MARINEMAX INC Management’s Discussion and Analysis of Financial Condition and Results of Operations (Form 10-K)

The following should be read in conjunction with Part I, including the matters
set forth in the "Risk Factors" section of this report, and our consolidated
financial statements and notes thereto included elsewhere in this report. This
section of this Form 10-K generally discusses fiscal 2022 and 2021 items and
year-to-year comparisons between fiscal 2022 and 2021. Discussions of fiscal
2020 items and year-to-year comparisons between fiscal 2021 and 2020 that are
not included in this Form 10-K can be found in the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of
the Company's Annual Report on Form 10-K for the fiscal year ended September 30,
2021.

Overview

We believe we are the largest recreational boat and yacht retailer and
superyacht services company in the world. Through our current 78 retail
locations in 21 states, 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. In the
British Virgin Islands we offer the charter of catamarans, through MarineMax
Vacations. We also own Fraser Yachts Group, a leading superyacht brokerage and
luxury yacht services company with operations in multiple countries, Northrop &
Johnson, another leading superyacht brokerage and services company with
operations in multiple countries, SkipperBud's, one of the largest boat sales,
brokerage, service and marina/storage groups in the United States, Cruisers
Yachts, a manufacturer of sport yacht and yachts with sales through our select
retail dealership locations and through independent dealers. In November 2021,
we acquired Intrepid Powerboats, a manufacturer of powerboats, and Texas
MasterCraft, a 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. In August
2022, we expanded our presence in Texas by acquiring Endeavour Marina in
Seabrook. In October 2022, we completed the acquisition of IGY Marinas.

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 Annual Report on Form 10-K,
acquired 32 recreational boat dealers, five boat brokerage operations, two
full-service yacht repair operations, and two boat and yacht manufacturers. As a
part of our acquisition strategy, we frequently engage in discussions with
various recreational boat dealers 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 two acquisitions in the fiscal year ended September
30, 2020, three acquisitions in the fiscal year ended September 30, 2021, and
four acquisitions in the fiscal year ending September 30, 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, particularly
Florida in which we generated approximately 54%, 50%, and 51% of our dealership
revenue during fiscal 2020, 2021, and 2022, 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, has resulted in, and may further 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, low consumer confidence
or inflation is likely to have a negative effect on our business.

Historically, in periods of lower consumer spending and depressed economic
conditions, we have, among other things, substantially reduced our acquisition
program, delayed new store openings, reduced our inventory purchases, engaged in
inventory reduction efforts, closed a number of our retail locations, reduced
our headcount, and amended and replaced our credit facility.

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

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to address weak market conditions in the past have yielded, and we believe are
likely to yield in the future, an increase in revenue. Acquisitions remain an
important strategy for us, and, subject to 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
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 new
reportable segments: Retail Operations and Product Manufacturing. See Note 21 of
the Notes to Consolidated Financial Statements.

As of September 30, 2022, the Retail Operations segment includes the activity of
78 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 September 30, 2022, the Product Manufacturing segment includes activity of
Cruisers Yachts and Intrepid Powerboats. 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
Powerboats, also a wholly-owned MarineMax subsidiary, is a producer of
customized boats. Intrepid Powerboats 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.

Application of critical accounting policies

We have identified the policies below as critical 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 consolidated 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 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.

Revenue Recognition

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 trailer by the customer and 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, or
trailer. We recognize commissions earned from a brokerage sale when the related
brokerage transaction closes upon transfer of control of the boat, motor, or
trailer to the customer, which is generally upon acceptance by the customer.

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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 consolidated financial statements taken
as a whole as of September 30, 2021 and 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 marketing
fees earned on insurance products sold on behalf of 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 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 the service. Payment for boat maintenance and repairs is
typically due upon the completion of the service, which is generally completed
within a short period of time from contract inception. We satisfy our
performance obligations, transfer control, and recognize revenue over time for
parts and service operations because we are creating a contract 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. Contract assets, recorded in
prepaid expenses and other current assets, totaled approximately $5.7 million
and $5.9 million as of September 30, 2021 and September 30, 2022, respectively.

We recognize 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 met. We recognize revenue from the rentals of chartering power
yachts over time on a straight-line basis over the term of the contract as our
performance obligations are met.

Inventories

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. 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 boats, motors, and trailers
inventories are accounted for on a specific identification basis. Raw materials
and parts, accessories, and other inventories are accounted for on an average
cost 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. 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. If events occur and
market conditions change, the net realizable value of our inventories could
change.

