☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
83-4330138
|
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
|
6275 Lanier Islands Parkway
Buford, Georgia
|
30518
|
|
(Address of principal executive offices)
|
(Zip code)
|
Title of Each Class
|
Trading Symbol(s)
|
Name of Each Exchange on Which Registered
|
||
Class A common stock, par value $0.01 per share
|
ONEW
|
The Nasdaq Global Market
|
Large accelerated filer
|
☐ |
Accelerated filer ☐
|
Non-accelerated filer
|
☒ |
Smaller reporting company ☒
|
|
Emerging growth company ☒ |
Page
|
||
3
|
||
5
|
||
Item 1.
|
5
|
|
5
|
||
6
|
||
7 |
||
9
|
||
10
|
||
Item 2.
|
30 | |
Item 3.
|
55 | |
Item 4.
|
55 | |
56 | ||
Item 1.
|
56 | |
Item 1A.
|
56 | |
Item 2.
|
57 | |
Item 3.
|
57 | |
Item 4.
|
57 | |
Item 5.
|
57 | |
Item 6.
|
58 |
• |
The impact of COVID-19 on our business and results of operations;
|
• |
general economic conditions, including changes in employment levels, consumer demand, preferences and confidence levels, fuel prices, levels of discretionary income, consumer spending patterns, and uncertainty regarding the timing, pace
and extent of an economic recovery in the United States;
|
• |
economic conditions in certain geographic regions in which we primarily generate our revenue;
|
• |
credit markets and the availability and cost of borrowed funds;
|
• |
our business strategy, including acquisitions and same-store growth;
|
• |
our ability to integrate acquired dealer groups;
|
• |
our ability to maintain our relationships with manufacturers, including meeting the requirements of our dealer agreements and receiving the benefits of certain manufacturer incentives;
|
• |
our ability to finance working capital and capital expenditures;
|
• |
general domestic and international political and regulatory conditions, including changes in tax or fiscal policy and the effects of current restrictions on various commercial and economic activities in response to the COVID-19 pandemic;
|
• |
global public health concerns, including the COVID-19 pandemic;
|
• |
demand for our products and our ability to maintain acceptable pricing for our products and services, including financing, insurance and extended service contracts;
|
• |
our operating cash flows, the availability of capital and our liquidity;
|
• |
our future revenue, same-store sales, income, financial condition, and operating performance;
|
• |
our ability to sustain and improve our utilization, revenue and margins;
|
• |
competition;
|
• |
seasonality and inclement weather such as hurricanes, severe storms, fire and floods, generally and in certain geographic regions in which we primarily generate our revenue;
|
• |
our ability to manage our inventory and retain key personnel;
|
• |
environmental conditions and real or perceived human health or safety risks;
|
• |
any potential tax savings we may realize as a result of our organizational structure;
|
• |
uncertainty regarding our future operating results and profitability;
|
• |
other risks associated with the COVID-19 pandemic including, among others, the ability to safely operate our stores, access to inventory and customer demand; and
|
• |
plans, objectives, expectations and intentions that are not historical.
|
Item 1. |
June 30,
2020
|
September 30,
2019
|
|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash
|
$
|
87,989
|
$
|
11,108
|
||||
Restricted cash
|
3,080
|
384
|
||||||
Accounts receivable
|
57,439
|
15,294
|
||||||
Inventories
|
171,300
|
277,338
|
||||||
Prepaid expenses and other current assets
|
10,880
|
9,969
|
||||||
Total current assets
|
330,688
|
314,093
|
||||||
Property and equipment, net
|
16,785
|
15,954
|
||||||
Other assets:
|
||||||||
Deposits
|
356
|
345
|
||||||
Deferred tax asset
|
2,845
|
-
|
||||||
Identifiable intangible assets
|
61,304
|
61,304
|
||||||
Goodwill
|
113,059
|
113,059
|
||||||
Total other assets
|
177,564
|
174,708
|
||||||
Total assets
|
$
|
525,037
|
$
|
504,755
|
||||
Liabilities and Stockholders’ and Members’ Equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
25,154
|
$
|
5,546
|
||||
Other payables and accrued expenses
|
20,414
|
16,567
|
||||||
Customer deposits
|
12,851
|
4,880
|
||||||
Notes payable – floor plan
|
176,061
|
225,377
|
||||||
Current portion of long-term debt
|
8,435
|
11,124
|
||||||
Total current liabilities
|
242,915
|
263,494
|
||||||
Long-term Liabilities:
|
||||||||
Other long-term liabilities
|
1,512
|
1,598
|
||||||
Warrant liability
|
-
|
50,887
|
||||||
Long-term debt, net of current portion and unamortized debt issuance costs
|
108,780
|
64,789
|
||||||
Total liabilities
|
353,207
|
380,768
|
||||||
Redeemable preferred interest in subsidiary
|
-
|
86,018
|
||||||
Stockholders’ and Members’ Equity:
|
||||||||
Members’ equity
|
-
|
31,770
|
||||||
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued and outstanding as of June 30, 2020 and September 30, 2019
|
-
|
-
|
||||||
Class A common stock, $0.01 par value, 40,000,000 shares authorized, 6,087,906 shares issued and outstanding as of June 30, 2020 and none issued and outstanding as of September 30, 2019
|
61
|
-
|
||||||
Class B common stock, $0.01 par value, 10,000,000 shares authorized, 8,462,392 shares issued and outstanding as of June 30, 2020 and none issued and outstanding as of September 30, 2019
|
85
|
-
|
||||||
Additional paid-in capital
|
56,683
|
-
|
||||||
Retained earnings
|
15,452
|
-
|
||||||
Total stockholders’ equity attributable to OneWater Marine Inc. and members’ equity
|
72,281
|
31,770
|
||||||
Equity attributable to non-controlling interests
|
99,549
|
6,199
|
||||||
Total stockholders’ and members’ equity
|
171,830
|
37,969
|
||||||
