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As filed with the Securities and Exchange Commission on September 23, 2019

Registration No. 333-232639

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 2
to
Form S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

OneWater Marine Inc.
(Exact name of registrant as specified in its charter)

Delaware
5531
83-4330138
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(IRS Employer
Identification No.)

6275 Lanier Islands Parkway
Buford, Georgia 30518
(678) 541-6300
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Austin Singleton
Chief Executive Officer
6275 Lanier Islands Parkway
Buford, Georgia 30518
(678) 541-6300
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

    David P. Oelman
James R. Brown
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2500
Houston, Texas 77002
(713) 758-2222
Daniel J. Bursky
Andrew B. Barkan
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-8000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o
Accelerated filer o
Non-accelerated filer ☒
Smaller reporting company o
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 7(a)(2)(B) of the Securities Act. o

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED                , 2019

PRELIMINARY PROSPECTUS

       Shares


OneWater Marine Inc.
Class A Common Stock

This is the initial public offering of Class A common stock of OneWater Marine Inc., a Delaware corporation. We are offering      shares of Class A common stock.

Prior to this offering, there has been no public market for our Class A common stock. We have applied to list our Class A common stock on the Nasdaq Global Market under the symbol “ONEW.”

We anticipate that the initial public offering price will be between $          and $          per share of Class A common stock.

The underwriters have the option for a period of 30 days from the date of this prospectus to purchase up to an additional       shares from us at the public offering price less the underwriting discount and commissions.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), and will be subject to reduced reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company. We will have two classes of common stock outstanding after this offering: Class A common stock and Class B common stock. Upon consummation of this offering, investors in this offering will hold       % of the Class A common stock, representing       % of the total voting stock outstanding. Legacy Owners (as defined herein) will hold       % of the total voting stock outstanding, including 100.0% of the Class B common stock, which vote together with the Class A common stock as a single class.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 22 to read about factors you should consider before buying shares of our Class A common stock.

 
Per Share
Total
Initial public offering price
$
         
 
$
         
 
Underwriting discount and commissions(1)
$
 
 
$
 
 
Proceeds, before expenses, to OneWater Marine Inc.
$
 
 
$
 
 
(1) See “Underwriting (Conflicts of Interest)” for additional information regarding underwriting compensation.

The underwriters expect to deliver the Class A shares to purchasers on or about       , 2019, through the book-entry facilities of The Depository Trust Company.

Goldman Sachs & Co. LLC
Raymond James

The date of this prospectus is          , 2019.

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Neither we nor the underwriters have authorized anyone to provide you with information different from that contained in this prospectus and any free writing prospectus we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Offers to sell, and solicitations of offers to buy, shares of our Class A common stock are being made only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A common stock. Our business, financial condition, results of operations and prospects may have changed since the date of this prospectus.

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

Industry and Market Data

The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, publicly available information, business organizations, government publications and other published independent sources, including data from an annual report published by the National Marine Manufacturer’s Association (“NMMA”). Some data is also based on our good faith estimates. Although we believe these third-party sources are reliable as of their respective dates, neither we nor the underwriters have independently verified the accuracy or completeness of this information. Market share data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process and other limitations in any statistical survey of market share data. Accordingly, you are cautioned not to place undue reliance on such market share data or any other such estimates. The industry in which we operate is subject to a high degree of uncertainty and risk due to a

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variety of factors, including those described in the section entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these publications.

Trademarks and Trade Names

We rely on various trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and does not imply a relationship with, or endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names.

Basis of Presentation

Organizational Structure

In connection with the closing of this offering, we will effect certain organizational transactions, which we describe in “Prospectus Summary─Corporate Reorganization” and “Corporate Reorganization” and refer to herein as the “Reorganization.” Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the Reorganization, including this offering. See “Corporate Reorganization” and a diagram depicting our organizational structure in “Prospectus Summary─Corporate Reorganization” for more information.

Except as otherwise indicated or required by the context, all references in this prospectus to the “Company,” “we,” “us” or “our” relate to OneWater Marine Inc. (“OneWater Inc.”) and its consolidated subsidiaries after giving effect to the Reorganization. References in this prospectus to “OneWater LLC” or our “Predecessor” refer to One Water Marine Holdings, LLC, our accounting predecessor, and its consolidated subsidiaries. References in this prospectus to the “Legacy Owners” refer to the existing owners of OneWater LLC, including, but not limited to, Goldman Sachs & Co. LLC (“Goldman”) and affiliates of The Beekman Group (“Beekman”), and certain members of our management team.

We will be a holding company and the sole managing member of OneWater LLC, and upon completion of this offering and the application of proceeds therefrom, our principal asset will consist of common units of OneWater LLC.

Presentation of Financial and Other Information

OneWater LLC is the accounting predecessor of the issuer, OneWater Inc. OneWater Inc. will be the audited financial reporting entity following this offering. Accordingly, this prospectus contains the following historical financial statements:

OneWater Inc.: Other than the balance sheets, dated as of April 3, 2019 and June 30, 2019, the historical financial information of OneWater Inc. has not been included in this prospectus as it is a newly incorporated entity, has no business transactions or activities to date and had no assets or liabilities during the periods presented in this prospectus.
OneWater LLC: As we will have no other interest in any operations other than those of OneWater LLC and its subsidiaries, the historical consolidated financial information included in this prospectus is that of OneWater LLC and its subsidiaries.

The unaudited pro forma financial information of OneWater Inc. presented in this prospectus has been derived by the application of pro forma adjustments to the historical consolidated financial statements of OneWater LLC and its subsidiaries included elsewhere in this prospectus. These pro forma adjustments give effect to the Reorganization and the consummation of this offering as if they had occurred on October 1, 2017, in the case of the unaudited pro forma consolidated statement of operations data, and as of June 30, 2019, in the case of the unaudited pro forma consolidated balance sheet. See “Unaudited Pro Forma Consolidated Financial Information” for a complete description of the adjustments and assumptions underlying the pro forma financial information included in this prospectus.

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Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.

The Company’s fiscal year ends on September 30. Unless otherwise stated, all references to the “fiscal year” refer to the twelve months ended September 30 of the applicable year.

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PROSPECTUS SUMMARY

This summary contains basic information about us and the offering. Because it is a summary, it does not contain all the information that you should consider before investing in our Class A common stock. You should read and carefully consider this entire prospectus before making an investment decision, especially the information presented under the heading “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the accompanying notes included elsewhere in this prospectus.

Except as otherwise indicated, all information contained in this prospectus assumes an initial public offering price of $       per share of Class A common stock (the mid-point of the range set forth on the cover of this prospectus) and that the underwriters do not exercise their option to purchase additional shares, and excludes                 shares of Class A common stock reserved for issuance under our long-term incentive plan.

ONEWATER MARINE INC.

Overview

We are one of the largest and fastest-growing premium recreational boat retailers in the United States with 63 stores comprising 21 dealer groups in 11 states. Our dealer groups are located within highly attractive markets throughout the Southeast, Gulf Coast, Mid-Atlantic and Northeast, including Texas, Florida, Alabama, North Carolina, South Carolina, Georgia, Ohio and New York, which collectively comprise eight of the top twenty states for marine retail expenditures. We believe that we are a market leader by volume in sales of premium boats in 12 out of the 17 markets where we operate. In 2018, we sold over 7,500 new and pre-owned boats, of which we believe approximately 40% were sold to customers who had a trade-in or with whom we otherwise had established relationships. The combination of our significant scale, diverse inventory, access to premium boat brands and meaningful dealer group brand equity enables us to provide a consistently professional experience as reflected in the number of our repeat customers and same-store sales growth.


Note: Store count as of September 2019.

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We have a diversified revenue profile that is comprised of new boat sales, pre-owned boat sales, finance and insurance (“F&I”) products, repair and maintenance services, and parts and accessories. Non-boat sales were approximately 10% of revenue and 27% of gross profit in fiscal year 2018, and approximately 11% of revenue and 31% of gross profit for the nine months ended June 30, 2019. We offer a wide array of new boats at various price points through relationships with over 48 manufacturers covering 72 brands. We are currently a top-three customer for 24 of our 72 brands and the single largest customer for each of our top five highest-selling brands. While our order volume amounts to between 5% to 35% of total sales for those top five brands, no single brand accounts for more than 10% of our sales volume. Our relationships with many of our manufacturers are long-standing and have been developed over multiple decades of experience within the marine industry. We believe that the strength of our relationships combined with our scale enables us to receive among the best pricing and terms available across all of the brands and models that we carry, and we routinely evaluate the sales performance and demand for each respective brand to ensure that the economic relationship we have in place with our manufacturers optimizes our profitability.



We were formed in 2014 as One Water Marine Holdings, LLC, a Delaware limited liability company, through the combination of Singleton Assets & Operations, LLC, a Georgia limited liability company, d/b/a Singleton Marine (“Singleton Marine”), and Legendary Marine, LLC, a Florida limited liability company (“Legendary Marine”), which created a marine retail platform that collectively owned and operated 19 stores. Since the combination in 2014, we have acquired a total of 40 additional stores through 17 acquisitions. Our current portfolio as of September 1, 2019 consists of 21 different local and regional dealer groups. While we have opportunistically opened new stores in select markets, we believe that it is generally more effective economically and operationally to acquire existing stores with experienced staff and established reputations.

