Item 5. Market for Registrant’s Common Equity
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our Class A common stock is traded on Nasdaq under the symbol “ONEW.” As of November 30, 2020, there were 10,779,119 shares of Class A common stock outstanding. There is no market for our Class B common stock. Each
share of Class B common stock has no economic rights but entitles its holders to one vote on all matters to be voted on by the shareholders generally.
Holders of Record
As of November 30, 2020, there were 11 and 14 stockholders of record of our Class A common stock and Class B common stock, respectively. In the case of our Class A common stock, the actual number of holders is greater
than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers or held by other nominees. The number of holders of record of Class A common stock also does not include
stockholders whose shares may be held in trust by other entities.
Dividends
We do not anticipate declaring or paying any cash dividends to holders of our Class A common stock in the foreseeable future. We currently intend to retain future earnings, if any, to finance the growth of our
business. Holders of our Class B common stock are not entitled to participate in any dividends declared by our board of directors. Our future dividend policy is within the discretion of our board of directors and will depend upon then-existing
conditions, including our results of operations, financial condition, capital requirements, investment opportunities, statutory restrictions on our ability to pay dividends and other factors our board of directors may deem relevant. In addition,
under our Credit Facilities, Opco is restricted from paying cash dividends, and we expect these restrictions to continue in the future, which may in turn limit our ability to pay cash dividends on our Class A common stock. Our ability to pay cash
dividends may also be restricted by the terms of any future credit agreement or any future debt or preferred equity securities that we or our subsidiaries may issue. See “Risk Factors—Risks Related to Our Class A Common Stock—We do not intend to
pay cash dividends on our Class A common stock, and our Credit Facilities place certain restrictions on our ability to do so. Consequently, your only opportunity to achieve a return on your investment is if the price of our Class A common stock
appreciates.”
Recent Sales of Unregistered Securities; Issuer’s Purchases of Equity Securities
None.
Item 6.
Selected Financial Data.
OneWater Inc. was incorporated on April 3, 2019 and does not have historical financial operating results for the period prior to our IPO. Following the IPO, OneWater Inc. became the managing member of OneWater LLC, and
its only material asset is its equity interest in OneWater LLC. As a result, OneWater Inc. consolidates the financial results of OneWater LLC and its subsidiaries and reports non-controlling interests related to the portion of the OneWater LLC
Units not owned by OneWater Inc. The following table presents the summary historical and other data for OneWater LLC, the accounting predecessor of OneWater Inc., and its subsidiaries for the periods prior to the IPO and Reorganization and for
OneWater Inc. and its subsidiaries for the periods following the IPO and Reorganization.
The historical results presented below are not necessarily indicative of the results to be expected for any future period, and should be read together with information in this Form 10-K, including “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this Form 10-K. The summary historical financial data as of September 30, 2020 and 2019, and
for the fiscal years ended September 30, 2020, 2019 and 2018, was derived from the audited historical financial statements included elsewhere in this Form 10-K.
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Years Ended September 30,
2020
2019
2018
2017
(in thousands, except percentages and store amounts)
Consolidated Statement of Operations Data:
Revenues
$
1,022,970
$
767,624
$
602,805
$
391,483
Cost of sales
787,446
595,498
465,151
305,782
Selling, general and administrative expenses
143,396
116,503
91,297
65,352
Depreciation and amortization
3,249
2,682
1,685
1,055
Transaction costs (1)
3,648
1,323
438
327
Loss (gain) on contingent consideration
6,762
(1,674
)
—
—
Income from operations
78,469
53,292
44,234
18,967
Other expense (income)
Interest expense – floor plan
8,861
9,395
5,534
2,686
Interest expense – other
8,828
6,568
3,836
2,266
Change in fair value of warrant liability
(771
)
(1,336
)
33,187
18,057
Loss (gain) on extinguishment of debt
6,559
-
(209
)
-
Other expense (income), net (2)
155
1,402
(60
)
217
Income before income tax expense
54,837
37,263
1,946
(4,259
)
Income tax expense
6,329
—
—
—
Net income (loss)
$
48,508
$
37,263
$
1,946
$
(4,259
)
Less: Net income attributable to non-controlling interests
350
1,606
830
13
Net income (loss) attributable to One Water Marine Holdings, LLC
$
35,657
$
1,116
$
(4,272
)
Less: Net income attributable to non-controlling interests of One Water Marine Holdings, LLC
30,733
Net income attributable to OneWater Inc.
$
17,425
Consolidated Statement of Cash Flows Data:
Cash flows provided by (used in) operating activities
$
212,477
$
(5,725
)
$
(4,250
)
$
6,514
Cash flows used in investing activities
(4,672
)
(10,998
)
(23,920
)
(23,304
)
Cash flows (used in) provided by financing activities
(151,144
)
12,458
34,257
16,993
Other Financial Data:
Capital expenditures (3)
$
6,309
$
7,291
$
10,135
$
4,112
Adjusted EBITDA (4)
$
83,267
$
46,228
$
40,823
$
17,663
Number of stores
61
63
53
45
Same-store sales growth%
24.4
%
11.8
%
22.2
%
Consolidated Balance Sheet Data (at end of period):
Total assets
$
458,067
$
504,755
$
375,360
$
258,347
Long-term debt (including current portion)
89,396
75,913
41,844
27,285
Total liabilities
284,780
380,768
274,339
158,578
Redeemable preferred equity interest
-
86,018
79,965
71,695
Total stockholders’ and members’ equity
173,287
37,969
21,056
28,074
(1)
Consists of transaction costs related to the acquisitions made in the corresponding period and the IPO and the September 2020 offering. Certain transaction costs recorded as other expenses in 2019, 2018 and 2017 have been reclassified as
operating expenses to conform to the September 30, 2020 presentation.
(2)
Other expense for the fiscal year ended September 30, 2019 was primarily attributable to a loss related to the sale and leaseback of certain operating facilities and equipment, partially offset by insurance proceeds received from
hurricane-related claims.
(3)
Includes $4.3 million for growth capital expenditures and $2.0 million for maintenance capital expenditures for fiscal year 2020. Includes $4.2 million for growth capital expenditures and $3.1 million for maintenance capital expenditures
for fiscal year 2019, compared to $6.9 million and $3.2 million, respectively, for fiscal year 2018 and $1.5 million and $2.6 million, respectively, for fiscal year 2017.
(4)
Adjusted EBITDA is a non-GAAP financial measure. For the definition of Adjusted EBITDA and a reconciliation to our most directly comparable financial measure calculated and presented in accordance with GAAP, please see “Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Comparison of Non-GAAP Financial Measure.”
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