, as well as the entire recreational boating industry, is highly seasonal, with seasonality varying in different geographic markets. With the exception of Florida, we generally realize significantly lower sales, ~~and~~ higher levels of inventories, and related short-term borrowings, in the quarterly periods ending December 31 and March 31. The onset of the public boat and recreation shows in January generally stimulates boat sales and typically allows us to reduce our inventory levels and related short-term borrowings throughout the remainder of the fiscal year. Our ~~business could become substantially more seasonal if we acquire dealers that operate in colder regions of the United States or close retail locations in warm climates.~~expansion into boat storage may act to reduce our seasonality and cyclicality.

Our business is also subject to weather patterns, which may adversely affect our results of operations. For example, prolonged ~~or severe~~ winter conditions, drought conditions (or merely reduced rainfall levels) or excessive rain, may limit access to area boating locations or render boating dangerous or inconvenient, thereby curtailing customer demand for our ~~products and services.~~products. In addition, unseasonably cool weather and prolonged ~~or severe~~ winter conditions may lead to a shorter selling season in certain locations. Hurricanes and other storms could result in disruptions of our operations or damage to our boat inventories and facilities, as has been the case when Florida and other markets were affected by ~~hurricanes.~~hurricanes, such as Hurricanes Harvey and Irma in 2017. Although our geographic diversity is likely to reduce the overall impact to us of adverse weather conditions in any one market area, these conditions will continue to represent potential, material adverse risks to us and our future financial performance.

ITEM 3. QUANTITATIVE AND ~~QUALITATIVE~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~As of December 31, 2017, all of~~We are exposed to risk from changes in interest rates on our ~~short-term debt bore interest at a variable rate, tied to LIBOR as a reference rate.~~outstanding indebtedness. Changes in the underlying ~~LIBOR~~ interest ~~rate~~rates on our short-term borrowings and long-term debt, which have variable interest rates, could affect our earnings. For example, a hypothetical 100 basis point, 200 basis point, or 300 basis point increase in the interest rate ~~on our short-term debt~~ would result in an increase of approximately ~~$3.1~~$1.4 million, $2.9 million, or $4.3 million in annual pre-tax interest expense. ~~This~~These estimated ~~increase is~~increases are based upon the outstanding balance of our short-term borrowings and long-term debt as of ~~December 31, 2017~~June 30, 2022 and assumes no mitigating changes by us to reduce the outstanding balances and no additional interest assistance that could be received from vendors due to the interest rate increase.

Products purchased from European-based and Chinese-based manufacturers are transacted in U.S. dollars. Fluctuations in the U.S. dollar exchange rate may impact the retail price at which we can sell foreign products. Accordingly, fluctuations in the value of other currencies compared with the U.S. dollar may impact the price points at which we can profitably sell such foreign products, and such price points may not be competitive with other products in the United States. Thus, such fluctuations in exchange rates ultimately may impact the amount of revenue, cost of goods sold, cash flows and earnings we recognize for such foreign products. We cannot

predict the effects of exchange rate fluctuations on our operating results. In certain cases, we may enter into foreign currency cash flow hedges to reduce the variability of cash flows associated with forecasted purchases of boats and yachts from European-based and Chinese-based manufacturers. We are not currently engaged in foreign currency exchange hedging transactions to manage our foreign currency exposure. If and when we do engage in foreign currency exchange hedging transactions, there can be no assurance that our strategies will adequately protect our operating results from the effects of exchange rate fluctuations.

Additionally, the Fraser Yachts Group and Northrop & Johnson have transactions and balances denominated in currencies other than the U.S. dollar. Most of the transactions or balances for Fraser Yachts Group are denominated in euros. Net revenues recognized whose functional currency was not the U.S. dollar were less than 2% of our total revenues in fiscal 2021.

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed by us in Securities Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the ~~Securities and Exchange Commission’s~~SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on such evaluation, such officers have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level.

During the quarter ended ~~December 31, 2017,~~June 30, 2022, there were no changes in our internal control over financial reporting that materially affected, or were reasonably likely to materially affect, our internal control over financial ~~reporting.~~reporting, except as described in the following sentence. On November 1, 2021, we acquired Intrepid. As we proceed with integration, we are implementing various accounting processes and internal controls over financial reporting for this reporting subsidiary.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures and internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Although our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the ~~company~~Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Exhibits 31.1 and 31.2 are the Certifications of the Chief Executive Officer and Chief Financial Officer, respectively. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

We are party to various legal actions arising in the ordinary course of business. While it is not feasible to determine the actual outcome of these actions as of ~~December 31, 2017,~~June 30, 2022, we do not believe that these matters will have a material adverse effect on our unaudited condensed consolidated financial condition, result of operations, or cash flows.