We believe that our dealer group branding strategy, which retains the name, logo and trademarks associated with each store or dealer group at the time of acquisition, significantly differentiates us from our largest competitors who employ singular, national branding strategies. We are committed to maintaining local and regional dealer group branding because we believe that the value of retaining the goodwill and long-standing customer relationships of these local businesses, many of which have been

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built by families over decades, far exceeds the benefits of attempting to establish a potentially unfamiliar “OneWater” national brand. In addition, preserving this established identity maintains the long term engagement of former owners because their name and reputation remain figuratively and literally “on the door.”

Summary of Financial Performance for the Nine Months Ended June 30, 2019 and Key Metrics

We have experienced significant growth in recent years.

Revenue increased 26% from $445.5 million in the nine months ended June 30, 2018 to $561.6 million in the nine months ended June 30, 2019.
Revenue generated from same-store sales increased 10% for the nine months ended June 30, 2019 as compared to the nine months ended June 30, 2018.
Gross profit increased 26% from $100.1 million in the nine months ended June 30, 2018 to $125.8 million in the nine months ended June 30, 2019.
Operating expenses as a percentage of revenue increased 7 basis points in the nine months ended June 30, 2019 compared to the nine months ended June 30, 2018.
Net income increased from net loss of $(37) thousand in the nine months ended June 30, 2018 to $32.2 million in the nine months ended June 30, 2019.
Adjusted EBITDA increased 13% from $31.0 million in the nine months ended June 30, 2018 to $35.2 million in the nine months ended June 30, 2019.

For a reconciliation of Adjusted EBITDA to net income (loss), its most directly comparable financial measure presented in accordance with accounting principles generally accepted in the United States (“GAAP”), see “—Summary Historical and Pro Forma Consolidated Financial and Operating Data” below.

Our Market and Our Customer

Consumer spending on boats, engines, services, parts, accessories and related purchases reached almost $42 billion in 2018 and has, on average, grown in excess of 5% annually since 2010. New powerboat sales have driven market growth and reached $10.7 billion in 2018, implying a 13% average annual growth rate since 2010. Of the approximately one million powerboats sold in the United States each year, 80% of total units sold (approximately 815,000) are pre-owned. Relative demand for new and late-model boats has increased in recent years in part due to the continuous evolution of boat technology and design including, but not limited to, seating configurations, power, efficiency, instrumentation and electronics, and wakesurf gates, each of which represents a material design improvement that cannot be matched by more dated boat models. We believe the increasing pace of innovation in technology and design will result in more frequent upgrade purchases and ultimately higher sales volumes of new and late-model, pre-owned boat sales.


1 Note: NMMA Industry Report

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The boat dealership market is highly fragmented and is comprised of over 4,000 stores nationwide. Most competing boat retailers are operated by local business owners who own three or fewer stores. We are one of the largest and fastest-growing premium recreational boat retailers in the United States. Despite our size, we comprise less than 2% of total industry sales. Our scale and business model allow us to leverage our extensive inventory to provide consumers with the ability to find a boat that matches their preferences (e.g., make, model color, configuration and other options) and to deliver the boat within days while providing a personalized sales experience. We are able to operate with a comparatively higher degree of profitability than other independent retailers because we allocate support resources across our store base, focus on high-margin products and services, utilize floor plan financing and provide core back-office functions on a scale that many independent retailers are unable to match. We seek to be the leading boat retailer by total market share within each boating market and within the product segments in which we participate. To the extent that we are not, we will evaluate acquiring other local retailers in order to increase our sales, to add additional brands or to provide us with additional high-quality personnel.

1 Note: Our industry includes competitors such as MarineMax, Inc. (NYSE: HZO) (“MarineMax”) with 67 stores as of June 30, 2019 selling premium boats and BassPro Shops, which sells entry-level boats together with other outdoor sporting goods across 171 stores.

We believe that boating is a lifestyle that brings families and friends together regardless of their stage of life. Whether a person grew up in a household that owned a boat or experiences boating later in life, once a person buys their first boat they often become a boating customer for life. Our customers are typically middle to upper-middle class families who either own a house on the water or live near a body of water where they can engage in boating activities. We serve customers whose boating preferences span from general recreation and cruising to fresh and salt water fishing to watersports, including wakeboarding and wake surfing. The profile of our customers range from those in their early-to-mid 30’s who are upgrading their house, cars and lifestyle to those who have owned multiple boats and view boating as a way of life. Our inventory and product selection allow us to cater to a highly diverse customer base with price points and boat types that appeal to a broad spectrum of budgets and preferences. The boating industry’s and MarineMax’s average selling prices for a new boat were $52,000 in calender year 2018 and $203,000 in fiscal year 2018, respectively. By comparison, our average selling price for a new boat in fiscal year 2018 was $91,000.

Our Strengths

Leading Market Position and Scale: We are one of the largest and fastest-growing premium recreational boat retailers in the United States, with 63 stores across 11 states. We have a strong presence in Texas, Florida, Alabama, South Carolina, Georgia, Ohio, New York and North Carolina with 56 stores. Collectively these markets comprise eight of the top twenty states for marine retail expenditures.

Differentiated Marketing and Branding Strategy: We are committed to maintaining a local and regional dealer group branding strategy and believe that retaining the goodwill and long-standing customer relationships of dealer groups that we acquire provides significantly more value than

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establishing a potentially unfamiliar “OneWater” national brand across each of our stores. Preserving the existing brands enables us to retain key staff, including senior management, which reduces or eliminates our need to hire and train new people when we complete an acquisition.

Our marketing department is able to deploy highly efficient and targeted sales campaigns due to the number of customers we have served to date and the analytics we have obtained from prior transactions. Customers who buy boats commonly make ongoing purchases of parts, repair and maintenance services and storage. We proactively send marketing messages to anticipate when a customer may need additional repair and maintenance services in order for us to maximize the value of a customer and to diversify our revenue streams across all revenue categories.

Seasoned Consolidator in a Highly Fragmented Market: We have an extensive acquisition track record within the boating industry and have developed a reputation for treating sellers and their staff in an honest and fair manner. We believe our reputation and scale have positioned us as a buyer of choice for boat dealers who want to sell their businesses. To date, 100% of our acquisitions have been sourced from inbound inquiries, and the number of annual inquiries we receive has consistently increased over time. Less than 50% of the inbound leads that we receive meet our criteria but more than 90% of the stores on which we conduct diligence are ultimately acquired. Our acquisition and integration team has executed 17 acquisitions since 2014. Our acquisition team is typically able to convert the selling dealer groups’ back-office systems to our IT platform within approximately ten days, with full integration of most acquisitions completed in approximately 45 days. Our strategy is to acquire stores at attractive EBITDA multiples and then grow same-store sales while benefitting from cost-reducing synergies. Historically, we have typically acquired dealer groups for less than 4.0x EBITDA on a trailing twelve months basis and believe that we will be able to continue to make attractive acquisitions within this range.

Strong Yet Flexible Relationships with Leading Boat Manufacturers: Most of our relationships with our manufacturers are long-standing with many dating back two decades or longer. We communicate with our manufacturers on a weekly basis to monitor our orders and make adjustments based on our current inventory levels and forecasted customer demand. Our contracts also exclude any requirements pertaining to mandatory capital expenditures, branding and unit pricing. Furthermore, we have flexibility to change brands, subject to territory availability, at each store based on sales performance or other factors.

We are an essential customer to many of our top manufacturers and do not believe that there is a material risk that they would stop selling boats to us in any of our markets given our scale and long-standing relationships. We were recognized as Dealer of the Year by Boating Industry in 2016 and 2017, were inducted into the Boating Industry Top 100 Hall of Fame in 2018, and have been a Top 100 dealer since 2006. Certain of our local and regional dealer groups, including Singleton Marine, have been recognized among the top dealers worldwide for Cobalt Boats, Regal Boats, Harris and Yamaha Boats, and among the top dealers in the Southeast for Malibu and Axis. Additionally, we are also the top Yamaha Jet Boat dealer by volume in the United States. Beginning in the fourth quarter of 2019, we will sell Sunseeker yachts through one of our consignors that became the exclusive dealer for certain Sunseeker yachts in select states, including Texas, certain counties in Florida, Alabama, North Carolina, South Carolina and Georgia. From time to time, we may continue to add additional manufacturers whose products match our focus on premium recreational boats.

Diversified Revenue Streams: We offer a broad range of products and services beyond new and pre-owned boats, including repair and maintenance services, parts and accessories, F&I products, and ancillary services, including storage. Although non-boat sales contributed approximately 10% and 11% to revenue in fiscal year 2018 and the nine months ended June 30, 2019, respectively, the higher gross margin on these product and service lines resulted in non-boat sales contributing 27% and 31% of gross profit during such periods, respectively. During different phases of the economic cycle, consumer behavior may shift away from new boats; however, we are well positioned to benefit from revenue from pre-owned boats, repair and maintenance services, and parts and accessories, which have historically increased during periods of economic uncertainty. We have also diversified our business across geographies and dealership types (e.g., fresh water and salt water) in order to reduce the effects of seasonality. For instance, boating activity in South Florida increases during winter months, whereas freshwater boating in the Southeast, Mid-Atlantic and Northeast peaks during late-spring and summer.

