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Item 5. Market for Registrant’s Common Equity

2021-12-17 compared with 2020-12-03 · 37 added, 79 removed, 9 unchanged (93% of the section changed)

1 unchanged sentence

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.

Our Class A common stock is traded on Nasdaq under the symbol “ONEW.” As of December 3, 2021, there were 13,463,124 shares of Class A common stock and 1,819,112 shares of Class B common stock outstanding.

There is no market for our Class B common stock.

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.

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.

As of December 3, 2021, there were 10 and 8 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.

Performance Graph

The following graph illustrates a comparison of the total cumulative stockholder return for our Class A common stock since February 7, 2020, which is the date

our shares began trading, through September 30, 2021, to two indices:

the Russell 2000 Index and the Nasdaq Retail Trade Index.

The graph assumes an initial investment of $100 on February 7, 2020, in our Class A common stock, the stocks

comprising the Russell 2000 Index, and the stocks comprising the Nasdaq Retail Trade Index.

The calculations of cumulative shareholder return on our Class A common stock, the Russell 2000 Index and the Nasdaq Retail Trade Index include

reinvestment of dividends.

The comparisons in the table are required by the SEC and are not intended to forecast or be indicative of possible future performance of our Class A common stock.

This graph shall not be deemed “soliciting

material” or be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section, and shall not be deemed to be incorporated by reference into any of our filings under the

Securities Act of 1933 (Securities Act), as amended, or the Securities Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

OneWater Marine Inc.

NASDAQ Retail Trade

On June 17, 2021, our board of directors declared a one-time special cash dividend of $1.80 per share.

The cash dividend of approximately $27.1 million was paid on July 19, 2021 to

holders of Class A common stock and OneWater Unit Holders.

Additionally, a $1.0 million cash dividend for restricted stock unit holders will be paid to holders upon vesting of the awards.

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

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.

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.”

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

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

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— While our Board of Directors declared a one-time special cash dividend of $1.80 per share on June 17, 2021, 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

On September 1, 2021, in reliance upon Section 4(a)(2) of the Securities Act, the Company issued 35,639 shares of Class A common stock to the two former owners of PartsVu as partial consideration for the

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.

Years Ended September 30,

(in thousands, except percentages and store amounts)

Consolidated Statement of Operations Data:

Cost of sales

Selling, general and administrative expenses

Depreciation and amortization

Transaction costs (1)

Loss (gain) on contingent consideration

Income from operations

Other expense (income)

Interest expense – floor plan

Interest expense – other

Change in fair value of warrant liability

Loss (gain) on extinguishment of debt

Other expense (income), net (2)

Income before income tax expense

Income tax expense

Net income (loss)

Net income attributable to non-controlling interests

Net income (loss) attributable to One Water Marine Holdings, LLC

Net income attributable to non-controlling interests of One Water Marine Holdings, LLC

Net income attributable to OneWater Inc.

Consolidated Statement of Cash Flows Data:

Cash flows provided by (used in) operating activities

Cash flows used in investing activities

Cash flows (used in) provided by financing activities

Other Financial Data:

Capital expenditures (3)

Adjusted EBITDA (4)

Number of stores

Same-store sales growth%

Consolidated Balance Sheet Data (at end of period):

Long-term debt (including current portion)

Total liabilities

Redeemable preferred equity interest

Total stockholders’ and members’ equity

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.

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.

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.

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.”

Part II, Item 6 is no longer required due to amendments to Regulation S-K that eliminate Item 301.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity