SecProbe.io

January 24 , 2014

Via E -mail
William H. McGill , Jr.
Chairman of the Board and  Chief Executive Officer
MarineMax, Inc.
18167 U.S. Highway 19 North , Suite 300
Clearwater, Florida 33764

Re: MarineMax, Inc.
 Form 10-K for the Fiscal Year Ended September 30, 2013
Filed December 6, 2013
Definitive Proxy Statement filed on Schedule 14A
Filed January 10, 2014
File No. 001-14173

Dear Mr. McGill :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do  not believe our comments apply  to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your fi lings and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended September 30, 2013

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 45

Application of Critical Accounting Policies, page 46

1. Your disclosure of critical accounting policies should supplement, not duplicate, the
description of acc ounting policies that are disclosed in the notes to financial statements.
Rather, you should provide an analysis of the uncertainties associated with the methods,
assumptions and estimates underlying your critical accounting measurements to provide
greate r insight into the quality and variability of information regarding your financial
condition and operating performance.  When critical accounting estimates and

William H. McGill, Jr.
MarineMax, Inc.
January 24 , 2014
Page 2

 assumptions are based on matters that are highly uncertain, you should also provide an
analysis of their specific sensitivity to change based on other outcomes that are
reasonably likely to occur.  In future filings, please revise your disclosures accordingly.
Please show us what the revisions would look like.

Consolidated Financial Statements, p age F -1

Consolidated Statements of Operations, page F -5

2. We note your disclosure on page 11 regarding the percentages of your revenue generated
by each product and service category.  Please tell us your consideration of separately
disclosing net sales fro m tangible products and services and the amount of cost of
tangible products sold and cost of services in accordance with Rule 5 -03 of Regulation S -
X.  Please also tell us your consideration of disclosing the amounts of revenues for each
product and servic e category as opposed to percentages of revenue generated by each
product and service category.  Refer to ASC 280 -10-50-40.

Consolidated Statements of Cash Flows, page F -7

3. We note the payment terms of the amended credit facility disclosed in note 7.  Please tell
us why proceeds from borrowings and debt payments qualify for net reporting.  Please
refer to ASC 230 -10-45-7 through 9.

6.  Other Long -Term Assets, page F -14

4. Please tell us your consideration of disclosing the amount of equity in earnings or  losses
of Gulfport included in selling, general and administrative expenses as contemplated by
Rule 5 -03(b)12 of Regulation S -X.

14.  Net Income (Loss) Per Share, page F -20

5. Please tell us how you treat restricted stock awards in your computations of bas ic and
diluted income (loss) per share.  Please also tell us your consideration of disclosing the
share amount effects of restricted stock awards in accordance with ASC 260 -10-50-1a.

15.  Commitments and Contingencies, page F -20

Other Commitments and C ontingencies, page F -21

6. Please tell us your consideration of providing a reconciliation of the beginning and
ending liability balances related to store closings and lease terminations.  Please refer to
ASC 420 -10-50-1b.2.

William H. McGill, Jr.
MarineMax, Inc.
January 24 , 2014
Page 3

 Definitive Proxy Statement fi led on Schedule 14A

Incentive Compensation, page 14

7. We note that you have not disclosed the actual quantitative individual performance
objectives to be achieved for each named executive officer  to earn their incentive
compensation.   If you omitted this i nformation because you believe it would result in
competitive harm as provided under Instruction 4 to Item 402(b), please tell us your
reasons.   If disclosure of the performance -related factors would cause competitive harm,
please discuss how difficult it will be for the executive or how likely it will be for the
registrant to achieve the target levels or other factors.   Please also discuss any discretion
that may be exercised in granting such awards absent attainment of the stated
performance goal.   Please  see Instruction 4 to Item 402(b) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include  the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing s;

 staff comments or changes  to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing s; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under t he federal securities laws of the United States.

You may contact  Scott Stringer, Staff Accountant ], at (202) 551 -3272  or me at (202) 551 -
3344  if you have questions regarding comments on the financial statements and related matters.
Please contact Scott Anderegg, Staff Attorney , at (202) 551 -3342  if you have questions
regarding any other comments.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief

cc:  Linda Cameron, Executive Assistant