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): March 31, 2022
(Exact name of registrant as specified in its charter)
|
|
|
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
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:
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
|
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.
|
On March 31, 2022, OneWater Marine Inc., a Delaware corporation (the “Company”), issued a press release announcing authorization of the Repurchase
Program (defined below). 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 8.01 |
Other Events.
|
On March 31, 2022, the Company announced that the Board of Directors (the “Board”) of the Company authorized a share
repurchase program (the “Repurchase Program”) to allow for the repurchase of up to $50 million of outstanding shares of the Company’s Class A common stock, par value $0.01 per share.
Share repurchases under the Repurchase Program may be made at any time or from time to time, without prior notice, in the open
market or in privately negotiated transactions at prevailing market prices, or such other means as will comply with applicable state and federal securities laws and regulations, including the provisions of the Securities Exchange Act of 1934,
including Rule 10b5-1 and, to the extent practicable or advisable, Rule 10b-18 thereunder, and consistent with the Company’s contractual limitations and other requirements. The timing of the repurchases will depend on market conditions and other
considerations. The Repurchase Program does not obligate the Company to repurchase any dollar amount or number of shares, and the program may be extended, modified, suspended, or discontinued at any time. The Company does not intend to execute on the
repurchase program until after the release of fiscal 2022 second quarter financial information. For each share of Class A Common Stock the Company repurchases under the Repurchase Program, One Water Marine Holdings, LLC (“OneWater LLC”), the
Company’s direct subsidiary, will redeem one common unit of OneWater LLC held by the Company.
| Item 9.01 |
Financial Statements and Exhibits.
|
| (d) |
Exhibits.
|
|
Exhibit
Number
|
Description
|
|
|
Press Release issued by OneWater Marine Inc., dated March 31, 2022.
|
||
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
| * |
Furnished herewith.
|
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.
|
ONEWATER MARINE INC.
|
||
|
By:
|
/s/ Jack Ezzell
|
|
|
Name: Jack Ezzell
|
||
|
Title: Chief Financial Officer
|
||
|
Dated: March 31, 2022
|
||
Exhibit 99.1
 |
OneWater Marine Inc. Announces $50 Million Share Repurchase Authorization
Underscores Management and Board of Directors’ confidence in long-term value creation opportunity
BUFORD, Ga., March 31, 2022 - OneWater Marine Inc. (NASDAQ: ONEW) (“OneWater” or the “Company”) announced today that its Board of
Directors approved a share repurchase program to repurchase up to $50 million of the Company’s Class A common stock from time to time in the open market, in privately negotiated transactions, or by such other means as will comply with applicable
state and federal securities laws. This is the Company’s first authorization for repurchases since its initial public offering.
“The Board of Directors’ authorization of our inaugural share repurchase program underscores their confidence in the opportunity ahead
of OneWater,” said Austin Singleton, Chief Executive Officer for OneWater. “As part of our capital allocation strategy, we believe the Company's stock can represent an attractive investment opportunity for OneWater. In addition, we will continue to
execute our multi-faceted M&A strategy as these opportunities remain plentiful. We believe a balanced capital allocation strategy will continue to drive long-term value creation for our shareholders.”
The timing of any repurchases under the share repurchase program will depend on market conditions, contractual limitations and other
considerations. The program may be extended, modified, suspended or discontinued at any time, and does not obligate the Company to repurchase any dollar amount or number of shares. The Company does not intend to execute on the repurchase program
until after the release of fiscal 2022 second quarter financial information.
About OneWater Marine Inc.
OneWater Marine Inc. is one of the largest and fastest-growing premium marine retailers in the United States. OneWater operates a total of
75 retail locations, 9 distribution centers/warehouses and multiple online marketplaces in 16 different states, several 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, finance and insurance products, parts and accessories, maintenance, repair and other services.
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: effects of industry wide supply chain challenges and our ability to maintain adequate inventory, changes in demand for our products
and services, 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, risks related to the ability to realize the anticipated benefits of any proposed or recent acquisitions within the anticipated
timeframe or at all, including the risk that proposed or recent acquisitions will not be integrated successfully, 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, 2021, 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.