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Attractive Financial Profile: Since the formation of OneWater LLC in 2014, we have established a high growth financial profile driven by strong same-store sales growth and acquisitions. This growth has resulted in a high level of free cash flow generation, and allows us to maintain a conservative leverage profile. Excluding inventory financing, our business requires a low level of capital with historical maintenance capital expenditures typically under 0.5% of revenue. We are focused on achieving profitable growth and have been able to achieve an increase in Adjusted EBITDA margins by growing revenue at a higher rate than operating expenses have increased.

Highly Experienced Management Team: We have assembled an exceptional team of highly experienced professionals within the boating industry. The average industry tenure of our executive team is 24 years, and our Chief Executive Officer Austin Singleton, who is a second generation boat dealer, has been in the industry for 31 years. In addition, our Chief Operating Officer, Anthony Aisquith, and Chief Financial Officer, Jack Ezzell, have 24 and 17 years of industry experience, respectively, and both have public-company experience with our largest competitor, MarineMax.

Growth Strategy

Organic Growth Strategy: Our business model utilizes our unique scale to drive profitable same-store sales growth. We seek to gain market share by delivering high-quality products and services, with customized attributes tailored to our customers’ product specifications. Our management team and business model are extremely agile, allowing us to target sales in specific segments of the industry that are outperforming overall industry trends. Additionally, we are able to leverage our potential customer database to garner new sales. Sales growth from our existing stores is a core component of our current and future strategy. We believe non-boat sales will be a driver of our organic growth strategy in the future.

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We have implemented a targeted marketing strategy across our platform focused on increasing new and existing customer awareness and usage of our F&I products, repair and maintenance services, and parts and accessories products. We may also develop a dealership if an attractive acquisition is not available in a market we choose to target.

Acquisition Strategy: We believe there is a tremendous opportunity for us to expand in both existing and new markets, given that the industry is highly fragmented with most boat retailers owning three or fewer stores. We seek to create value by implementing the best tested operational practices to family-owned and operated businesses that previously lacked the resources, management experience and expertise to maximize the profitability of the acquired standalone businesses. We believe that the boat retail market is underpinned by strong fundamental drivers, and that, with the implementation of operational control measures and the injection of resources, local stores can significantly increase revenues and profitability. We believe our status as a consolidator of choice is based on the expertise we have developed through completing 17 acquisitions (40 stores acquired) since 2014, our growing cash flow and financial profile, and our footprint of retailers within prime markets. Our ability to acquire additional stores or dealer groups at attractive multiples is further enhanced by our growing reputation for retaining the seller’s management team and keeping their branding and legacy intact. We believe there is significant opportunity to expand our store footprint in regions with strong boating cultures. While we have a strong presence in the Southeastern portion of the United States, there are several areas of opportunity in states adjacent to our current geographic footprint as well as states in new regions in the Midwest and Western United States. We are targeting to complete four to eight potential acquisitions that may contribute an estimated total of $100.0 million to $200.0 million in sales over the next 24 months, though we can provide no assurance as to the timing or completion of such acquisitions. As a result of our reputation in the market place, we expect our pipeline of potential acquisitions to grow over time.

Recent Developments

This recent developments section includes “forward-looking statements.” All statements contained herein other than statements of historical facts, including, without limitation, statements regarding our expectations regarding our financial and operating results for the months ended July 31, 2019 and August 31, 2019, and our future financial and business performance, are forward-looking statements. The words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” included in this prospectus.

Preliminary Financial Results for the Months Ended July 31, 2019 and August 31, 2019

Based upon preliminary financial information for each of the months ended July 31, 2019 and August 31, 2019, we estimate that consolidated same-store sales have grown 22% in each period compared to the respective periods in the prior year, while gross margins have decreased by approximately 200 basis points over each of the same periods. Consistent with the trends described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations,” we believe these preliminary financial results to be primarily driven by an increase in new boat sales. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information regarding the factors and trends affecting our business. The quarter ending September 30, 2019 has not yet concluded and, accordingly, our results of operations for such period are not yet available. Our expected results above reflect our current estimates for such period based on information available as of the date of this prospectus. We believe that the estimated comparable store sales and gross margin data are important to an investor's understanding of our performance, notwithstanding that we are not yet able to provide estimated operating income or net income data. Our independent registered public accounting firm, Grant Thornton LLP, has not audited or reviewed, and does not express an opinion with respect to, these data. Our actual results may differ from

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these estimates due to the completion of our financial closing procedures and final adjustments and other developments that may arise between now and the time our final financial statements are completed.

Additional Recent Events

On August 1, 2019, OneWater LLC acquired substantially all of the assets of Central Marine Service, Inc. and certain of its affiliates (“Central Marine”), a dealer group based in Florida with three stores engaged in selling new and pre-owned boats and providing parts and repair services, for total cash consideration of approximately $19.4 million.

On August 5, 2019, we, through certain of our subsidiaries, completed a sale-leaseback transaction (the “Sale-Leaseback Transaction”) with affiliates of SunTrust Equity Funding, LLC (“SunTrust”) with respect to four of our boat dealerships located throughout Florida and Georgia, for aggregate cash consideration of approximately $16.0 million.

Corporate Reorganization

OneWater Inc. was incorporated as a Delaware corporation on April 3, 2019. Following this offering and the related transactions, OneWater Inc. will be a holding company whose only material asset will consist of membership interests in OneWater LLC. Following the closing of this offering, OneWater LLC will own all of the outstanding equity interests in One Water Assets & Operations, LLC (“Opco”), which in turn will own all of the outstanding equity interests in the subsidiaries through which we operate our assets. After the consummation of the Reorganization, OneWater Inc. will be the sole managing member of OneWater LLC and will be responsible for all operational, management and administrative decisions relating to OneWater LLC’s business and will consolidate financial results of OneWater LLC, Opco and its subsidiaries.

In connection with the offering:

(a) One Legacy Owner holding a preferred distribution right of OneWater LLC will receive a distribution of additional common units of OneWater LLC in exchange for the surrender of the preferred right;
(b) OneWater LLC will provide the Legacy Owners the right to receive a tax distribution to cover taxable income arising as a result of OneWater LLC’s operating income through the period ending on the date of the closing of this offering;
(c) OneWater LLC’s limited liability company agreement will be amended and restated to, among other things, provide for a single class of common units representing ownership interests in OneWater LLC, which we refer to in this prospectus as “OneWater LLC Units”; OneWater Inc.’s certificate of incorporation and bylaws will be amended and restated; and all of the Legacy Owners’ existing membership interests in OneWater LLC will be exchanged for OneWater LLC Units;
(d) Goldman and Beekman will receive        OneWater LLC Units upon exercise of certain previously held warrants (the “LLC Warrants”);
(e) Certain of the Legacy Owners will, directly or indirectly, contribute their OneWater LLC Units to OneWater Inc. (we refer to such Legacy Owners as the “Exchanging Owners”) in exchange for shares of Class A common stock;
(f) OneWater Inc. will issue           shares of Class A common stock to purchasers in this offering in exchange for the proceeds of this offering;
(g) Each Legacy Owner that will continue to own OneWater LLC units after this offering (which, along with any permitted transferees, as appropriate, we collectively refer to in this prospectus as the “OneWater Unit Holders”) will receive a number of shares of Class B common stock equal to the number of OneWater LLC Units held by such OneWater Unit Holder following this offering;

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(h) OneWater Inc. will contribute the net proceeds of this offering to OneWater LLC in exchange for an additional number of OneWater LLC Units such that OneWater Inc. holds a total number of OneWater LLC Units equal to the number of shares of Class A common stock outstanding following this offering; and
(i) OneWater LLC will contribute cash to Opco in exchange for additional units therein, and Opco will use such cash, consisting of the net proceeds of the offering, cash on hand, and borrowings under the GS/BIP Credit Facility (as defined below), to redeem all of the outstanding preferred units (“Opco Preferred Units”) in Opco held by Goldman and Beekman for cash. Please see “Use of Proceeds” and “Certain Relationships and Related Party Transactions—Historical Transactions with Affiliates—Opco Preferred Units” and “—OneWater LLC Warrants” for additional information.

After giving effect to these transactions and the offering contemplated by this prospectus, OneWater Inc. will own an approximate      % interest in OneWater LLC (or      % if the underwriters’ option to purchase additional shares is exercised in full), and the OneWater Unit Holders will own an approximate       % interest in OneWater LLC (or      % if the underwriters’ option to purchase additional shares is exercised in full) and all of the Class B common stock. Please see “Principal Stockholders.”

Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholder generally. Holders of Class A common stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or by our amended and restated certificate of incorporation. OneWater Inc. does not intend to list Class B common stock on any exchange.

