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SEC Company Response from MARINEMAX INC (HZO) (CIK 0001057060) (HZO) — May 12, 2006

MARINEMAX INC (HZO) (CIK 0001057060)
Date: May 12, 2006 · CIK: 0001057060 · Accession: 0000950153-06-001370

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Referenced dates: May 5, 2006

Date
May 5, 2006
Author
Officer, and Secretary
Form
CORRESP
Company
MARINEMAX INC (HZO) (CIK 0001057060)

Letter

Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W., Mail Stop 3561 Washington, D.C. 20549-0305 Attention: Sarah Goldberg, Staff Accountant Form 8-K File No. 1-14173 Filed: May 5, 2006

Re: MarineMax, Inc. (the "Company")

Dear Ms. Goldberg:

We are responding to comments on the Company's above-referenced filing under the Securities Act of 1933, as amended, provided by the staff of the Securities and Exchange Commission (the "Staff") by letter dated May 5, 2006. The Company's responses to the Staff's comments are indicated below, directly following a restatement of each comment in bold, italicized type.

Form 8-K --------- Item 4.02 --------- 1. SEC Comment: Please amend Form 8-K to disclose the date of the conclusion regarding non-reliance. Refer to the requirements of Item 4.02(a)(1) of Form 8-K.

Company Response:

We will amend our Form 8-K to disclose the date of the conclusion regarding non-reliance. The amended disclosure will read as follows:

As a result of this reevaluation, on May 2, 2006, the Company determined that it would restate the consolidated statements of cash flows for the years ended September 30, 2003, 2004 and 2005 and for the three months ended December 31, 2005, to reclassify cash flows relating to short-term borrowings from operating cash flows to financing cash flows in conformity with Statement of Financial Accounting Standards No. 95, "Statements of Cash Flows" ("SFAS 95").

<PAGE> Securities and Exchange Commission Attn: Sarah Goldberg Page 2

2. SEC Comment: Please amend Form 8-K to disclose whether the audit committee, or the board of directors in the absence of an audit committee, or an authorized officer or officers, discussed with your independent accountant the matters disclosed in the filing. Refer to the requirements of Item 4.02(a)(3) of Form 8-K.

Company Response:

We will amend our Form 8-K to disclose whether the audit committee discussed with our independent accountant the matters disclosed in the filing. The amended disclosure will read as follows:

In response to recently published comments of the Staff of the Securities and Exchange Commission (the "SEC"), recent restatements made by public automotive dealers, recent discussions with the SEC Staff, and recent discussions with Ernst & Young, LLP, the Company's independent registered public accounting firm, the Company and its Audit Committee of the Board of Directors has reevaluated the presentation of certain information regarding the short-term borrowings and repayments related to new and used boat inventory in the consolidated statements of cash flows, as further described below.

Please call me at (727) 531-1700, ext. 10131 or Jack P. Ezzell, the Company's Vice President, Chief Accounting Officer, and Corporate Controller at (727) 531-1700, ext. 10107 if you have any questions concerning these responses.

Sincerely,
MARINEMAX, INC.
/s/ Michael H. McLamb
---------------------
Michael H. McLamb
Executive Vice President, Chief Financial
Officer, and Secretary

Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

VIA FACSIMILE (202) 772-9204 and EDGAR

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W., Mail Stop 3561
Washington, D.C. 20549-0305

Attention: Sarah Goldberg, Staff Accountant

     Re:        MarineMax, Inc. (the "Company")

     Form 8-K
     File No. 1-14173
     Filed: May 5, 2006

Dear Ms. Goldberg:

     We are responding to comments on the Company's above-referenced filing
under the Securities Act of 1933, as amended, provided by the staff of the
Securities and Exchange Commission (the "Staff") by letter dated May 5, 2006.
The Company's responses to the Staff's comments are indicated below, directly
following a restatement of each comment in bold, italicized type.

                                    Form 8-K
                                    ---------
Item 4.02
---------
1.      SEC Comment:  Please amend Form 8-K to disclose the date of the
        conclusion regarding non-reliance. Refer to the requirements of Item
        4.02(a)(1) of Form 8-K.

Company Response:

     We will amend our Form 8-K to disclose the date of the conclusion regarding
     non-reliance. The amended disclosure will read as follows:

     As a result of this reevaluation, on May 2, 2006, the Company determined
     that it would restate the consolidated statements of cash flows for the
     years ended September 30, 2003, 2004 and 2005 and for the three months
     ended December 31, 2005, to reclassify cash flows relating to short-term
     borrowings from operating cash flows to financing cash flows in conformity
     with Statement of Financial Accounting Standards No. 95, "Statements of
     Cash Flows" ("SFAS 95").

<PAGE>
Securities and Exchange Commission
Attn: Sarah Goldberg
Page 2

2.      SEC Comment:  Please amend Form 8-K to disclose whether the audit
   committee, or the board of directors in the absence of an audit committee,
   or an authorized officer or officers, discussed with your independent
   accountant the matters disclosed in the filing. Refer to the requirements of
   Item 4.02(a)(3) of Form 8-K.

Company Response:

     We will amend our Form 8-K to disclose whether the audit committee
   discussed with our independent accountant the matters disclosed in the
   filing. The amended disclosure will read as follows:

     In response to recently published comments of the Staff of the Securities
   and Exchange Commission (the "SEC"), recent restatements made by public
   automotive dealers, recent discussions with the SEC Staff, and recent
   discussions with Ernst & Young, LLP, the Company's independent registered
   public accounting firm, the Company and its Audit Committee of the Board of
   Directors has reevaluated the presentation of certain information regarding
   the short-term borrowings and repayments related to new and used boat
   inventory in the consolidated statements of cash flows, as further
   described below.

     Please call me at (727) 531-1700, ext. 10131 or Jack P. Ezzell, the
Company's Vice President, Chief Accounting Officer, and Corporate Controller at
(727) 531-1700, ext. 10107 if you have any questions concerning these responses.

                                       Sincerely,
                                       MARINEMAX, INC.

                                       /s/ Michael H. McLamb
                                       ---------------------
                                       Michael H. McLamb
                                       Executive Vice President, Chief Financial
                                       Officer, and Secretary

cc: Robert S. Kant, Greenburg Traurig, LLP
    Paul Keiper, Ernst & Young, LLP
</TEXT>
</DOCUMENT>