Total liabilities, stockholders’ and members’ equity
|
$
|
525,037
|
$
|
504,755
|
Three Months Ended
June 30,
|
Nine Months Ended
June 30,
|
|||||||||||||||
2020
|
2019
|
2020
|
2019
|
|||||||||||||
Revenues
|
||||||||||||||||
New boat sales
|
$
|
286,984
|
$
|
180,668
|
$
|
512,999
|
$
|
375,160
|
||||||||
Pre-owned boat sales
|
85,907
|
66,114
|
166,720
|
122,043
|
||||||||||||
Finance & insurance income
|
16,639
|
10,007
|
29,047
|
18,525
|
||||||||||||
Service, parts & other sales
|
18,743
|
18,035
|
43,168
|
43,144
|
||||||||||||
Total revenues
|
408,273
|
274,824
|
751,934
|
558,872
|
||||||||||||
Cost of sales (exclusive of depreciation and amortization shown separately below)
|
||||||||||||||||
New boat cost of sales
|
233,377
|
148,227
|
418,766
|
308,329
|
||||||||||||
Pre-owned boat cost of sales
|
70,866
|
55,477
|
138,895
|
102,196
|
||||||||||||
Service, parts & other cost of sales
|
9,345
|
8,389
|
22,815
|
22,573
|
||||||||||||
Total cost of sales
|
313,588
|
212,093
|
580,476
|
433,098
|
||||||||||||
Selling, general and administrative expenses
|
43,152
|
34,713
|
103,738
|
83,890
|
||||||||||||
Depreciation and amortization
|
824
|
691
|
2,375
|
1,883
|
||||||||||||
Transaction costs
|
31
|
419
|
3,393
|
1,161
|
||||||||||||
Gain on settlement of contingent consideration
|
-
|
(19
|
)
|
-
|
(1,674
|
)
|
||||||||||
Income from operations
|
50,678
|
26,927
|
61,952
|
40,514
|
||||||||||||
Other expense (income)
|
||||||||||||||||
Interest expense – floor plan
|
2,298
|
2,734
|
7,482
|
6,730
|
||||||||||||
Interest expense – other
|
3,082
|
1,869
|
7,392
|
4,391
|
||||||||||||
Change in fair value of warrant liability
|
-
|
(10,373
|
)
|
(771
|
)
|
(2,773
|
)
|
|||||||||
Other (income) expense, net
|
(61
|
)
|
17
|
106
|
(73
|
)
|
||||||||||
Total other expense (income), net
|
5,319
|
(5,753
|
)
|
14,209
|
8,275
|
|||||||||||
Income before income tax expense
|
45,359
|
32,680
|
47,743
|
32,239
|
||||||||||||
Income tax expense
|
4,737
|
-
|
5,209
|
-
|
||||||||||||
Net income
|
40,622
|
32,680
|
42,534
|
32,239
|
||||||||||||
Less: Net income attributable to non-controlling interests
|
-
|
(772
|
)
|
(350
|
)
|
(1,318
|
)
|
|||||||||
Net income attributable to One Water Marine Holdings, LLC
|
$
|
31,908
|
$
|
30,921
|
||||||||||||
Less: Net income attributable to non-controlling interests of One Water Marine Holdings, LLC
|
(26,255
|
)
|
(26,732
|
)
|
||||||||||||
Net income attributable to OneWater Marine Inc
|
$
|
14,367
|
$
|
15,452
|
||||||||||||
Earnings per share of Class A common stock – basic (1)
|
$
|
2.36
|
$
|
2.54
|
||||||||||||
Earnings per share of Class A common stock – diluted (1)
|
$
|
2.36
|
$
|
2.54
|
||||||||||||
Basic weighted-average shares of Class A common stock outstanding (1)
|
6,088
|
6,088
|
||||||||||||||
Diluted weighted-average shares of Class A common stock outstanding (1)
|
6,097
|
6,093
|
(1) |
Represents earnings per share of Class A common stock and weighted-average shares of Class A common stock outstanding for the period from February 11, 2020 through June 30, 2020, the period following the Organizational Transactions (as
defined below) and OneWater Marine Inc.’s initial public offering. See Note 9.
|
Nine Months Ended June 30, 2020 |
Stockholders’ and Members’ Equity | |||||||||||||||||||||||||||||||||||||||
Class A Common Stock
|
Class B Common Stock
|
|||||||||||||||||||||||||||||||||||||||
Redeemable
Preferred
Interest in
Subsidiary
|
Members’
Equity
|
Shares
|
Amount
|
Shares
|
Amount
|
Additional
Paid-in
Capital
|
Retained
Earnings
|
Non-
controlling
Interest
|
Total
Stockholders’
and Members’
Equity
|
|||||||||||||||||||||||||||||||
Balance at September 30, 2019
|
$
|
86,018
|
$
|
31,770
|
-
|
$
|
-
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
6,199
|
$
|
37,969
|
||||||||||||||||||||||
Net (loss) income
|
-
|
(1,314
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
247
|
(1,067
|
)
|
||||||||||||||||||||||||||||
Distributions to members
|
(1,310
|
)
|
(189
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
(732
|
)
|
(921
|
)
|
||||||||||||||||||||||||||
Accumulated unpaid preferred returns
|
2,183
|
(2,183
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,183
|
)
|
||||||||||||||||||||||||||||
Accretion of redeemable preferred and issuance costs
|
162
|
(162
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(162
|
)
|
||||||||||||||||||||||||||||
Equity-based compensation
|
-
|
39
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
39
|
||||||||||||||||||||||||||||||
Balance at December 31, 2019
|
87,053
|
27,961
|
-
|
-
|
-
|
-
|
-
|
-
|
5,714
|
33,675
|
||||||||||||||||||||||||||||||
Net (loss) income prior to organizational transactions
|
-
|
(81
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
103
|
22
|
|||||||||||||||||||||||||||||
Distributions to members prior to organizational transactions
|
-
|
(120
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
(1
|
)
|
(121
|
)
|
|||||||||||||||||||||||||||
Accumulated unpaid preferred returns prior to organizational transactions
|
1,004
|
(1,004
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,004
|
)
|
||||||||||||||||||||||||||||
Accretion of redeemable preferred and issuance costs prior to organizational transactions
|
74
|
(74
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(74
|
)
|
||||||||||||||||||||||||||||
Equity-based compensation prior to organizational transactions
|
-
|
616
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
616
|
||||||||||||||||||||||||||||||
Effect of organizational transactions
|
(88,131
|
)
|
(27,298
|
)
|
6,088
|
61
|
8,462
|
85
|
56,567
|
-
|
73,018
|
102,433
|
||||||||||||||||||||||||||||