Following this offering, under the Amended and Restated Limited Liability Company Agreement of OneWater LLC (the “OneWater LLC Agreement”), each OneWater Unit Holder will, subject to certain limitations, have the right (the “Redemption Right”) to cause OneWater LLC to acquire all or a portion of its OneWater LLC Units for, at OneWater LLC’s election, (i) shares of our Class A common stock at a redemption ratio of one share of Class A common stock for each OneWater LLC Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions or (ii) an equivalent amount of cash. An independent committee of our board of directors will determine whether to issue shares of Class A common stock or cash based on facts in existence at the time of the decision, which we expect would include the relative value of the Class A common stock (including trading prices for the Class A common stock at the time), the cash purchase price, the availability of other sources of liquidity (such as an issuance of stock) to acquire the OneWater LLC Units and alternative uses for such cash. Alternatively, upon the exercise of the Redemption Right, OneWater Inc. (instead of OneWater LLC) will have the right (the “Call Right”) to, for administrative convenience, acquire each tendered OneWater LLC Unit directly from the redeeming OneWater Unit Holder for, at its election, (x) one share of Class A common stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an equivalent amount of cash. In addition, OneWater Inc. has the right to require (i) upon the acquisition by OneWater Inc. of substantially all of the OneWater LLC Units, certain minority unitholders or (ii) upon a change of control of OneWater Inc., each OneWater Unit Holder (other than OneWater Inc.), to exercise its Redemption Right with respect to some or all of such unitholder’s OneWater LLC Units. In connection with any redemption of OneWater LLC Units pursuant to the Redemption Right or the Call Right, the corresponding number of shares of Class B common stock will be cancelled. See “Certain Relationships and Related Party Transactions—OneWater LLC Agreement.” Certain Legacy Owners will have the right, under certain circumstances, to cause us to register the offer and resale of their shares of Class A common stock. See “Certain Relationships and Related Party Transactions— Registration Rights Agreement.”

OneWater Inc.’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of OneWater LLC Units in connection with this offering or pursuant to an exercise of the Redemption Right or the Call Right is expected to result in adjustments to the tax basis of the tangible and intangible assets

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of OneWater LLC, and such adjustments will be allocated to OneWater Inc. These adjustments would not have been available to OneWater Inc. absent its acquisition or deemed acquisition of OneWater LLC Units and are expected to reduce the amount of cash tax that OneWater Inc. would otherwise be required to pay in the future.

OneWater Inc. will enter into a tax receivable agreement, which we refer to as the “Tax Receivable Agreement,” with certain of the OneWater Unit Holders. The Tax Receivable Agreement generally provides for the payment by OneWater Inc. to such OneWater Unit Holders of 85% of the net cash savings, if any, in U.S. federal, state and local income and franchise tax (computed using the estimated impact of state and local taxes) that OneWater Inc. actually realizes (or is deemed to realize in certain circumstances) in periods after this offering as a result of, as applicable to each such OneWater Unit Holder, (i) certain increases in tax basis that occur as a result of its acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of such OneWater Unit Holder’s OneWater LLC Units pursuant to the exercise of the Redemption Right or the Call Right or that relate to prior transfers of such OneWater LLC Units that will be available to OneWater Inc. as a result of its acquisitions of those units and (ii) imputed interest deemed to be paid by OneWater Inc. as a result of, and additional tax basis arising from, any payments OneWater Inc. makes under the Tax Receivable Agreement.

Payments will generally be made under the Tax Receivable Agreement as OneWater Inc. realizes actual cash tax savings in periods after this offering from the tax benefits covered by the Tax Receivable Agreement. However, if OneWater Inc. experiences a change of control (as defined under the Tax Receivable Agreement, which includes certain mergers, asset sales and other forms of business combinations) or the Tax Receivable Agreement terminates early (at OneWater Inc.’s election or as a result of OneWater Inc.’s breach), OneWater Inc. would be required to make an immediate payment equal to the present value of the anticipated future payments to be made by it under the Tax Receivable Agreement (determined by applying a discount rate equal to one-year LIBOR plus 100 basis points) and such early termination payment is expected to be substantial. OneWater Inc. will be dependent on OneWater LLC to make distributions to OneWater Inc. in an amount sufficient to cover OneWater Inc.’s obligations under the Tax Receivable Agreement.

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The following diagram indicates our simplified ownership structure immediately following this offering and the transactions related thereto (assuming that the underwriters’ option to purchase additional shares is not exercised):


(1) Consists of Legacy Owners that will continue to own OneWater LLC units.
(2) In connection with the Reorganization, the Exchanging Owners will directly or indirectly contribute all of their OneWater LLC Units to OneWater Inc. in exchange for shares of Class A Common Stock.

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Our Legacy Owners

Upon completion of this offering, the Legacy Owners will initially own           OneWater LLC Units, and           shares of Class A common stock, representing approximately           % of the voting power of the Company (or          % if the underwriters exercise their option to purchase additional shares in full), and           shares of Class B common stock, representing approximately          % of the voting power of the Company (or    % if the underwriters exercise their option to purchase additional shares in full). For more information on our corporate reorganization and the ownership of our common stock by our principal stockholders, see “Corporate Reorganization.”

Summary Risk Factors

Investing in our Class A common stock involves risks. You should read carefully the section of this prospectus entitled “Risk Factors” beginning on page 22 for an explanation of these risks before investing in our Class A common stock. In particular, the following considerations may offset our competitive strengths or have a negative effect on our strategy or operating activities, which could cause a decrease in the price of our Class A common stock and a loss of all or part of your investment.

General economic conditions and consumer spending patterns can have a material adverse effect on our business, financial condition, and results of operations.
The availability and costs of borrowed funds can adversely affect our ability to obtain adequate boat inventory, the ability and willingness of our customers to finance boat purchases, and our ability to fund future acquisitions.
Failure to implement strategies to enhance our performance could have a material adverse effect on our business and financial condition.
Our success depends, in part, on our ability to continue to make successful acquisitions at attractive or fair prices and to integrate the operations of acquired dealer groups and each dealer group we acquire in the future.
We are required to obtain the consent of our manufacturers prior to the acquisition of other dealer groups.
Our failure to successfully order and manage our inventory to reflect consumer demand and to anticipate changing consumer preferences and buying trends could have a material adverse effect on our business, financial condition and results of operations.
OneWater Inc. is a holding company. OneWater Inc.’s only material asset after completion of this offering will be its equity interest in OneWater LLC, and OneWater Inc. will accordingly be dependent upon distributions from OneWater LLC to pay taxes, make payments under the Tax Receivable Agreement and cover OneWater Inc.’s corporate and other overhead expenses.
We have identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls.
If we fail to remediate the material weakness in our internal control over financial reporting, or experience any additional material weaknesses in the future or otherwise fail to develop or maintain an effective system of internal controls in the future, we may not be able to accurately report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our Class A common stock.
The Legacy Owners will own a significant amount of our voting stock, and their interests may conflict with those of our other stockholders.
In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, OneWater Inc. realizes in respect of the tax attributes subject to the Tax Receivable Agreement.

See “Risk Factors” immediately following this prospectus summary for a more thorough discussion of these and other risks and uncertainties we face.

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Emerging Growth Company Status

As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include:

We are required to have only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure;
We are not required to engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);
We are not required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
We are not required to submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay,” “say-on-frequency” and “say-on-golden parachutes”; and
We are not required to disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.

We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the completion of this offering or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company upon the earliest of: (i) the last day of the first fiscal year in which our annual gross revenues are $1.07 billion or more; (ii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iii) the date on which we are deemed to be a “large accelerated filer,” which will occur as of the end of any fiscal year in which we (x) have an aggregate market value of our common stock held by non-affiliates of  $700 million or more as of the last business day of our most recently completed second fiscal quarter, (y) have been required to file annual and quarterly reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for a period of at least 12 months and (z) have filed at least one annual report pursuant to the Exchange Act.

We have elected to take advantage of the reduced disclosure obligations listed above in this prospectus, and may elect to take advantage of other reduced reporting requirements in future filings. In particular, we have elected to adopt the reduced disclosure with respect to our executive compensation disclosure. As a result of this election, the information that we provide stockholders may be different than you might get from other public companies.

The JOBS Act permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for private companies. Our election to use the transition periods permitted by this election may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the extended transition periods permitted under the JOBS Act and who will comply with new or revised financial accounting standards. If we were to subsequently elect instead to comply with public company effective dates, such election would be irrevocable pursuant to the JOBS Act.

For additional descriptions of the qualifications and other requirements applicable to emerging growth companies and certain elections that we have made due to our status as an emerging growth company, see “Risk Factors—Risks Related to this Offering and Our Class A Common Stock—For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.”

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Our Offices

Our principal executive offices are located at 6275 Lanier Islands Parkway, Buford, GA 30518, and our telephone number at that address is 678-541-6300. Our website address is www.onewatermarine.com. Information contained on our website does not constitute part of this prospectus.

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The Offering

Issuer
OneWater Marine Inc.
Class A common stock offered by us
         shares.
Option to purchase additional shares of Class A common stock
The underwriters have the option to purchase up to an aggregate of           additional shares of Class A common stock from us at the initial public offering price, less the underwriting discount and commissions. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.
Class A common stock to be outstanding immediately after completion of this offering
       shares (       shares if the underwriters’ option to purchase additional shares is exercised in full).
Class B common stock to be outstanding immediately after completion of this offering
       shares (       shares if the underwriters’ option to purchase additional shares of Class A common stock is exercised in full), all of which will be owned by the OneWater Unit Holders. Class B shares do not have economic rights. In connection with any redemption of OneWater LLC Units pursuant to the Redemption Right or our Call Right, the corresponding number of shares of Class B common stock will be cancelled.
Voting power of Class A common stock after giving effect to this offering
       % (       % if the underwriters’ option to purchase additional shares of Class A common stock is exercised in full).
Voting power of Class B common stock after giving effect to this offering
       % (       % if the underwriters’ option to purchase additional shares of Class A common stock is exercised in full).
Voting rights
Each share of our Class A common stock entitles its holder to one vote on all matters to be voted on by stockholders generally. Each share of our Class B common stock entitles its holder to one vote on all matters to be voted on by stockholders generally. Holders of our Class A common stock and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or by our amended and restated certificate of incorporation. See “Description of Capital Stock.”
Use of proceeds
We expect to receive approximately $       million of net proceeds from the sale of Class A common stock offered by us after deducting underwriting discounts and estimated offering expenses payable

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by us ($       million of net proceeds if the underwriters’ option to purchase additional shares of Class A common stock is exercised in full).