Good will

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 accordance with ASC 350, we
test 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 third fiscal quarter. If the
carrying amount of a reporting unit's goodwill exceeds its fair value we
recognize an impairment loss in accordance with ASC 350. 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 did not perform a quantitative 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.

Recent accounting pronouncements

See note 3 of the notes to the consolidated financial statements.

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Operating results

The following table sets forth certain financial data as a percentage of revenue
for the periods indicated:

                                                       Fiscal Year Ended September 30,
                                        2020                         2021                        2022
                                                            (Amounts in thousands)
Revenue                        $ 1,509,713       100.0 %   $ 2,063,257        100.0 %   $ 2,308,098       100.0 %
Cost of sales                    1,111,000        73.6 %     1,403,824         68.0 %     1,502,344        65.1 %
Gross profit                       398,713        26.4 %       659,433         32.0 %       805,754        34.9 %
Selling, general and
administrative expenses            291,998        19.3 %       449,974         21.8 %       540,550        23.4 %
Income from operations             106,715         7.1 %       209,459         10.2 %       265,204        11.5 %
Interest expense                     9,275         0.6 %         3,665          0.2 %         3,283         0.2 %
Income before income taxes          97,440         6.5 %       205,794         10.0 %       261,921        11.3 %
Income tax provision                22,806         1.5 %        50,815          2.5 %        63,932         2.7 %
Net income                     $    74,634         5.0 %   $   154,979          7.5 %   $   197,989         8.6 %



Year ended September 30, 2022compared to the year ended September 30, 2021

Revenue. Revenue increased $244.8 million, or 11.9%, to approximately $2.308
billion for the fiscal year ended September 30, 2022 from $2.063 billion for the
fiscal year ended September 30, 2021. Of this increase, $94.7 million was
attributable to a 5% increase in comparable-store sales and an approximate
$150.1 million net increase was related to stores opened, including acquired, or
closed that were not eligible for inclusion in the comparable-store base, as
well as Intrepid Powerboats and Cruisers Yachts manufacturing revenue which are
not included in comparable retail store sales. The increase in our
comparable-store sales was primarily due to demand driven increases in new boat
revenue and our higher margin finance and insurance products, brokerage, parts,
service, and storage services.

Gross Profit. Gross profit increased $146.3 million, or 22.2%, to $805.8 million
for the fiscal year ended September 30, 2022 from $659.4 million for the fiscal
year ended September 30, 2021. Gross profit as a percentage of revenue increased
to 34.9% for the fiscal year ended September 30, 2022 from 32.0% for the fiscal
year ended September 30, 2021. The increase in gross profit as a percentage of
revenue was primarily the result of demand driven price increases resulting in
greater new and used boat margins and increases in our higher margin businesses,
including our superyacht-services companies, as a percentage of sales. The
increase in gross profit dollars was primarily attributable to increased new
boat sales.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $90.6 million, or 20.1%, to $540.6 million for
the fiscal year ended September 30, 2022 from $450.0 million for the fiscal year
ended September 30, 2021. Selling, general and administrative expenses for the
fiscal year ended September 30, 2022, included $4.8 million of hurricane
expenses. Excluding hurricane expenses, selling, general and administrative
expenses increased as a percentage of revenue to 23.2% for the fiscal year ended
September 30, 2022 from 21.8% for the fiscal year ended September 30, 2022. The
increase in selling, general, and administrative expenses was driven by an
increase in mix to our higher margin businesses, which typically carry a higher
expense structure, and acquisitions.

Interest Expense. Interest expense decreased $0.4 million, or 10.8%, to $3.3
million for the fiscal year ended September 30, 2022, from $3.7 million for the
fiscal year ended September 30, 2021. Interest expense as a percentage of
revenue remained consistent at 0.2% for the fiscal year ended September 30, 2022
and for the fiscal year ended September 30, 2021. The decrease in interest
expense was primarily the result of decreased borrowings on average throughout
the fiscal year.

Income Taxes. Income tax expense increased $13.1 million, or 25.8%, to $63.9
million for the fiscal year ended September 30, 2022 from $50.8 million for the
fiscal year ended September 30, 2021. Our effective income tax rate decreased to
24.4% for fiscal year ended September 30, 2022, from 24.7% for fiscal year ended
September 30, 2021. The decrease in the effective income tax rate was primarily
attributed to benefits from stock-based compensation.

