UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(D) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 4, 2021
OneWater Marine Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-39213
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83-4330138
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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6275 Lanier Islands Parkway
Buford, Georgia
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30518
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s Telephone Number, including Area Code: (678) 541-6300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A common stock, par value $0.01 per share
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ONEW
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The Nasdaq Global Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
| Item 7.01 |
Regulation FD Disclosure.
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On January 4, 2021, OneWater Marine Inc. issued a press release announcing that it has completed the acquisition of Walker Marine Group, a full-service marine retailer located in Florida. A copy of the press release is
furnished as Exhibit 99.1 to this report and is incorporated into this Item 7.01 by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and
will not be incorporated by reference into any filing under the Securities Act unless specifically identified therein as being incorporated therein by reference.
| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
Number
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Description
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Press Release issued by OneWater Marine Inc., dated January 4, 2021.*
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*
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Furnished herewith.
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2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ONEWATER MARINE INC.
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By:
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/s/ Jack Ezzell
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Name:
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Jack Ezzell
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Title:
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Chief Financial Officer
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Dated: January 4, 2021
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3
Exhibit 99.1
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OneWater Marine Inc. Completes Acquisition of Walker Marine Group
Marks the Company’s largest acquisition to date, further expanding its presence in Florida
BUFORD, GA – January 4, 2021 – OneWater Marine Inc. (NASDAQ: ONEW) (“OneWater” or “the Company”) announced today that it has completed the acquisition of Walker Marine Group,
marking the largest acquisition in the Company’s history, further expanding its presence in Florida.
Walker Marine Group has five locations in southwest Florida to serve its established and growing customer base with new and pre-owned boat sales, quality service and parts, as well as finance and insurance
services. In addition, Walker Marine Group is an authorized dealer for many premier brands, including Pursuit, Tiara Yachts, Tiara Sport, Regal, Chris Craft, Hewes, Cobia, Maverick, Pathfinder, SeaHunt and Yamaha Boats. Walker Marine Group
generated revenues in excess of $80 million over the past twelve months.
“In-line with our acquisition strategy, we continue to aggressively pursue market-leading dealerships to fold into the OneWater family, which is exemplified by the addition of Walker Marine Group. The Walker Marine
Group is an established and highly regarded dealership group that further enhances our presence in the important southwest Florida boating market,” said Austin Singleton, Chief Executive Officer of OneWater Marine. “We have a strong track record
of utilizing our scale and integration techniques to collaboratively drive operational synergies and expanded margins. The acquisition of Walker Marine is our largest transaction to date and reinforces our commitment to doubling down on strategic
growth and maximizing value for our stockholders.”
Jim Walker, owner of Walker Marine Group, said, “We are excited to be joining OneWater’s preeminent network of dealerships and working together to drive the business forward and maximize growth and profitability.
Walker Marine has a long history, deep customer relationships, extremely qualified team members and prestigious brands, which will be further enhanced by OneWater’s digital platform and best practices.”
About OneWater Marine Inc.
OneWater Marine Inc. is one of the largest and fastest-growing premium recreational boat retailers in the United States. OneWater operates 68 stores throughout 10 different states, eight of which
are in the top twenty states for marine retail expenditures. OneWater offers a broad range of products and services and has diversified revenue streams, which include the sale of new and pre-owned boats, parts and accessories, finance and
insurance products, maintenance and repair services and ancillary services such as boat storage.
Investor or Media Contact:
Jack Ezzell
Chief Financial Officer
Cautionary Statement Concerning Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including regarding our plans and expectations for Walker
Marine Group, strategy, future operations, financial position, prospects, plans and objectives of management, growth rate and our expectations regarding future revenue, operating income or loss or earnings or loss per share. In some cases, you
can identify forward-looking statements because they contain words such as “may,” “will,” “will be,” “will likely result,” “should,” “expects,” “plans,” “anticipates,” “could,” “would,” “foresees,” “intends,” “target,” “projects,” “contemplates,”
“believes,” “estimates,” “predicts,” “potential,” “outlook” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. These forward-looking statements are not
guarantees of future performance, but are based on management's current expectations, assumptions and beliefs concerning future developments and their potential effect on us, which are inherently subject to uncertainties, risks and changes in
circumstances that are difficult to predict. Our expectations expressed or implied in these forward-looking statements may not turn out to be correct.
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Important factors, some of which are beyond our control, that could cause actual results to differ materially from our historical results or those expressed or implied by these forward-looking
statements include the following: risks related to the ability to realize the anticipated benefits of the acquisition, including the possibility that the expected benefits from the acquisition will not be realized or will not be realized within
the expected time period, the risk that the businesses will not be integrated successfully, decline in demand for our products and services, the seasonality and volatility of the boat industry, our acquisition strategies, the inability to comply
with the financial and other covenants and metrics in our credit facilities, cash flow and access to capital, effects of the COVID-19 pandemic and related governmental actions or restrictions on the Company’s business, the timing of development
expenditures, and other risks. More information on these risks and other potential factors that could affect our financial results is included in our filings with the Securities and Exchange Commission, including in the “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our 2020 Form 10-K filed on December 3, 2020. Any forward-looking statement speaks only as of the date as of which such statement is made, and,
except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.