Equity-based compensation subsequent to organizational transactions
|
-
|
-
|
-
|
-
|
-
|
-
|
163
|
-
|
-
|
163
|
||||||||||||||||||||||||||||||
Net income subsequent to organizational transactions
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,085
|
1,872
|
2,957
|
||||||||||||||||||||||||||||||
Balance at March 31, 2020
|
-
|
-
|
6,088
|
61
|
8,462
|
85
|
56,730
|
1,085
|
80,706
|
138,667
|
||||||||||||||||||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
14,367
|
26,255
|
40,622
|
||||||||||||||||||||||||||||||
Distributions
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(7,412
|
)
|
(7,412
|
)
|
||||||||||||||||||||||||||||
Effect of organizational transactions
|
-
|
-
|
-
|
-
|
-
|
-
|
(827
|
)
|
-
|
-
|
(827
|
)
|
||||||||||||||||||||||||||||
Equity-based compensation
|
-
|
-
|
-
|
-
|
-
|
-
|
780
|
-
|
-
|
780
|
||||||||||||||||||||||||||||||
Balance at June 30, 2020
|
$
|
-
|
$
|
-
|
6,088
|
$
|
61
|
8,462
|
$
|
85
|
$
|
56,683
|
$
|
15,452
|
$
|
99,549
|
$
|
171,830
|
Nine Months Ended June 30, 2019
|
Stockholders’ and Members’ Equity | |||||||||||||||||||||||||||||||||||||||
Class A Common Stock
|
Class B Common Stock
|
|||||||||||||||||||||||||||||||||||||||
Redeemable
Preferred
Interest in
Subsidiary
|
Members’
Equity
|
Shares
|
Amount
|
Shares
|
Amount
|
Additional
Paid-in
Capital
|
Retained
Earnings
|
Non-
controlling
Interest
|
Total
Stockholders’
and Members’
Equity
|
|||||||||||||||||||||||||||||||
Balance at September 30, 2018
|
$
|
79,965
|
$
|
15,963
|
-
|
$
|
-
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
5,093
|
$
|
21,056
|
||||||||||||||||||||||
Net income
|
-
|
2,234
|
-
|
-
|
-
|
-
|
-
|
-
|
276
|
2,510
|
||||||||||||||||||||||||||||||
Distributions to members
|
(823
|
)
|
(126
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
(500
|
)
|
(626
|
)
|
||||||||||||||||||||||||||
Accumulated unpaid preferred returns
|
2,057
|
(2,057
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,057
|
)
|
||||||||||||||||||||||||||||
Accretion of redeemable preferred and issuance costs
|
157
|
(157
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(157
|
)
|
||||||||||||||||||||||||||||
Equity based compensation
|
-
|
39
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
39
|
||||||||||||||||||||||||||||||
Balance at December 31, 2018
|
81,356
|
15,896
|
-
|
-
|
-
|
-
|
-
|
-
|
4,869
|
20,765
|
||||||||||||||||||||||||||||||
Net (loss) income
|
-
|
(3,221
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
270
|
(2,951
|
)
|
||||||||||||||||||||||||||||
Distributions to members
|
-
|
(1,099
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,099
|
)
|
||||||||||||||||||||||||||||
Accumulated unpaid preferred returns
|
2,108
|
(2,108
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,108
|
)
|
||||||||||||||||||||||||||||
Accretion of redeemable preferred and issuance costs
|
156
|
(156
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(156
|
)
|
||||||||||||||||||||||||||||
Equity-based compensation
|
-
|
38
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
38
|
||||||||||||||||||||||||||||||
Balance at March 31, 2019
|
$
|
83,620
|
$
|
9,350
|
-
|
$
|
-
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
5,139
|
$
|
14,489
|
||||||||||||||||||||||
Net income
|
-
|
31,908
|
-
|
-
|
-
|
-
|
-
|
-
|
772
|
32,680
|
||||||||||||||||||||||||||||||
Distributions to members
|
(1,708
|
)
|
(8,162
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(8,162
|
)
|
|||||||||||||||||||||||||||
Accumulated unpaid preferred returns
|
2,161
|
(2,161
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,161
|
)
|
||||||||||||||||||||||||||||
Accretion of redeemable preferred and issuance costs
|
157
|
(157
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(157
|
)
|
||||||||||||||||||||||||||||
Equity based compensation
|
-
|
39
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
39
|
||||||||||||||||||||||||||||||
Balance at June 30, 2019
|
$
|
84,230
|
$
|
30,817
|
-
|
$
|
-
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
5,911
|
$
|
36,728
|
For the Nine Months Ended June 30
|
2020
|
2019
|
||||||
Cash flows from operating activities
|
||||||||
Net income
|
$
|
42,534
|
$
|
32,239
|
||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
||||||||
Depreciation and amortization
|
2,375
|
1,883
|
||||||
Equity-based awards
|
1,598
|
116
|
||||||
Loss on asset disposals
|
60
|
47
|
||||||
Change in fair value of long-term warrant liability
|
(771
|
)
|
(2,773
|
)
|
||||
Non-cash interest expense
|
6,178
|
2,404
|
||||||
Non-cash gain on settlement of contingent consideration
|
-
|
(1,674
|
)
|
|||||
(Increase) decrease in assets:
|
||||||||
Accounts receivable
|
(42,145
|
)
|
(19,939
|
)
|
||||
Inventories
|
106,038
|
(43,191
|
)
|
|||||
Prepaid expenses and other current assets
|
(3,557
|
)
|
(987
|
)
|
||||
Deposits
|
(11
|
)
|
15
|
|||||
Increase (decrease) in liabilities:
|
||||||||
Accounts payable
|
19,608
|
4,921
|
||||||
Other payables and accrued expenses
|
12,718
|
4,014
|
||||||
Customer deposits
|
7,971
|
(99
|
)
|
|||||
Net cash provided by (used in) operating activities
|
152,596
|
(23,024
|
)
|
|||||
Cash flows from investing activities
|
||||||||
Purchases of property and equipment and construction in progress
|
(3,923
|
)
|
(5,913
|
)
|
||||
Proceeds from disposal of property and equipment
|
1,616
|
70
|
||||||
Cash used in acquisitions
|
-
|
(2,146
|
)
|
|||||
Net cash used in investing activities
|
(2,307
|
)
|
(7,989
|
)
|
||||
Cash flows from financing activities
|
||||||||
Net (payments) borrowings from floor plan
|
(49,316
|
)
|
49,263
|
|||||
Proceeds from long-term debt
|
49,307
|
12,070
|
||||||
Payments on long-term debt
|