Quarterly data and seasonality

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 additional dealers that operate in colder regions of the
United States or close retail locations in warm climates.

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Our business is also subject to weather patterns, which may adversely affect our
results of operations. For example, prolonged 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. In addition, unseasonably
cool weather and prolonged winter conditions may lead to a shorter selling
season in certain locations. Hurricanes and other storms could result in
disruptions of our operations or damage to our boat inventories and facilities,
as has been the case when Florida and other markets were affected by hurricanes,
such as Hurricanes Harvey and Irma in 2017 and Hurricane Ian in 2022. Although
we believe 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.

Cash and capital resources

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. Acquisitions remain an important strategy for
us, and we plan to continue our growth through this strategy in appropriate
circumstances. However, we cannot predict the length of favorable economic or
financial conditions. We regularly monitor the aging of our inventories and
current market trends 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 of our financing needs.

These cash needs historically have been financed with cash generated from
operations and borrowings under the New Credit Agreement (described below). Our
ability to utilize the New Credit Agreement to fund operations depends upon the
collateral levels and compliance with the covenants of the New Credit Agreement.
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 New
Credit Agreement and therefore our ability to utilize the New Credit Agreement
to fund operations. As of September 30, 2022, we were in compliance with all
covenants under the New Credit Agreement. We currently depend upon cash flows
from operations, dividends and other payments from our dealerships, and the New
Credit Agreement to fund our current operations and meet our cash needs. As 100%
owner of each of our dealerships, 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.

For the fiscal years ended September 30, 2022, 2021 and 2020, cash provided by
operating activities was approximately $76.6 million, $373.9 million, and $304.7
million, respectively. For the fiscal year ended September 30, 2022, cash
provided by operating activities was primarily related to increases in contract
liabilities (customer deposits), accounts payable, accrued expenses and other
liabilities, and our net income adjusted for non-cash expenses and gains such as
depreciation and amortization expense, deferred income tax provision, and
stock-based compensation expense, partially offset by increases in inventory.
For the fiscal year ended September 30, 2021, cash provided by operating
activities was primarily related to decreases in inventory, increases in
contract liabilities (customer deposits), accrued expenses and other
liabilities, and our net income adjusted for non-cash expenses and gains such as
depreciation and amortization expense, deferred income tax provision, and
stock-based compensation expense. For the fiscal year ended September 30, 2020,
cash provided by operating activities was primarily related to decreases in
inventory, accounts receivable, increases in accrued expenses and other
liabilities, increases in accounts payable, and our net income adjusted for
non-cash expenses and gains such as depreciation and amortization expense,
deferred income tax provision, stock-based compensation expense, and insurance
proceeds received.

For the fiscal years ended September 30, 2022, 2021, and 2020, cash used in
investing activities was approximately $140.5 million, $161.1 million, and $30.1
million, respectively. For the fiscal year ended September 30, 2022, cash used
in investing activities was primarily used for acquisitions, to purchase
property and equipment associated with improving existing retail facilities, and
to purchase investments, partially offset by proceeds from the sale of
investments and property and equipment. For the fiscal year ended September 30,
2021, cash used in investing activities was primarily used for acquisitions, to
purchase property and equipment associated with improving existing retail
facilities, and to purchase investments, partially offset by proceeds from
insurance settlements. For the fiscal year ended September 30, 2020, cash used
in investing activities was primarily used to purchase property and equipment
associated with improving existing retail facilities and purchase property and
equipment and other assets associated with business acquisitions.

For the fiscal year ended September 30, 2022, cash provided by financing
activities was approximately $73.1 million. For the fiscal years ended September
30, 2021 and 2020, cash used in financing activities was approximately $145.7
million and $158.1 million, respectively. For the fiscal year ended September
30, 2022, cash provided by financing activities was primarily attributable to
increased short-term borrowings and net proceeds from issuance of common stock
under incentive compensation and employee purchase plans, partially offset by
purchase of treasury stock, payments on tax withholdings for equity awards,
payments for long-term debt, payments for debt issuance costs, and contingent
acquisition consideration payments. For the fiscal year ended September 30,
2021, cash used in financing activities was primarily attributable to net
payments for short-term borrowings, purchase of treasury stock, payments on tax
withholdings for equity awards, payments for long-term debt, and contingent
acquisition consideration payments, partially offset by proceeds from long-term
debt and net proceeds from issuance of common stock under incentive compensation
and employee purchase plans. For the fiscal year ended September 30, 2020, cash
used in financing activities was primarily attributable to a decrease in net
short-term borrowings as a result of decreased inventory levels, repurchase of
common stock under the share repurchase program,

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payments on tax withholdings for equity awards, partially offset by proceeds
from the issuance of common stock from our stock-based compensation plans and
proceeds from long- term debt.