We intend to contribute the net proceeds of this offering received by us to OneWater LLC in exchange for OneWater LLC Units. OneWater LLC will use the net proceeds, together with cash on hand and borrowings under the GS/BIP Credit Facility (as defined herein), to redeem the Opco Preferred Units held by Goldman and Beekman. Please see “Use of Proceeds.”

Conflicts of Interest
Goldman and one of its affiliates will receive 5% or more of the net proceeds of this offering by reason of the redemption of the Opco Preferred Units. Accordingly, Goldman is deemed to have a “conflict of interest” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and this offering will be conducted in accordance with Rule 5121. See “Underwriting (Conflicts of Interest).”
Dividend policy
We currently anticipate that we will retain all future earnings, if any, to finance the growth and development of our business. We do not intend to pay cash dividends in the foreseeable future.
Redemption Rights of OneWater Unit
Holders
Under the OneWater LLC Agreement, each OneWater Unit Holder will, subject to certain limitations, have the right, pursuant to the Redemption Right, to cause OneWater LLC to acquire all or a portion of its OneWater LLC Units for, at OneWater LLC’s election, (i) shares of our Class A common stock at a redemption ratio of one share of Class A common stock for each OneWater LLC Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions or (ii) an equivalent amount of cash. Alternatively, upon the exercise of the Redemption Right, OneWater Inc. (instead of OneWater LLC) will have the right, pursuant to the Call Right, to acquire each tendered OneWater LLC Unit directly from the redeeming OneWater Unit Holder for, at its election, (x) one share of Class A common stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an equivalent amount of cash. In addition, OneWater Inc. has the right to require (i) upon the acquisition by OneWater Inc. of substantially all of the OneWater LLC Units, certain minority unitholders or (ii) upon a change of control of OneWater Inc., each OneWater Unit Holder (other than OneWater Inc.), to exercise its Redemption Right with respect to

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some or all of such unitholder’s OneWater LLC Units. In connection with any redemption of OneWater LLC Units pursuant to the Redemption Right or the Call Right, the corresponding number of shares of Class B common stock will be cancelled. See “Certain Relationships and Related Party Transactions—OneWater LLC Agreement.”

Tax Receivable Agreement
In connection with the closing of this offering, OneWater Inc. will enter into a Tax Receivable Agreement with certain of the OneWater Unit Holders which will generally provide for the payment by OneWater Inc. to each such OneWater Unit Holder of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax (computed using the estimated impact of state and local taxes) that OneWater Inc. actually realizes (or is deemed to realize in certain circumstances) in periods after this offering as a result of certain tax basis increases, and certain tax benefits attributable to imputed interest. OneWater Inc. will retain the benefit of the remaining 15% of these net cash savings. See “Risk Factors—Risks Related to this Offering and Our Class A Common Stock” and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”
Listing symbol
We have applied to list our Class A common stock on the Nasdaq Global Market under the symbol “ONEW.”
Risk Factors
You should carefully read and consider the information beginning on page 22 of this prospectus set forth under the heading “Risk Factors” and all other information set forth in this prospectus before deciding to invest in our Class A common stock.
Directed share program
The underwriters have reserved for sale at the initial public offering price up to 5.0% of the shares of Class A common stock being offered by this prospectus for sale to our employees, executive officers, directors, business associates and related persons who have expressed an interest in purchasing common stock in this offering. We do not know if these persons will choose to purchase all or any portion of these reserved shares, but any purchases they make will reduce the number of shares available to the general public. Please see “Underwriting (Conflicts of Interest).”

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Summary Historical and Pro Forma Consolidated Financial and Operating Data

OneWater Inc. was incorporated on April 3, 2019 and does not have historical financial operating results. The following table presents the summary historical and certain pro forma financial data and other data for OneWater LLC, the accounting predecessor of OneWater Inc., and its subsidiaries. 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 “Use of Proceeds,” “Selected Historical Consolidated Financial Data,” “Unaudited Pro Forma Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Corporate Reorganization” and our consolidated financial statements and related notes included elsewhere in this prospectus.

The summary historical financial data as of and for the years ended September 30, 2018 and 2017 was derived from the audited historical financial statements included elsewhere in this prospectus. The summary historical financial data as of June 30, 2019 and for the nine months ended June 30, 2019 and 2018 was derived from the unaudited historical financial statements included elsewhere in this prospectus. Our summary historical financial data as of June 30, 2018 was derived from our unaudited historical financial statements not included in this prospectus. The unaudited historical financial statements were prepared on a basis consistent with that used in preparing our audited consolidated financial statements and include all adjustments, consisting of normal and recurring items, that we consider necessary for a fair presentation of our financial position and results of operations for the unaudited periods.

The summary unaudited pro forma consolidated statement of operations data for the year ended September 30, 2018 and the nine months ended June 30, 2019 present our consolidated results of operations after giving effect to (i) the Reorganization, including this offering, as described under “Corporate Reorganization,” as if such transactions occurred on October 1, 2017, (ii) the use of the estimated net proceeds to us from this offering, as described under “Use of Proceeds” and (iii) a provision for corporate income taxes on the income attributable to OneWater Inc. at an effective rate of       % for the nine months ended June 30, 2019 and       % for the fiscal year ended September 30, 2018, inclusive of all U.S. federal, state and local income taxes (collectively, the “pro forma adjustments”). The unaudited pro forma consolidated balance sheet as of June 30, 2019 gives effect to the pro forma adjustments, including this offering, as if the same had occurred on June 30, 2019. The pro forma adjustments are based on available information and upon assumptions that our management believes are reasonable in order to reflect their impact, on a pro forma basis, on the historical financial information of OneWater LLC. The summary unaudited pro forma consolidated financial information is included for informational purposes only and does not purport to reflect the results of operations or financial position of OneWater Inc. that would have occurred had OneWater Inc. been in existence or operated as a public company or otherwise during the periods presented. The unaudited pro forma consolidated financial information should not be relied upon as being indicative of our results of operations or financial position had the described transactions occurred on the dates assumed. The unaudited pro forma consolidated financial information also does not project our results of operations or financial position for any future period or date.

 
Historical OneWater LLC
Pro Forma OneWater Inc.(1)
 
Nine Months
Ended June 30,
Years Ended
September 30,
Nine Months
Ended
June 30, 2019
Year Ended
September 30,
2018
 
2019
2018
2018
2017
 
(in thousands, except share, per share and store amounts)
 
(unaudited)
 
 
(unaudited)
Consolidated Statement of Operations Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
$
561,648
 
$
445,470
 
$
602,805
 
$
391,483
 
 
 
 
 
 
 
Costs of sales
 
435,873
 
 
345,387
 
 
465,151
 
 
305,782
 
 
 
 
 
 
 
Selling, general and administrative
 
83,889
 
 
65,280
 
 
91,297
 
 
65,351
 
 
 
 
 
 
 
Depreciation and amortization
 
1,884
 
 
1,112
 
 
1,685
 
 
1,055
 
 
 
 
 
 
 
Gain on settlement of contingent consideration
 
(1,674
)
 
 
 
 
 
 
 
 
 
 
 
 
Operating income (loss)
 
41,676
 
 
33,691
 
 
44,672
 
 
19,294
 
 
 
 
 
 
 

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Historical OneWater LLC
Pro Forma OneWater Inc.(1)
 
Nine Months
Ended June 30,
Years Ended
September 30,
Nine Months
Ended
June 30, 2019
Year Ended
September 30,
2018
 
2019
2018
2018
2017
 
(in thousands, except share, per share and store amounts)
 
(unaudited)
 
 
(unaudited)
Other (income) expense
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense – floor plan
 
6,730
 
 
3,813
 
 
5,534
 
 
2,686
 
 
 
 
 
 
 
Interest expense – other
 
4,391
 
 
2,743
 
 
3,836
 
 
2,266
 
 
 
 
 
 
 
Transaction costs(2)
 
1,161
 
 
217
 
 
438
 
 
327
 
 
 
 
 
 
 
Change in fair value of warrants
 
(2,773
)
 
26,958
 
 
33,187
 
 
18,057
 
 
 
 
 
 
 
Other (income) expense(3)
 
(73
)
 
(3
)
 
(269
)
 
217
 
 
 
 
 
 
 
Net income (loss)
$
32,240
 
$
(37
)
$
1,946
 
$
(4,258
)
 
 
 
 
 
 
Less: Net income attributable to non-controlling interest
 
1,317
 
 
646
 
 
830
 
 
13
 
 
 
 
 
 
 
Net income (loss) attributable to OneWater LLC and OneWater Inc.
$
30,923
 
$
(683
)
$
1,116
 
$
(4,272
)
 