(19,380
|
)
|
(7,022
|
)
|
||||
Payments of debt issuance costs
|
(1,762
|
)
|
(203
|
)
|
||||
Payments of offering costs
|
(5,217
|
)
|
-
|
|||||
Payment of acquisition contingent consideration
|
(1,457
|
)
|
-
|
|||||
Distributions to redeemable preferred interest members and redemption of redeemable preferred interest
|
(90,503
|
)
|
(2,531
|
)
|
||||
Proceeds from issuance of Class A common stock sold in initial public offering, net of underwriting discounts and commissions
|
59,234
|
|||||||
Distributions to members
|
(11,618
|
)
|
(9,887
|
)
|
||||
Net cash (used in) provided by financing activities
|
(70,712
|
)
|
41,690
|
|||||
Net change in cash
|
79,577
|
10,677
|
||||||
Cash and restricted cash at beginning of period
|
11,492
|
15,757
|
||||||
Cash and restricted cash at end of period
|
$
|
91,069
|
$
|
26,434
|
||||
Supplemental cash flow disclosures
|
||||||||
Cash paid for interest
|
$
|
8,696
|
$
|
8,717
|
||||
Noncash items
|
||||||||
Acquisition purchase price funded by long-term debt
|
$
|
-
|
$
|
18,800
|
||||
Acquisition purchase price funded by seller notes payable
|
-
|
8,274
|
||||||
Purchase of property and equipment funded by long-term debt
|
1,046
|
1,040
|
1. |
Description of Company and Basis of Presentation
|
• |
OneWater LLC amended and restated its limited liability company agreement (the “Limited Liability Company Agreement”) to, among other things, provide for a single class of common units representing ownership interests in OneWater LLC and
provide a mechanism pursuant to which holders of OneWater LLC Units (“LLC Unitholders”) may exchange LLC Units, together with an equal number of shares of Class B common stock, par value $0.01 per share (the “Class B common stock”), of
OneWater Inc, for shares of Class A common stock of OneWater Inc on a one-for-one basis or, at OneWater LLC’s election, cash;
|
• |
OneWater Inc amended and restated its certificate of incorporation and bylaws to, among other things, authorize (i) 40,000,000 shares of Class A common stock, par value $0.01 per share, (ii) 10,000,000 shares of Class B common stock, par
value $0.01 per share, and (iii) 1,000,000 shares of Preferred stock, par value $0.01 per share (the “Preferred stock”). Shares of Class A common stock have one vote per share and have economic rights. Shares of Class B common stock have no
economic rights, but have one vote per share;
|
• |
Legacy Owners (references made herein to “Legacy Owners” refer to the owners of OneWater LLC as they existed immediately prior to OneWater Inc’s public offering) exchanged their existing membership interests in OneWater LLC for LLC Units;
|
• |
Certain Legacy Owners contributed, directly or indirectly, their OneWater LLC Units to OneWater Inc in exchange for 780,213 shares of Class A common stock;
|
• |
OneWater Inc entered into a tax receivable agreement (the “Tax Receivable Agreement”) with certain of the Legacy Owners that will continue to be LLC Unitholders. See Note 11 for additional details regarding the Tax Receivable Agreement;
and
|
• |
In connection with the Offering, the Board of Directors of OneWater Inc (the “Board”) adopted a long-term incentive plan (the “LTIP”) to incentivize individuals providing services to OneWater Inc and its subsidiaries and affiliates. The
total number of shares reserved for issuance under the LTIP that may be issued pursuant to incentive stock options (which generally are stock options that meet the requirements of Section 422 of the Internal Revenue Code (the “Code”)) is
1,385,799. The LTIP is administered by the Board, except to the extent the Board elects a committee of directors to administer the LTIP.
|
2. |
Summary of Significant Accounting Policies
|
($ in thousands)
|
Three
Months
Ended
June 30,
2020
|
Nine
Months
Ended
June 30,
2020
|
||||||
Beginning contract liability
|
$
|
13,471
|
$
|
4,880
|
||||
Revenue recognized from contract liabilities included in the beginning balance
|
(10,578
|
)
|
(4,807
|
)
|
||||
Increases due to cash received, net of amounts recognized in revenue during the period
|
9,958
|
12,778
|
||||||
Ending contract liability
|
$
|
12,851
|
$
|
12,851
|
Three
Months
Ended
June 30,
2020
|
Nine
Months
Ended
June 30,
2020
|
|||||||
Goods and services transferred at a point in time
|
98.0
|
%
|
97.1
|
%
|
||||
Goods and services transferred over time
|
2.0
|
%
|
2.9
|
%
|
||||
Total Revenue
|
100.0
|
%
|
100.0
|
%
|
3. |
New Accounting Pronouncements
|
4. |
Acquisitions
|
($ in thousands)
|
Three
Months
ended
June 30, 2019
|
Nine
Months
Ended
June 30,
2019
|
||||||
Prepaid expenses
|
$
|
38
|
$
|
164
|
||||
Accounts receivable
|
101
|
236
|
||||||
Inventory
|
4,406
|
31,701
|
||||||
Property and equipment
|
7,000
|
7,037
|
||||||
Identifiable intangible assets
|
1,860
|
9,852
|
||||||
Goodwill
|
1,860
|
9,947
|
||||||
Liabilities assumed
|
(4,932
|
)
|
(29,717
|
)
|
||||
Total purchase price
|
$
|
10,333
|
$
|
29,220
|
5. |
Inventories
|
($ in thousands)
|
June 30, 2020
|
September
30, 2019
|
||||||
New vessels
|
$
|
135,229
|
$
|
234,312
|
||||
Pre-owned vessels
|
26,956
|
33,729
|
||||||
Work in process, parts and accessories
|
9,115
|
9,297
|
||||||
$
|
171,300
|
$
|
277,338
|
6. |
Goodwill and Other Identifiable Intangible Assets
|
7. |
Notes Payable — Floor Plan
|
8. |
Long-term Debt and Line of Credit
|
($ in thousands)
|
June 30, 2020
|
September 30,
2019
|
||||||
Multi-draw term note payable to Goldman Sachs Specialty Lending Group, L.P., secured and bearing interest at 10.0% at June 30, 2020 and September 30, 2019. The
note requires quarterly principal payments of 1.25% of the aggregate principal balance commencing on March 31,2022 and maturing with a full repayment of the remaining balance on February 11, 2025