The following table presents information with respect to our ~~repurchase~~repurchases of our common stock during the three months ended ~~December 31, 2017.~~

Period

Total Number of Shares Purchased (1)

Average Price Paid per share

Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs

Maximum Number of
Shares that may
be Purchased Under the
Plans or Programs

October 1, 2017 - October 31, 2017

44,244

$
15.72

44,244

342,885

November 1, 2017 - November 30, 2017

-

-

-

342,885

December 1, 2017 - December 31, 2017

-

-

-

342,885

Total

44,244

$
15.72

44,244

342,885

Period	Total Number of Shares Purchased (1)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that may be Purchased Under the Plans or Programs
April 1, 2022 - April 30, 2022		127,079	$	39.52		127,079		8,919,764
May 1, 2022 - May 31, 2022		-		-		-		-
June 1, 2022 - June 30, 2022		-		-		-		-
Total		127,079	$	39.52		127,079		8,919,764

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Florida	59-3496957
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

2600 McCormick Drive, Suite 200
Clearwater, Florida	33759
(Address of Principal Executive Offices)	(ZIP Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.001 per share	HZO	New York Stock Exchange


Large accelerated filer	☐☒	Accelerated filer	☒☐
Non-accelerated filer	☐ ~~(Do not check if a smaller reporting company)~~	Smaller reporting company	☐
		Emerging growth company	☐

	Contingent Consideration Liabilities
	(Amounts in thousands)
Beginning balance - September 30, 2021	$	12,364
Additions from business acquisitions		7,350
Settlement of contingent consideration liabilities		(3,000	)
Change in fair value and net present value of contingency		375
Ending balance - June 30, 2022	$	17,089

	Contingent Consideration Liabilities
	(Amounts in thousands)
Beginning balance - September 30, 2020	$	2,960
Additions from business acquisitions		8,818
Settlement of contingent consideration liabilities		(1,000	)
Change in fair value and net present value of contingency		679
Ending balance - June 30, 2021	$	11,457

	June 30, 2022
	Level 1		Level 2		Level 3		Total
	(Amounts in thousands)
Assets:
Interest rate swap contract	$	—	$	1,112	$	—	$	1,112
Liabilities:
Contingent consideration liabilities	$	—	$	—	$	17,089	$	17,089

	September 30, 2021
	Level 1		Level 2		Level 3		Total
	(Amounts in thousands)
Assets:
Interest rate swap contract	$	—	$	150	$	—	$	150
Liabilities:
Contingent consideration liabilities	$	—	$	—	$	12,364	$	12,364

	September 30, 2021				June 30, 2022
	Fair Value		Carrying Value		Fair Value		Carrying Value
	(Amounts in thousands)
Mortgage facility payable to Flagship Bank	$	6,872	$	6,899	$	6,082	$	6,527
Mortgage facility payable to Seacoast National Bank		17,529		17,675		15,146		17,194
Mortgage facility payable to Hancock Whitney Bank		27,089		27,106		23,639		25,671

	(Amounts in thousands)
2022	$	3,927
2023		15,327
2024		13,756
2025		11,177
2026		10,309
Thereafter		89,677
Total lease payments		144,173
Less: interest		(41,076	)
Present value of lease liabilities	$	103,097

	Shares Available for Grant			Options Outstanding			Aggregate Intrinsic Value (in thousands)		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Balance as of September 30, 2017		1,386,561			1,207,504		$	5,737	$	11.81		5.3
Options authorized		-			-			-		-
Options granted		-			-			-		-
Options cancelled/forfeited/expired		7,250			(7,250	)		-		15.73
Options exercised		-			(181,696	)		-		10.55
Restricted stock awards issued		(341,517	)		-			-		-
Restricted stock awards forfeited		16,189			-			-		-
Additional shares of stock issued		(2,689	)		-			-		-
Balance as of December 31, 2017		1,065,794			1,018,558		$	7,022	$	12.01		5.1

Exercisable as of December 31, 2017					1,006,891		$	6,987	$	11.96		5.1

3.1		Articles of Incorporation of MarineMax, Inc., a Florida corporation. (1)

3.2		Bylaws of MarineMax, Inc., a Florida corporation. (1)

4.1		Form of Common Stock Certificate. (1)


31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.

32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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		MARINEMAX, INC.

~~January 31, 2018~~July 28, 2022	By:	/s/ Michael H. McLamb

		Michael H. McLamb
		Executive Vice President,
		Chief Financial Officer, Secretary, and Director
		(Principal Accounting and Financial Officer)