 
 
 
 
 
Pro Forma Per Share Data(4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pro forma net income (loss)
 
 
 
 
 
 
 
 
 
 
 
 
$
$
Pro forma net income (loss) per share
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
 
 
 
 
 
 
 
 
 
 
 
$
$
Diluted
 
 
 
 
 
 
 
 
 
 
 
 
$
$
Pro forma weighted average shares outstanding
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated Statement of Cash Flows Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash flows provided by (used in) operating activities
$
(23,974
)
$
(1,416
)
$
(4,654
)
$
6,514
 
 
 
Cash flows provided by (used in) investing activities
 
(7,988
)
 
(18,430
)
 
(23,920
)
 
(23,304
)
 
 
Cash flows provided by financing activities
 
41,690
 
 
29,613
 
 
34,257
 
 
16,993
 
 
 
Other Financial Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures(5)
$
5,913
 
$
4,645
 
$
10,135
 
$
4,112
 
 
 
Adjusted EBITDA(6)
$
35,156
 
$
30,990
 
$
40,823
 
$
17,664
 
 
 
Number of stores
 
60
 
 
53
 
 
53
 
 
45
 
 
 
Same-store sales growth
 
9.5
%
 
24.1
%
 
22.2
%
 
 
 
 
 
Consolidated Balance Sheet Data (at end of period):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total assets
$
514,031
 
$
364,858
 
$
375,360
 
$
258,347
 
$
 
Long-term debt (including current portion)
 
74,824
 
 
40,759
 
 
41,845
 
 
27,285
 
 
 
Total liabilities
 
393,072
 
 
263,724
 
 
274,339
 
 
158,578
 
 
 
Redeemable preferred equity interest
 
84,230
 
 
79,282
 
 
79,965
 
 
71,695
 
 
 
Total members’ equity
 
36,729
 
 
21,851
 
 
21,056
 
 
28,074
 
 
 
(1) Pro forma figures give effect to the transactions, including this offering, described under “Unaudited Pro Forma Consolidated Financial Information.” Please see “Unaudited Pro Forma Consolidated Financial Information” for a detailed presentation of the unaudited pro forma information, including a description of the transactions and assumptions underlying the pro forma adjustments.
(2) Consists of transaction costs related to the acquisitions made in the corresponding period.
(3) Other (income) expense was primarily attributable to insurance proceeds related to hurricane related claims received during 2019 and 2018.
(4) Pro forma net income (loss), Pro forma net income (loss) per share and Pro forma weighted average shares outstanding reflect the estimated number of shares of common stock we expect to have outstanding upon the completion of our corporate reorganization described under “—Corporate Reorganization” and this offering. The pro forma data also excludes (i) the redeemable preferred equity interest of $8.3 million and $6.7 million and the change in fair value of warrant liability of $33.2 million and $18.1 million for the fiscal years ended September 30, 2018 and 2017, respectively, and (ii) the redeemable preferred equity interest of $4.5 million and $4.0 million and the change in fair value of warrant liability of $(2.8) million and $27.0 million for the nine months ended June 30, 2019 and 2018, respectively, as we expect to redeem the Opco Preferred Units and as the holders of the LLC Warrants will exercise such LLC Warrants in connection with this offering. The pro forma data includes additional pro forma income tax expense of $      million and $      million for the nine months ended June 30, 2019 and the fiscal year ended September 30, 2018, respectively, associated with the income tax effects of the Reorganization described under “—Corporate Reorganization.” OneWater Inc. is a corporation and is subject to U.S. federal

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income tax. Our predecessor, OneWater LLC, was not subject to U.S. federal income tax at an entity level. As a result, the consolidated and combined net income in our historical financial statements does not reflect the tax expense we would have incurred if we were subject to U.S. federal income tax at an entity level during such periods.

(5) Includes (i) $6.9 million for growth capital expenditures and $3.2 million for maintenance capital expenditures for fiscal year 2018, compared to $1.5 million and $2.6 million, respectively, for fiscal year 2017 and (ii) $1.9 million for growth capital expenditures and $4.0 million for maintenance capital expenditures for the nine months ended June 30, 2019, compared to $3.2 million and $1.4 million, respectively, for the nine months ended June 30, 2018.
(6) 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 “—Non-GAAP Financial Measure” below.

Non-GAAP Financial Measure

Adjusted EBITDA

Adjusted EBITDA is not a measure of net income as determined by GAAP. Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. We define Adjusted EBITDA as net income (loss) before interest expense – other, income taxes, depreciation and amortization and other (income) expense, further adjusted to eliminate the effects of items such as the change in the fair value of warrants and transaction costs.

Our board of directors, management team and lenders use Adjusted EBITDA to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization) and other items (such as the fair value adjustment of the warrants and transaction costs) that impact the comparability of financial results from period to period. We present Adjusted EBITDA because we believe it provides useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP. Adjusted EBITDA is not a financial measure presented in accordance with GAAP. We believe that the presentation of this non-GAAP financial measure will provide useful information to investors and analysts in assessing our financial performance and results of operations across reporting periods by excluding items we do not believe are indicative of our core operating performance. Net income (loss) is the GAAP measure most directly comparable to Adjusted EBITDA. Our non-GAAP financial measure should not be considered as an alternative to the most directly comparable GAAP financial measure. You are encouraged to evaluate each of these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in such presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the presentation of Adjusted EBITDA in the future, and any such modification may be material. Adjusted EBITDA has important limitations as an analytical tool and you should not consider Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA may be defined differently by other companies in our industry, our definition of this non-GAAP financial measure may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.

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The following table presents a reconciliation of Adjusted EBITDA to the GAAP financial measure of net income (loss) for the years ended September 30, 2018 and 2017 and the nine months ended June 30, 2019 and 2018.

 
Nine Months Ended June 30,
Years Ended September 30,
 
2019
2018
2018
2017
 
(in thousands)
 
(unaudited)
 
 
Net income (loss)
$
32,240
 
$
(37
)
$
1,946
 
$
(4,258
)
Interest expense – other
 
4,391
 
 
2,743
 
 
3,836
 
 
2,266
 
Income taxes
 
 
 
 
 
 
 
 
Depreciation and amortization
 
1,884
 
 
1,112
 
 
1,685
 
 
1,055
 
Change in fair value of warrant(1)
 
(2,773
)
 
26,958
 
 
33,187
 
 
18,057
 
Gain on settlement of contingent consideration
 
(1,674
)
 
 
 
 
 
 
Transaction costs(2)
 
1,161
 
 
217
 
 
438
 
 
327
 
Other (income) expense(3)
 
(73
)
 
(3
)
 
(269
)
 
217
 
Adjusted EBITDA
$
35,156
 
$
30,990
 
$
40,823
 
$
17,664
 
(1) Represents the non-cash expense recognized during the period for the change in the fair value of the LLC Warrants held by Goldman and Beekman, which are accounted for as liabilities on our balance sheet.
(2) Consists of transaction costs related to the acquisitions completed in the corresponding period, as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
(3) Other (income) expense was primarily attributable to insurance proceeds related to hurricane related claims received during 2019 and 2018.

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RISK FACTORS

Investing in our Class A common stock involves risks. You should carefully consider the information in this prospectus, including the matters addressed under “Cautionary Note Regarding Forward-Looking Statements” and the following risks before making an investment decision. Our business, financial condition and results of operations could be materially adversely affected by any of these risks or uncertainties. The trading price of our Class A common stock could decline due to any of these risks, and you may lose all or part of your investment.

Risks Related to Our Business

General economic conditions and consumer spending patterns can have a material adverse effect on our business, financial condition, and results of operations.

General economic conditions, including changes in employment levels, consumer demand, preferences and confidence levels, the availability and cost of credit, fuel prices, levels of discretionary personal income, interest rates, periods of economic or political instability, and consumer spending patterns, can negatively impact our operating results. Unfavorable local, regional, national, or global economic developments or uncertainties regarding future economic prospects could reduce or defer consumer spending in the markets we serve and adversely affect our business. Consumer spending, including that of high net worth individuals, on discretionary goods may also decline as a result of political uncertainty and instability, even if prevailing economic conditions are generally favorable. Economic conditions in areas in which we operate stores, particularly the Southeast and Gulf Coast regions in which we generated approximately 68% and 81% of our revenue during fiscal 2018 and 2017, respectively, could have a major impact on our operations. Local influences, such as corporate downsizing, inclement weather such as hurricanes or other storms, environmental conditions, and specific events, such as Hurricanes Florence and Michael in 2018, also could adversely affect, and in certain instances have adversely affected, our operations in certain markets.

In an economic downturn, consumer discretionary spending levels generally decline, at times resulting in disproportionately large reductions in the sale of discretionary goods. Consumer spending on discretionary goods also may decline as a result of lower consumer confidence levels, even if prevailing economic conditions are favorable. Our business was significantly impacted during the recessionary period that began in 2007, and this period of weakness in consumer spending and depressed economic conditions had a substantial negative effect on our operating results. In response to these conditions we reduced our inventory purchases, closed certain stores and reduced headcount. Although we have expanded our operations and increased our focus on pre-owned sales, parts and repair services and F&I products, during periods of stagnant or modestly declining industry trends, the cyclical nature of the recreational boating industry or the lack of industry growth could lead to oversupply and weak demand, which could materially adversely affect our business, financial condition, or results of operations in the future. Any period of adverse economic conditions or low consumer confidence could have a negative effect on our business.

