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October 8, 2019
Austin Singleton
Chief Executive Officer
OneWater Marine Inc.
6275 Lanier Islands Parkway
Buford, GA 30518
Re: OneWater Marine Inc.
Supplemental Response
Submitted October 3, 2019
Registration Statement on Form S-1
File No. 333-232639
Dear Mr. Singleton:
We have reviewed your correspondence and have the following comments. In
some of
our comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Correspondence submitted October 3, 2019 in connection with Registration
Statement on Form
S-1
Dilution, page 56
1. Please tell us how you computed net tangible book value and net tangible
book value per
share as of June 30, 2019, after giving pro forma effect to the
transactions described under
"Corporate Reorganization." Reconcile the amounts used in your
calculation to the pro
forma balance sheet as of June 30, 2019 and explain why your calculation
appropriately
considers the Redeemable Preferred interest in subsidiary.
2. Reference is made to your response to comment 6 in our letter dated July
30, 2019 that
you will reconcile the total consideration paid by legacy owners with
the pro forma
consolidated balance sheet in a future filing so that the figures are
consistent. It appears
Austin Singleton
OneWater Marine Inc.
October 8, 2019
Page 2
that the amounts still do not reconcile; therefore we reissue our
comment. In that regard,
reference is made to the second table on page 56. Please tell us how
you determined
total consideration paid by legacy owners. Please also explain how to
reconcile
total consideration to the unaudited pro forma consolidated balance
sheet as of June 30,
2019 on page 60.
Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2019, page 60
3. Please provide us with the journal entries for adjustments (2) - (7).
Please also explain
why adjustment (6) is impacting the offering adjustments column.
Finally, revise to add
footnote (2) to the equity account impacted.
Unaudited Pro Forma Consolidated Statements of Operations
For the Nine Months Ended June 30, 2019, page 62
4. Please tell us how you computed the income tax adjustments in the
offering adjustment
columns in the unaudited pro forma consolidated statements of
operations for the nine
months ended June 30, 2019 and year ended September 30, 2019. Explain
why the
adjustment is so large in comparison to the interest expense
adjustment.
5. We note your disclosure in pro forma adjustment (2) that the effective
tax rate is 24.7%.
Based on the pro forma income tax expense as adjusted for the
reorganization and the pro
forma income tax expense as adjusted for the offering for the nine
months ended June 30,
2019, the effective tax rate appears to be 21.3%. Please revise or
advise. Further, we note
that the 21.3% effective tax rate presented in the unaudited pro forma
consolidated
statements of operations for the nine months ended June 30, 2019
differs from the 24.7%
effective tax rate used in pro forma adjustment (8) on page 65. Please
revise or advise.
Please note that this comment is also applicable to your unaudited pro
forma consolidated
statements of operations for the year ended September 30, 2018.
6. Please tell us why pro forma diluted net income per Class A common
stock as disclosed
on the face of the unaudited pro forma consolidated statements of
operations differs from
what is disclosed in Note (8). In regard to the amounts in Note (8),
explain why pro
forma basic and diluted net income per Class A common stock should be
different.
7. Please tell us why the One Water LLC Historical column does not reflect
Redeemable
Preferred interest, dividend and accretion as well as One Water LLC
preferred
distributions in order to calculate net income attributable to common
interest holders. We
have the same question for the One Water Marine Holdings, LLC and
Subsidiaries
Condensed Consolidated Statements of Operations presented on page F-3 of
Amendment
No. 2 to Form S-1 filed on September 23, 2019.
FirstName LastNameAustin Singleton
Comapany NameOneWater Marine Inc.
October 8, 2019 Page 2
FirstName LastName
Austin Singleton
FirstName Marine Inc.
OneWater LastNameAustin Singleton
Comapany 2019
October 8, NameOneWater Marine Inc.
October 8, 2019 Page 3
Page 3
FirstName LastName
One Water Marine Holdings, LLC and Subsidiaries Consolidated Financial
Statements
Unaudited Pro Forma Net Loss Per Unit Attributable to Common Interest Holders,
page F-28
8. Please tell us how you computed 2,276 additional shares of common
stock would be
required to be issued to generate sufficient proceeds to fund the cash
payment of
2018 dividends in excess of 2018 net income.
General
9. We note that the proposed disclosure you have provided does not
reflect updated
executive compensation disclosure to reflect information for your
recently completed
fiscal year ending September 30, 2019. Please confirm your intent to
update this
information or tell us why you do not believe this is necessary. Refer
to response 217.11
under our Compliance and Disclosure Interpretations relating to
Regulation S-K.
You may contact Yolanda Guobadia at 202-551-3562 or Adam Phippen at
202-551-
3336 if you have questions regarding comments on the financial statements and
related
matters. Please contact Scott Anderegg at 202-551-3342 or Mara Ransom at
202-551-3264 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services