|
$
|
104,144
|
$
|
58,000
|
||||
Revolving note payable for an amount up to $10.0 million to Goldman Sachs Specialty Lending Group, L.P
|
-
|
-
|
||||||
Note payable to Rambo Marine, Inc., unsecured and bearing interest at 7.5% per annum. The note requires annual interest payments, with a balloon payment of principal
due on July 1, 2020
|
3,133
|
3,133
|
||||||
Note payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 0.0% to 8.9% per annum. The note requires
monthly installment payments of principal and interest ranging from $100 to $5,600 through May 2026
|
2,511
|
2,371
|
||||||
Note payable to Central Marine Services, Inc., unsecured and bearing interest at 5.5% per annum. The note requires monthly interest payments, with a balloon payment
of principal due on February 1, 2022
|
2,164
|
2,164
|
||||||
Note payable to Ocean Blue Yacht Sales, unsecured and bearing interest at 5.0% per annum. The note requires quarterly interest payments, with a balloon payment of
principal due on February 1, 2022
|
1,920
|
1,920
|
||||||
Note payable to Lab Marine, Inc., unsecured and bearing interest at 6.0% per annum. The note requires annual interest payments, with a balloon payment of principal
due on March 1, 2021
|
1,500
|
1,500
|
||||||
Note payable to Slalom Shop, LLC, unsecured and bearing interest at 5.0% per annum. The note requires quarterly interest payments, with a balloon payment of principal
due on December 1, 2021
|
1,271
|
1,271
|
||||||
Note payable to Bosun’s Marine, Inc., unsecured and bearing interest at 4.5% per annum. The note requires annual interest payments with a balloon payment due on June
1, 2021
|
1,227
|
1,227
|
||||||
Note payable to Rebo, Inc., unsecured and bearing interest at 5.5% per annum. The note requires annual interest payments with a balloon payment due on April 1, 2021
|
1,000
|
1,000
|
||||||
Note payable to Texas Marine, Inc., unsecured and bearing interest at 4.5% per annum. The note requires annual interest payments, with a balloon payment of principal
due on August 1, 2020
|
815
|
815
|
||||||
Note payable to Marina Mikes, LLC, unsecured and bearing interest at 5.0% per annum. The note was repaid in full
|
-
|
2,125
|
||||||
Note payable to Sunrise Marine, Inc. and Sunrise Marine of Alabama, Inc., unsecured and bearing interest at 6.0% per annum. The note was repaid in full
|
-
|
1,400
|
||||||
119,685
|
76,926
|
|||||||
Less current portion
|
(8,435
|
)
|
(11,124
|
)
|
||||
Less unamortized portion of debt issuance costs
|
(2,470
|
)
|
(1,013
|
)
|
||||
$
|
108,780
|
$
|
64,789
|
9. |
Stockholders’ and Members’ Equity
|
Restricted Stock Unit Awards
|
||||||||
Number of
Shares
|
Weighted Average
Grant Date Fair
Value ($)
|
|||||||
Issued on February 11, 2020
|
44,666
|
$
|
14.61
|
|||||
Awarded
|
204,500
|
16.01
|
||||||
Vested
|
-
|
-
|
||||||
Forfeited
|
-
|
-
|
||||||
Unvested at March 31, 2020
|
249,166
|
$
|
15.76
|
|||||
Awarded
|
2,227
|
12.57
|
||||||
Vested
|
-
|
-
|
||||||
Forfeited
|
-
|
-
|
||||||
Unvested at June 30, 2020
|
251,393
|
15.73
|
Earnings per share:
|
Three Months
Ended June
30, 2020
|
Nine Months
Ended June
30, 2020
|
||||||
Numerator:
|
||||||||
Net income attributable to OneWater Inc
|
$
|
14,367
|
$
|
15,452
|
||||
Denominator:
|
||||||||
Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share
|
6,088
|
6,088
|
||||||
Effect of dilutive securities:
|
||||||||
Restricted stock units
|
9
|
5
|
||||||
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net income per share
|
6,097
|
6,093
|
||||||
Earnings per share of Class A common stock – basic
|
$
|
2.36
|
$
|
2.54
|
||||
Earnings per share of Class A common stock – diluted
|
$
|
2.36
|
$
|
2.54
|
Three Months
Ended
|
Nine Months
Ended
|
|||||||
June 30, 2020
|
June 30, 2020
|
|||||||
Class B common stock
|
8,462
|
8,462
|
||||||
Restricted stock units
|
292
|
235
|
||||||
8,754
|
8,697
|
10. |
Redeemable Preferred Interest in Subsidiary
|
11. |
Income Taxes
|
12. |
Contingencies and Commitments
|
13. |
Related Party Transactions
|
14. |
Subsequent events
|
Item 2. |
• |
Effective December 1, 2018, OneWater LLC acquired substantially all of the assets of The Slalom Shop, LLC, a dealer group based in Texas with two stores.
|
• |
Effective February 1, 2019, OneWater LLC acquired substantially all of the assets of Ray Clepper, Inc., d/b/a Ray Clepper Boat Center, a dealer group based in South Carolina with one store.
|
• |
Effective February 1, 2019, OneWater LLC acquired substantially all of the assets of Ocean Blue Yacht Sales, LLC, a dealer group based in Florida with three stores.
|
• |
Effective May 1, 2019, OneWater LLC acquired substantially all of the assets of Caribee Boat Sales and Marina, Inc., a dealer group based in Florida with one store.
|
• |
Effective August 1, 2019, OneWater LLC acquired substantially all of the assets of Central Marine, a dealer group based in Florida with three stores.
|
• |
OneWater Inc is subject to U.S. federal, state and local income taxes as a corporation. Our accounting predecessor, OneWater LLC, was and is treated as a partnership for U.S. federal income tax purposes, and as
such, was generally not subject to U.S. federal income tax at the entity level. Rather, the tax liability with respect to its taxable income is passed through to its members. Accordingly, the financial data attributable to our predecessor
contains no provision for U.S. federal income taxes or income taxes in any state or locality. We currently estimate that OneWater Inc will be subject to U.S. federal, state and local taxes at a blended statutory rate of 24.6% of pre-tax
earnings for periods after the Offering.