The availability and costs of borrowed funds can adversely affect our ability to obtain adequate boat inventory, the ability and willingness of our customers to finance boat purchases, and our ability to fund future acquisitions.

The availability and costs of borrowed funds can adversely affect our ability to obtain and maintain adequate boat inventory and the holding costs of that inventory, the ability and willingness of our customers to finance boat purchases, and our ability to fund future acquisitions.

OneWater LLC and certain of its subsidiaries are parties to the Fourth Amended and Restated Inventory Financing Agreement with Wells Fargo Commercial Distribution Finance, LLC and various lender parties thereto (as amended, the “Inventory Financing Facility”), which consists of uncommitted inventory floorplan financing of up to $292.5 million as of June 30, 2019. The Inventory Financing Facility has a maturity date of June 14, 2020, with automatic yearly renewals. As of September 30, 2018 and June 30, 2019, we had an aggregate of $157.5 million and $235.0 million, respectively, outstanding under the Inventory Financing Facility. We rely on the Inventory Financing Facility to purchase and maintain our inventory of boats. The collateral for the Inventory Financing Facility consists primarily of our inventory

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that is financed through the Inventory Financing Facility and related assets, including accounts receivable, bank accounts, and proceeds of the foregoing, and excludes the collateral that underlies the GS/BIP Credit Facility (as defined below).

Additionally, OneWater LLC and certain of its subsidiaries entered into a Credit and Guaranty Agreement with OWM BIP Investor, LLC, as a lender, Goldman Sachs Specialty Lending Group, L.P., as a lender, administrative agent and collateral agent, and various lender parties thereto (as amended, the “GS/BIP Credit Facility,” and together with the Inventory Financing Facility, our “Credit Facilities”), which consists of an up to $60.0 million multi-draw term loan facility and a $5.0 million revolving line of credit. The GS/BIP Credit Facility has a maturity date of October 28, 2021. As of September 30, 2018, we had $28.6 million outstanding under the multi-draw term loan and no amount outstanding under the revolving line of credit. As of June 30, 2019, we had $58.0 million outstanding under the multi-draw term loan and no amount outstanding under the revolving line of credit.

As of June 30, 2019, we were in compliance with all of the covenants under the Credit Facilities. Our additional available borrowings under the Credit Facilities were approximately $64.5 million based upon the outstanding borrowings and maximum facility amounts.

Our ability to borrow under the Credit Facilities depends on our ability to continue to satisfy our covenants and other obligations under the Credit Facilities. In particular, our ability to borrow under our Inventory Financing Facility depends on the ability of our manufacturers to be approved vendors under our Inventory Financing Facility. The aging of our inventory limits our borrowing capacity as defined curtailments under the Inventory Financing Facility reduce the allowable advance rate as our inventory ages. Depressed economic conditions, weak consumer spending, turmoil in the credit markets, and lender difficulties, among other potential reasons, could interfere with our ability to maintain compliance with our debt covenants and to utilize the Credit Facilities to fund our operations. Accordingly, under such circumstances, it may be necessary for us to close stores, further reduce our expense structure, liquidate inventory below cost to free up capital, or modify the covenants with our lenders. Any inability to utilize the Credit Facilities or the acceleration of amounts owed, resulting from a covenant violation, insufficient collateral, or lender difficulties, could require us to seek other sources of funding to repay amounts outstanding under the Credit Facilities or replace or supplement the Credit Facilities, which may not be possible at all or under commercially reasonable terms.

The interest rate on our Inventory Financing Facility for new boats is calculated using the one-month LIBOR rate plus an applicable margin of 2.75% to 5.00% depending on the amount of days the boat has been in inventory. Interest on used boats is calculated at the new boat rate plus 0.25%. These variable interest rates under our Inventory Financing Facility will fluctuate with changing market conditions and, accordingly, our interest expense will increase as interest rates rise. Accordingly, a significant increase in interest rates could have a material adverse effect on our operating results. The United Kingdom’s Financial Conduct Authority, which regulates LIBOR, has announced that it intends to stop encouraging or requiring banks to submit rates for the calculation of LIBOR rates after 2021, and it is unclear if LIBOR will cease to exist or if new methods of calculating LIBOR will evolve. If LIBOR ceases to exist or if the methods of calculating LIBOR change from their current form, interest rates on our current or future debt obligations may be adversely affected.

Similarly, decreases in the availability of credit and increases in the cost of credit could adversely affect the ability of our customers to purchase boats from us and thereby adversely affect our ability to sell our products and impact the profitability of our finance and insurance activities. For example, tight credit conditions during each fiscal year beginning with fiscal 2008 and continuing through fiscal 2011 adversely affected the ability of customers to finance boat purchases, which had a negative effect on our operating results.

Before or concurrent with the closing of this offering, we expect to refinance the GS/BIP Credit Facility to, among other things, increase the amount we may borrow under such facility, permit the transactions contemplated by this offering, and ensure that OneWater LLC will be permitted to make pro rata cash distributions to the OneWater Unit Holders, including OneWater Inc., in an amount sufficient to

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allow OneWater Inc. to pay its taxes and to make payments under the Tax Receivable Agreement. We expect the restrictions on dividends and distributions contained in the new facility to be otherwise substantially consistent with the GS/BIP Credit Facility.

Failure to implement strategies to enhance our performance could have a material adverse effect on our business and financial condition.

We are increasing our efforts to grow our repair and maintenance services, parts and accessories, and financing and insurance businesses to better serve our customers and thereby increase revenue and improve profitability as a result of these comparatively higher margin businesses. These efforts are designed to increase our revenue and reduce our dependence on the sale of new and pre-owned boats. In addition, we are pursuing strategic acquisitions to capitalize upon the consolidation opportunities in the highly fragmented recreational boat dealer industry by acquiring additional dealer groups and related operations and improving their performance and profitability through the implementation of our operating strategies. These business initiatives have required, and will continue to require, us to add personnel, invest capital, enter businesses or geographic regions in which we do not have extensive experience, and encounter substantial competition. As a result, our strategies to enhance our performance may not be successful and we may increase our expenses or write off such investments if not successful.

Our success depends, in part, on our ability to continue to make successful acquisitions at attractive or fair prices and to integrate the operations of acquired dealer groups and each dealer group we acquire in the future.

Since the beginning of fiscal year 2016, we have acquired 13 recreational boat dealer groups. Additionally, we actively evaluate and pursue acquisitions on an ongoing basis, and our pipeline of potential acquisitions over the next 24 months currently includes four to eight dealer groups. Each acquired dealer group operated independently prior to our acquisition. Our success depends, in part, on our ability to continue to make successful acquisitions at attractive or fair prices that align with our culture and focus on customer service and to integrate the operations of acquired dealer groups, including centralizing certain functions to achieve cost savings and pursuing programs and processes that promote cooperation and the sharing of opportunities and resources among our stores. We may not be able to oversee the combined entity efficiently, realize anticipated synergies, or effectively implement our growth and operating strategies. To the extent that we successfully pursue our acquisition strategy, our resulting growth will place significant additional demands on our management and infrastructure. Our failure to successfully pursue our acquisition strategies or effectively operate the combined entity could have a material adverse effect on our rate of growth and operating performance.

We are required to obtain the consent of our manufacturers prior to the acquisition of other dealer groups.

In determining whether to approve acquisitions, manufacturers may consider many factors, including our financial condition and ownership structure. Manufacturers may also impose conditions on granting their approvals for acquisitions, including a limitation on the number of their dealers that we may acquire. Our ability to meet manufacturers’ requirements for approving future acquisitions will have a direct bearing on our ability to complete acquisitions and effect our growth strategy. There can be no assurance that a manufacturer will not terminate its dealer agreement, refuse to renew its dealer agreement, refuse to approve future acquisitions, or take other action that could have a material adverse effect on our acquisition program.

Our growth strategy also entails expanding our product lines and geographic scope by obtaining additional distribution rights from our existing and new manufacturers. We may not be able to secure additional distribution rights or obtain suitable alternative sources of supply if we are unable to obtain such distribution rights. The inability to expand our product lines and geographic scope by obtaining additional distribution rights could have a material adverse effect on the growth and profitability of our business.

Boat manufacturers exercise control over our business.

We depend on our dealer agreements, which generally provide for renewable, one-year terms. Through dealer agreements, boat manufacturers exercise control over their dealers, restrict them to specified locations, and retain approval rights over changes in management and ownership, among other

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things. The continuation of our dealer agreements with most manufacturers depends upon, among other things, our achieving stated performance goals for customer satisfaction ratings and market share penetration in the market served by the applicable dealer group. Failure to meet performance goals and other conditions set forth in any existing or new dealer agreement could have various consequences, including the following:

the termination or nonrenewal of the dealer agreement;
the imposition of additional conditions in subsequent dealer agreements;
limitations on boat inventory allocations;
reductions in reimbursement rates for warranty work performed by the dealer;
loss of certain manufacturer-to-dealer incentives;
denial of approval of future acquisitions; or
the loss of exclusive rights to sell in the geographic territory.

These events could have a material adverse effect on our product availability, competitive position and financial performance.

The failure to receive rebates and other manufacturer incentives on inventory purchases or retail sales could substantially reduce our margins.

