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): June 15, 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 June 15, 2021, OneWater Marine Inc. issued a press release announcing that it has reached an agreement to acquire the assets of Stone Harbor Marina, a full-service marine facility and boat dealership located in New
Jersey. 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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Exhibits.
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Exhibit
Number
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Description
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Press Release issued by OneWater Marine Inc., dated June 15, 2021.*
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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: June 15, 2021
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3
Exhibit 99.1
OneWater Marine Reaches Agreement to Acquire Stone Harbor Marina
Marks continuation of opportunistic acquisition strategy and further expands reach in northeastern U.S.
BUFORD, GA – June 15, 2021 – OneWater Marine Inc. (NASDAQ: ONEW)
(“OneWater” or “the Company”) announced today that it has reached an agreement to acquire the assets of Stone Harbor Marina (“Stone Harbor”), which will enhance the Company’s presence in the Northeastern U.S.
and expand new and pre-owned boat sales, storage, service and repair, and finance and insurance offerings. The transaction is expected to close in the fiscal fourth quarter of 2021.
With more than a 50-year history of serving New Jersey’s boaters, Stone Harbor represents Pursuit, Everglades, Crownline, and Sportsman brands, while also
offering factory trained technicians to deliver quality service for its customers. In addition, Stone Harbor maintains a large, in-water marina with wet slips, as well as rack storage. Stone Harbor generated approximately $35 million in sales over
the past twelve months, from these offerings.
“We are extremely excited to welcome Tom Russell and the Stone Harbor team into the OneWater family. The addition of Stone Harbor Marina further highlights
our winning acquisition strategy as we continue to opportunistically identify market-leading dealerships to fold into the organization,” said Austin Singleton, Chief Executive Officer for OneWater. “Tom and his team have done an incredible job with
the business over the years, and we look forward to providing new opportunities and resources to support their continued success. Stone Harbor Marina will be a perfect addition as we continue to execute on our strategy to provide the best brands and
buying experience to our customers.”
Tom Russell, Owner of Stone Harbor Marina, said, “We are thrilled to have the opportunity to join the OneWater network of dealerships. Stone Harbor has historically
maintained a premium product portfolio and has a strong reputation for delivering superior customer service. Having access to OneWater’s digital platform, finance & insurance capabilities, and best practices, I believe we can take the business
to new heights, maximizing new and existing revenue streams and overall operating efficiency. I couldn’t be more excited about this partnership and the opportunities that lie ahead for our team.”
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 69 stores throughout 10 different states, seven 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
IR@OneWaterMarine.com
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 strategy, future operations, financial position, prospects, plans and objectives of management, growth rate and its 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.
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 satisfaction of the conditions to closing the
acquisition in the anticipated timeframe or at all, risks related to the ability to realize the anticipated benefits of the acquisition, including the possibility that the expected benefits from the proposed 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, restrictions on the availability of inventory, the seasonality and volatility
of the boat industry, our acquisition and business 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 Annual Report on Form 10-K for the fiscal year ended
September 30, 2020 and in our subsequently filed Quarterly Reports on Form 10-Q, each of which is on file with the SEC and available from OneWater Marine’s website at www.onewatermarine.com under the “Investors” tab, and in other documents OneWater Marine files with the SEC. 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.