|
• |
As of September 30, 2019, the outstanding balance of the preferred units in One Water Assets & Operations, LLC (“OWAO”) held by Goldman and Beekman in the aggregate was $87.3 million, exclusive of $1.3
million in issuance costs. In connection with the Offering, we used the net proceeds therefrom, together with cash on hand and borrowings under the Amended and Restated Credit and Guaranty Agreement (the “Term and Revolver Credit
Facility”) by and among OneWater Inc, OneWater LLC and its subsidiaries, with Goldman Sachs Specialty Lending Group, L.P., to fully redeem these preferred units, which eliminates the amount recorded as Redeemable
Preferred Interest in Subsidiary in our balance sheet and also eliminates any future dividends related to the preferred units for all periods after the Offering.
|
• |
As of September 30, 2019, Goldman and Beekman held the LLC Warrants, which contained conversion features that caused them to be accounted for as a liability on our balance sheet. Changes in this liability were
recognized as income or expense on our statements of operations and increased or reduced our net income in historical periods. In connection with the Offering, Goldman and Beekman exercised all of the LLC Warrants for common units of OneWater
LLC. Giving effect to the Offering and the exercise of the LLC Warrants for common units of OneWater LLC held by Goldman and Beekman, we have eliminated the fair value adjustment for the LLC Warrants for all periods after the Offering, which
eliminates the corresponding impact on our statements of operations.
|
• |
As we further implement controls, processes and infrastructure applicable to companies with publicly traded equity securities, it is likely that we will incur additional SG&A expenses relative to historical
periods. See ‘‘—Post-Offering Taxation and Public Company Costs.’’
|
|
For the three months
ended June 30, 2020
|
For the three months
ended June 30, 2019
|
||||||||||||||||||||||
|
Amount
|
% of Revenue
|
Amount
|
% of Revenue
|
$ Change
|
% Change
|
||||||||||||||||||
|
($ in thousands)
|
|||||||||||||||||||||||
Revenues
|
||||||||||||||||||||||||
New boat sales
|
$
|
286,984
|
70.3
|
%
|
$
|
180,668
|
65.7
|
%
|
$
|
106,316
|
58.8
|
%
|
||||||||||||
Pre-owned boat sales
|
85,907
|
21.0
|
%
|
66,114
|
24.1
|
%
|
19,793
|
29.9
|
%
|
|||||||||||||||
Finance & insurance income
|
16,639
|
4.1
|
%
|
10,007
|
3.6
|
%
|
6,632
|
66.3
|
%
|
|||||||||||||||
Service, parts and other sales
|
18,743
|
4.6
|
%
|
18,035
|
6.6
|
%
|
708
|
3.9
|
%
|
|||||||||||||||
Total revenues
|
408,273
|
100.0
|
%
|
274,824
|
100.0
|
%
|
133,449
|
48.6
|
%
|
|||||||||||||||
|
||||||||||||||||||||||||
Gross Profit
|
||||||||||||||||||||||||
New boat gross profit
|
53,607
|
13.1
|
%
|
32,441
|
11.8
|
%
|
21,166
|
65.2
|
%
|
|||||||||||||||
Pre-owned boat gross profit
|
15,041
|
3.7
|
%
|
10,637
|
3.9
|
%
|
4,404
|
41.4
|
%
|
|||||||||||||||
Finance & insurance gross profit
|
16,639
|
4.1
|
%
|
10,007
|
3.6
|
%
|
6,632
|
66.3
|
%
|
|||||||||||||||
Service, parts & other gross profit
|
9,398
|
2.3
|
%
|
9,646
|
3.5
|
%
|
(248
|
)
|
-2.6
|
%
|
||||||||||||||
Total gross profit
|
94,685
|
23.2
|
%
|
62,731
|
22.8
|
%
|
31,954
|
50.9
|
%
|
|||||||||||||||
|
||||||||||||||||||||||||
Selling, general and administrative expenses
|
43,152
|
10.6
|
%
|
34,713
|
12.6
|
%
|
8,439
|
24.3
|
%
|
|||||||||||||||
Depreciation and amortization
|
824
|
0.2
|
%
|
691
|
0.3
|
%
|
133
|
19.2
|
%
|
|||||||||||||||
Transaction costs
|
31
|
0.0
|
%
|
419
|
0.2
|
%
|
(388
|
)
|
-92.6
|
%
|
||||||||||||||
Gain on settlement of contingent consideration
|
-
|
0.0
|
%
|
(19
|
)
|
0.0
|
%
|
19
|
-100.0
|
%
|
||||||||||||||
|
||||||||||||||||||||||||
Income from operations
|
50,678
|
12.4
|
%
|
26,927
|
9.8
|
%
|
23,751
|
88.2
|
%
|
|||||||||||||||
|
||||||||||||||||||||||||
Interest expense - floor plan
|
2,298
|
0.6
|
%
|
2,734
|
1.0
|
%
|
(436
|
)
|
-15.9
|
%
|
||||||||||||||
Interest expense - other
|
3,082
|
0.8
|
%
|
1,869
|
0.7
|
%
|
1,213
|
64.9
|
%
|
|||||||||||||||
Change in fair value of warrant liability
|
-
|
0.0
|
%
|
(10,373
|
)
|
-3.8
|
%
|
10,373
|
-100.0
|
%
|
||||||||||||||
Other (income) expense, net
|
(61
|
)
|
0.0
|
%
|
17
|
0.0
|
%
|
(78
|
)
|
-458.8
|
%
|
|||||||||||||
Income before income tax expense
|
45,359
|
11.1
|
%
|
32,680
|
11.9
|
%
|
12,679
|
38.8
|
%
|
|||||||||||||||
Income tax expense
|
4,737
|
1.2
|
%
|
-
|
0.0
|
%
|
4,737
|
100.0
|
%
|
|||||||||||||||
Net income
|
40,622
|
9.9
|
%
|
32,680
|
11.9
|
%
|
7,942
|
24.3
|
%
|
|||||||||||||||
Less: Net income attributable to non-controlling interest
|
-
|
(772
|
)
|
772
|
-100.0
|
%
|
||||||||||||||||||
Net income attributable to One Water Marine Holdings, LLC
|
$
|
31,908
|
||||||||||||||||||||||
Less: Net income attributable to non-controlling interests of One Water Marine Holdings, LLC
|
(26,255
|
)
|
||||||||||||||||||||||
Net income attributable to One Water Marine Inc.