In August 2022, we entered into to a Credit Agreement with Manufacturers and
Traders Trust Company as Administrative Agent, Swingline Lender, and Issuing
Bank, Wells Fargo Commercial Distribution Finance, LLC, as Floor Plan Agent, and
the lenders party thereto (the "New Credit Agreement"). The New Credit Agreement
provides the Company a line of credit with asset based borrowing availability of
up to $750 million and establishes a revolving credit facility in the maximum
amount of $100 million (including a $20 million swingline facility and a $20
million letter of credit sublimit), a delayed draw term loan facility to finance
the acquisition of IGY Marinas in the maximum amount of $400 million, and a $100
million delayed draw mortgage loan facility. The maturity of each of the
facilities is August 2027.

The interest rate is (a) for amounts outstanding under the floor plan facility,
3.45% above the one month secured term rate as administered by the CME Group
Benchmark Administration Limited (CBA) ("SOFR"), (b) for amounts outstanding
under the revolving credit facility or the term loan facility, a range of 1.50%
to 2.0%, depending on the total net leverage ratio, above the one month, three
month, or six month term SOFR rate, and (c) for amounts outstanding under the
mortgage loan facility, 2.20% above the one month, three month, or six month
term SOFR rate. The alternate base rate with a margin is available for amounts
outstanding under the revolving credit, term, and mortgage loan facilities and
the Euro Interbank Offered Rate plus a margin is available for borrowings in
Euro or other currencies other than dollars under the revolving credit facility.

As of September 30, 2022, our indebtedness associated with our short-term
borrowings and our long-term debt totaled approximately $135.1 million and $48.7
million, respectively. As of September 30, 2022, short-term borrowings and
long-term debt recorded on the Consolidated Balance Sheets included unamortized
debt issuance costs of approximately $3.1 million and $0.5 million,
respectively. Refer to Note 11 and 22 of the Notes to Consolidated Financial
Statements for disclosure of borrowing availability, interest rates, terms of
our short-term borrowings and long-term debt, and closing of the IGY Marinas
transaction in October 2022.

Except as specified in this "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and in the attached consolidated financial
statements, we have no material commitments for capital for the next 12 months.
Based on the information currently available to us, the COVID-19 pandemic's
impact on consumer demand is uncertain, however, we believe that the cash
generated from sales and our existing capital resources will be adequate to meet
our liquidity and capital requirements for at least the next 12 months, except
for possible significant acquisitions.

Commitments and commercial commitments

The following table provides a summary of our main contractual obligations and commercial commitments as of September 30, 2022:

                                                        Payments Due by Period Ending September 30,
                                                                      1-3 Years       3-5 Years        More Than 5
                                                     Less Than 1      (2024 and       (2026 and      Years (2028 and
                                         Total       Year (2023)        2025)           2027)          thereafter)
                                                                   (Amounts in thousands)
Short-term borrowings (1)              $ 135,066     $   135,066     $         -     $         -     $              -
Long-term debt (2)                        48,693           2,882           5,764           9,764               30,283
Other liabilities (3)                     16,156           9,300           6,416             440                    -
Operating leases (4)                     138,764          14,715          24,916          20,216               78,917
Total                                  $ 338,679     $   161,963     $    37,096     $    30,420     $        109,200




(1)
Estimates of future interest payments for short-term borrowings have been
excluded in the tabular presentation. Amounts due are contingent upon the
outstanding balances and the variable interest rates. Refer to Note 11 of the
Notes to Consolidated Financial Statements for disclosure of borrowing
availability, interest rates, and terms of our short-term borrowings.
(2)
The amounts included in long-term debt refers to future cash principal payments.
Refer to Note 11 of the Notes to Consolidated Financial Statements for
disclosure of borrowing availability, interest rates, and terms of our long-term
debt.
(3)
The amounts included in other liabilities consist primarily of our estimated
liability for claims on certain workers' compensation insurance policies and
estimated future contingent consideration payments.
(4)
Amounts for operating lease commitments do not include certain operating
expenses such as maintenance, insurance, and real estate taxes. These amounts
are not a material component of operating expenses.

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