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 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. 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 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.
2/7/20
9/30/20
9/30/21
OneWater Marine Inc.
100.00
135.34
277.33
Russell 2000
100.00
94.34
139.32
NASDAQ Retail Trade
100.00
148.54
161.55
Dividends
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 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— 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.”
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Table of Contents
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
acquisition.
Item 6.
Selected Financial Data.
Part II, Item 6 is no longer required due to amendments to Regulation S-K that eliminate Item 301.