|
$
|
14,367
|
For the nine months
ended June 30, 2020
|
For the nine months
ended June 30, 2019
|
|||||||||||||||||||||||
Amount
|
% of Revenue
|
Amount
|
% of Revenue
|
$ Change
|
% Change
|
|||||||||||||||||||
|
($ in thousands)
|
|||||||||||||||||||||||
Revenues
|
||||||||||||||||||||||||
New boat sales
|
$
|
512,999
|
68.2
|
%
|
$
|
375,160
|
67.1
|
%
|
$
|
137,839
|
36.7
|
%
|
||||||||||||
Pre-owned boat sales
|
166,720
|
22.2
|
%
|
122,043
|
21.8
|
%
|
44,677
|
36.6
|
%
|
|||||||||||||||
Finance & insurance income
|
29,047
|
3.9
|
%
|
18,525
|
3.3
|
%
|
10,522
|
56.8
|
%
|
|||||||||||||||
Service, parts and other sales
|
43,168
|
5.7
|
%
|
43,144
|
7.7
|
%
|
24
|
0.1
|
%
|
|||||||||||||||
Total revenues
|
751,934
|
100.0
|
%
|
558,872
|
100.0
|
%
|
193,062
|
34.5
|
%
|
|||||||||||||||
Gross Profit
|
||||||||||||||||||||||||
New boat gross profit
|
94,233
|
12.5
|
%
|
66,831
|
12.0
|
%
|
27,402
|
41.0
|
%
|
|||||||||||||||
Pre-owned boat gross profit
|
27,825
|
3.7
|
%
|
19,847
|
3.6
|
%
|
7,978
|
40.2
|
%
|
|||||||||||||||
Finance & insurance gross profit
|
29,047
|
3.9
|
%
|
18,525
|
3.3
|
%
|
10,522
|
56.8
|
%
|
|||||||||||||||
Service, parts & other gross profit
|
20,353
|
2.7
|
%
|
20,571
|
3.7
|
%
|
(218
|
)
|
-1.1
|
%
|
||||||||||||||
Total gross profit
|
171,458
|
22.8
|
%
|
125,774
|
22.5
|
%
|
45,684
|
36.3
|
%
|
|||||||||||||||
Selling, general and administrative expenses
|
103,738
|
13.8
|
%
|
83,890
|
15.0
|
%
|
19,848
|
23.7
|
%
|
|||||||||||||||
Depreciation and amortization
|
2,375
|
0.3
|
%
|
1,883
|
0.3
|
%
|
492
|
26.1
|
%
|
|||||||||||||||
Transaction costs
|
3,393
|
0.5
|
%
|
1,161
|
0.2
|
%
|
2,232
|
192.2
|
%
|
|||||||||||||||
Gain on settlement of contingent consideration
|
-
|
0.0
|
%
|
(1,674
|
)
|
-0.3
|
%
|
1,674
|
-100.0
|
%
|
||||||||||||||
Income from operations
|
61,952
|
8.2
|
%
|
40,514
|
7.2
|
%
|
21,438
|
52.9
|
%
|
|||||||||||||||
Interest expense - floor plan
|
7,482
|
1.0
|
%
|
6,730
|
1.2
|
%
|
752
|
11.2
|
%
|
|||||||||||||||
Interest expense - other
|
7,392
|
1.0
|
%
|
4,391
|
0.8
|
%
|
3,001
|
68.3
|
%
|
|||||||||||||||
Change in fair value of warrant liability
|
(771
|
)
|
-0.1
|
%
|
(2,773
|
)
|
-0.5
|
%
|
2,002
|
-72.2
|
%
|
|||||||||||||
Other expense (income), net
|
106
|
0.0
|
%
|
(73
|
)
|
0.0
|
%
|
179
|
-245.2
|
%
|
||||||||||||||
Income before income tax expense
|
47,743
|
6.3
|
%
|
32,239
|
5.8
|
%
|
15,504
|
48.1
|
%
|
|||||||||||||||
Income tax expense
|
5,209
|
0.7
|
%
|
-
|
0.0
|
%
|
5,209
|
100.0
|
%
|
|||||||||||||||
Net income
|
42,534
|
5.7
|
%
|
32,239
|
5.8
|
%
|
10,295
|
31.9
|
%
|
|||||||||||||||
Less: Net income attributable to non-controlling interest
|
(350
|
)
|
(1,318
|
)
|
968
|
-73.4
|
%
|
|||||||||||||||||
Net income attributable to One Water Marine Holdings, LLC
|
$
|
30,921
|
||||||||||||||||||||||
Less: Net income attributable to non-controlling interests of One Water Marine Holdings, LLC
|
(26,732
|
)
|
||||||||||||||||||||||
Net income attributable to One Water Marine Inc.
|
$
|
15,452
|
Three months ended June 30
|
||||||||
Description
|
2020
|
2019
|
||||||
($ in thousands)
|
||||||||
Net income
|
$
|
40,622
|
$
|
32,680
|
||||
Interest expense – other
|
3,082
|
1,869
|
||||||
Income taxes
|
4,737
|
-
|
||||||
Depreciation and amortization
|
824
|
691
|
||||||
Gain on settlement of contingent consideration
|
-
|
(19
|
)
|
|||||
Transaction costs (1)
|
31
|
419
|
||||||
Change in fair value of warrant liability (2)
|
-
|
(10,373
|
)
|
|||||
Other (income) expense, net
|
(61
|
)
|
17
|
|||||
Adjusted EBITDA
|
$
|
49,235
|
$
|
25,284
|
(1) |
Consists of transaction costs related to the fiscal year 2019 Acquisitions and costs related to the Offering.
|
(2) |
Represents the non-cash expense recognized during the period for the change in the fair value of the LLC Warrants, which were accounted for as a liability on our balance sheets.
|
Nine months ended June 30
|
||||||||
Description
|
2020
|
2019
|
||||||
($ in thousands)
|
||||||||
Net income
|
$
|
42,534
|
$
|
32,239
|
||||
Interest expense – other
|
7,392
|
4,391
|
||||||
Income taxes
|
5,209
|
-
|
||||||
Depreciation and amortization
|
2,375
|
1,883
|
||||||
Gain on settlement of contingent consideration
|
-
|
(1,674
|
)
|
|||||
Transaction costs (1)
|
3,393
|
1,161
|
||||||
Change in fair value of warrant liability (2)
|
(771
|
)
|
(2,773
|
)
|
||||
Other expense (income), net
|
106
|
(73
|
)
|
|||||
Adjusted EBITDA
|
$
|
60,238
|
$
|
35,154
|
(1) |
Consists of transaction costs related to the fiscal year 2019 Acquisitions and costs related to the Offering.
|
(2) |
Represents the non-cash expense recognized during the period for the change in the fair value of the LLC Warrants, which were accounted for as a liability on our balance sheets.
|
Nine Months ended June 30, | ||||||||||||
Description
|
2020
|
2019
|
Change
|
|||||||||
($ in thousands)
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
152,596
|
$
|
(23,024
|
)
|
$
|
175,620
|
|||||
Net cash used in investing activities
|
(2,307
|
)
|
(7,989
|
)
|
5,682
|
|||||||
Net cash (used in) provided by financing activities
|
(70,712
|
)
|
41,690
|
(112,402
|
)
|
|||||||
Net change in cash
|
$
|
79,577
|
$
|
10,677
|
$
|
68,900
|
Item 3. |
Item 4. |
Item 1. |
Item 1A. |
Item 2. |
Item 3. |
Item 4. |
Item 5. |
Exhibit No.
|
Description
|
|
Amended and Restated Certificate of Incorporation of OneWater Marine Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, File No. 001-39213, filed with the Commission on February 18, 2020).
|
||
Amended and Restated Bylaws of OneWater Marine Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, File No. 001-39213, filed with the Commission on February 18, 2020).
|
||
Registration Rights Agreement, dated as of February 11, 2020, by and among OneWater Marine Inc. and the stockholders named therein (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, File No.
001-39213, filed with the Commission on February 18, 2020).
|
||
Promissory Note, dated as of April 20, 2020, by and between One Water Assets & Operations, LLC and Hancock Whitney Bank (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K, File No. 001-39213, filed with the Commission on April 29, 2020).
|
||
Promissory Note, dated as of April 20, 2020, by and between Bosun’s Assets & Operations, LLC and Hancock Whitney Bank (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form
8-K, File No. 001-39213, filed with the Commission on April 29, 2020).
|
||
Promissory Note, dated as of April 21, 2020, by and between Midwest Assets & Operations, LLC and Hancock Whitney Bank (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form
8-K, File No. 001-39213, filed with the Commission on April 29, 2020).
|
||
Promissory Note, dated as of April 22, 2020, by and between Singleton Assets & Operations, LLC and Hancock Whitney Bank (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form
8-K, File No. 001-39213, filed with the Commission on April 29, 2020).
|
||
Promissory Note, dated as of April 22, 2020, by and between Legendary Assets & Operations, LLC and Hancock Whitney Bank (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form
8-K, File No. 001-39213, filed with the Commission on April 29, 2020).
|
||
Promissory Note, dated as of April 22, 2020, by and between South Shore Lake Erie Assets & Operations, LLC and Hancock Whitney Bank (incorporated by reference to Exhibit 10.6 to the Registrant’s Current
Report on Form 8-K, File No. 001-39213, filed with the Commission on April 29, 2020).
|
||
Promissory Note, dated as of April 22, 2020, by and between South Florida Assets & Operation, LLC and Hancock Whitney Bank (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on
Form 8-K, File No. 001-39213, filed with the Commission on April 29, 2020).
|
10.8¥
|
Credit Agreement, dated as of July 22, 2020, by and among One Water Assets & Operations, LLC, One Water Marine Holdings, LLC, OneWater Marine Inc., the other Guarantors from time to time party thereto, the
Lenders from time to time party thereto, Truist Bank, SunTrust Robinson Humphrey, Inc. and Synovus Bank (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No. 001-39213, filed with the Commission
on July 23, 2020).
|
|
First Amendment to Sixth Amended and Restated Inventory Financing Agreement, dated as of July 22, 2020, between Wells Fargo Commercial Distribution Finance, LLC as Agent for the several financial institutions
that may from time to time become party thereto and Dealers that may from time to time become party thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, File No. 001-39213, filed with the
Commission on July 23, 2020).
|
||
Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
|
||
Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
|
||
Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
|
||
Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
|
||
101.INS(a)
|
XBRL Instance Document.
|
|
101.SCH(a)
|
XBRL Schema Document.
|
|
101.CAL(a)
|
XBRL Calculation Linkbase Document.
|
|
101.DEF(a)
|
XBRL Definition Linkbase Document.
|
|
101.LAB(a)
|
XBRL Labels Linkbase Document.
|
|
101.PRE(a)
|
XBRL Presentation Linkbase Document.
|
* |
Filed herewith.
|
** |
Furnished herewith.
|
¥ |
Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission on request.
|
ONEWATER MARINE INC.
|
||
(Registrant)
|
||
By:
|
/s/ Philip Austin Singleton, Jr.
|
|
Philip Austin Singleton, Jr.
|
||
Chief Executive Officer
|
||
By:
|
/s/ Jack Ezzell
|
|
Jack Ezzell
|
||
Chief Financial Officer
|
||
August 6, 2020
|
1. |
I have reviewed this Quarterly Report on Form 10-Q of OneWater Marine Inc. (the “registrant”) for the quarter ended June 30, 2020;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
|
c. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in
the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ Philip Austin Singleton, Jr.
|
|
Philip Austin Singleton, Jr.
|
||
Chief Executive Officer
|
||
(Principal Executive Officer)
|
1. |
I have reviewed this Quarterly Report on Form 10-Q of OneWater Marine Inc. (the “registrant”) for the quarter ended June 30, 2020;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
|
c. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in
the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated: August 6, 2020
|
By:
|
/s/ Jack Ezzell
|
Jack Ezzell
|
||
Chief Financial Officer
|
||
(Principal Financial Officer)
|
1. |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2. |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated: August 6, 2020
|
By:
|
/s/ Philip Austin Singleton, Jr.
|
Philip Austin Singleton, Jr.
|
||
Chief Executive Officer
|
||
(Principal Executive Officer)
|
1. |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2. |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated: August 6, 2020
|
By:
|
/s/ Jack Ezzell
|
Jack Ezzell
|
||
Chief Financial Officer
|
||
(Principal Financial Officer)
|