We rely on manufacturers’ programs that provide incentives for dealers to purchase and sell particular boat makes and models or for consumers to buy particular boat makes or models. Any eliminations, reductions, limitations, or other changes relating to rebate or incentive programs that have the effect of reducing the benefits we receive, whether relating to the ability of manufacturers to pay or our ability to qualify for such incentive programs, could increase the effective cost of our boat purchases, reduce our margins and competitive position, and have a material adverse effect on our financial performance.

Increases in fuel prices may adversely affect our business.

All of the recreational boats we sell are powered by gasoline or diesel engines. Consequently, a significant increase in the price or tax on the sale of fuel on a regional or national basis could have a material adverse effect on our sales and operating results. Increases in fuel prices (such as those that occurred during fiscal 2008) negatively impact boat sales. The price of or tax on fuels may significantly increase in the future, adversely affecting our business.

Our sales may be adversely affected by a material increase in interest rates and adverse changes in fiscal policy or credit market conditions.

Over the past several years, our economy has been positively impacted by historically unprecedented low interest rates. Such interest rates are driven by the policies of the Federal Reserve System. Although interest rates rose in 2018, there can be no assurance as to what actions the Federal Reserve System will take in the remainder of 2019 and beyond. Any change in interest rates or the market expectation of such change may result in significantly higher long-term interest rates.

Given that we sell products that are often financed, a material increase in interest rates and adverse changes in fiscal policy or credit market conditions may negatively impact our customers’ ability or desire to purchase our products. In addition, such an increase or adverse change could reduce the availability or increase the costs of obtaining new debt and refinancing existing indebtedness or negatively impact the market price of our common stock.

The availability of boat insurance is critical to our success.

The ability of our customers to secure reasonably affordable boat insurance that is satisfactory to lenders that finance our customers’ purchases is critical to our success. Historically, affordable boat insurance has been available. However, as a severe storm approaches land, insurance providers cease

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underwriting until the storm has passed. This loss of insurance prevents or delays lenders from lending. As a result, sales of boats can be temporarily halted making our revenue difficult to predict and causing sales to be delayed or potentially cancelled. Any difficulty of customers to obtain affordable boat insurance could impede boat sales and adversely affect our business.

Other recreational activities, poor industry perception, real or perceived human health or safety risks, changing consumer attitudes and environmental conditions can adversely affect the levels of boat purchases.

Other recreational activities, poor industry perception, real or perceived human health or safety risks, changing consumer attitudes and environmental conditions can adversely affect the levels of boat purchases. Demand for our products can be adversely affected by competition from other activities that occupy consumers’ time, including other forms of recreation as well as religious, cultural and community activities. In addition, real or perceived human health or safety risks from engaging in outdoor activities generally or boating activities specifically could deter consumers from purchasing our products. Local environmental conditions in the areas in which we operate stores could also adversely affect the levels of boat purchases, including adverse weather conditions or natural disasters. Changing trends and attitudes toward large discretionary purchases on the part of younger consumers in particular, who may prefer to share or borrow a boat rather than incur the expense of ownership, may impact our future sales. Further, as a seller of high-end consumer products, we must compete for discretionary spending with a wide variety of other recreational activities and consumer purchases. In addition, perceived hassles of boat ownership and customer service and customer education throughout the retail boat industry, which has traditionally been perceived to be relatively poor, represent impediments to boat purchases.

Unforeseen expenses, difficulties, and delays frequently encountered in connection with expansion through acquisitions could inhibit our growth and negatively impact our profitability.

Our growth strategy of acquiring additional recreational boat dealer groups involves significant risks. This strategy entails reviewing and potentially reorganizing acquired business operations, corporate infrastructure and systems, and financial controls. Unforeseen expenses, difficulties, and delays frequently encountered in connection with rapid expansion through acquisitions could inhibit our growth and negatively impact our profitability. We may be unable to identify suitable acquisition candidates or to complete the acquisitions of candidates that we identify. Increased competition for acquisition candidates or increased asking prices by acquisition candidates may increase purchase prices for acquisitions to levels beyond our financial capability or to levels that would not result in expected returns required by our acquisition criteria to be in the best interest of stockholders. Acquisitions also may become more difficult or less attractive in the future as we acquire more of the most attractive dealer groups that best align with our culture and focus on customer service. In addition, we may encounter difficulties in integrating the operations of acquired dealer groups with our own operations, in retaining employees, in retaining and maintaining relationships with customers, suppliers, or other business contacts, and in managing acquired dealer groups profitably without substantial costs, delays, or other operational or financial problems. As part of our growth strategy, we generally retain existing key staff, including senior management, when we complete an acquisition. There can be no assurance that we will be able to retain dealer groups’ key staff, including senior management, when we complete an acquisition in the future and failure to do so could adversely affect our businesses.

We may issue common or preferred stock and incur substantial indebtedness in making future acquisitions. The size, timing, and integration of any future acquisitions may cause substantial fluctuations in operating results from quarter to quarter. Consequently, operating results for any quarter may not be indicative of the results that may be achieved for any subsequent quarter or for a full fiscal year. These fluctuations could adversely affect the market price of our common stock.

Our ability to continue to grow through the acquisition of additional dealer groups will depend upon various factors, including the following:

the availability of suitable acquisition candidates at attractive purchase prices;
the ability to compete effectively for available acquisition opportunities;

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the availability of cash on hand, borrowed funds, common stock with a sufficient market price or other sources of financing to complete the acquisitions;
the ability to obtain any requisite manufacturer, governmental or other required approvals;
the ability to obtain approval of our lenders under our current credit agreements; and
the absence of one or more manufacturers attempting to impose unsatisfactory restrictions on us in connection with their approval of acquisitions.

As a part of our acquisition strategy, we frequently engage in discussions with various recreational boat dealer groups regarding their potential acquisition by us. In connection with these discussions, we and each potential acquisition candidate exchange confidential operational and financial information, conduct due diligence inquiries, and consider the structure, terms, and conditions of the potential acquisition. In certain cases, the prospective acquisition candidate agrees not to discuss a potential acquisition with any other party for a specific period of time, grants us an option to purchase the prospective dealer group for a designated price during a specific time period, and agrees to take other actions designed to enhance the possibility of the acquisition, such as preparing audited financial information and converting its accounting system to the system specified by us. Potential acquisition discussions frequently take place over a long period of time and involve difficult business integration and other issues, including in some cases management succession and related matters. As a result of these and other factors, a number of potential acquisitions that from time to time appear likely to occur do not result in binding legal agreements and are not consummated.

Our success depends to a significant extent on our manufacturers, and the loss of certain manufacturers could have an adverse effect on our business, financial condition, and results of operations.

We depend on our manufacturers for the sale of new boats. While no one single boat brand contributed more than 10% to our sales volume in fiscal year 2018, the largest new boat manufacturer that we purchased from contributed approximately 13.5% to our sales volume in fiscal year 2018 and new boats from our top ten manufacturers represented approximately 40.9% of our total sales volume. Any adverse change in the reputation, product development efforts, technological advancement, expansion of manufacturing capabilities, supply chain and third-party suppliers, and financial condition of our manufacturers and their respective brands, would have a substantial adverse impact on our business. Any difficulties encountered by our manufacturers resulting from economic, financial, or other factors could also adversely affect the quality and amount of new boats and products that they are able to supply to us and the services and support they provide to us.

Additionally, any interruption or discontinuance of the operations of our manufacturers, including bankruptcy or insolvency, could also cause us to experience shortfalls, disruptions, or delays with respect to new boats and inventory. We also enter into renewable annual dealer agreements with manufacturers, and there is no guarantee that we will be able to renew such dealer agreements in the future. We may not be able to easily replace the loss of certain manufacturers or brands, including at the necessary quantity, quality or price, and the loss of certain manufacturers or brands may therefore have an adverse material effect on our business, results of operations and financial condition.

Our growth strategy may require us to secure significant additional capital, the amount of which will depend upon the size, timing, and structure of future acquisitions and our working capital and general corporate needs.

If we finance future acquisitions in whole or in part through the issuance of common stock or securities convertible into or exercisable for common stock, existing stockholders will experience dilution in the voting power of their common stock and earnings per share could be negatively impacted. The extent to which we will be able and willing to use our common stock for acquisitions will depend on the market value of our common stock and the willingness of potential sellers to accept our common stock as full or partial consideration. Our inability to use our common stock as consideration, to generate cash from operations, or to obtain additional funding through debt or equity financings in order to pursue our acquisition program could materially limit our growth.

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Any borrowings made to finance future acquisitions or for operations could make us more vulnerable to a downturn in our operating results, a downturn in economic conditions, or increases in interest rates on borrowings that are subject to interest rate fluctuations. If our cash flow from operations is insufficient to meet our debt service requirements, we could be required to sell additional equity securities, refinance our obligations, or dispose of assets in order to meet our debt service requirements. In addition, our credit arrangements contain financial covenants and other restrictions with which we must comply, including limitations on the incurrence of additional indebtedness. Adequate financing may not be available if and when we need it or may not be available on terms acceptable to us. The failure to obtain sufficient financing on favorable terms and conditions could have a material adverse effect on our growth prospects and our business, financial condition, and results of operations.

Our internal growth and operating strategies of opening new stores and offering new products involve risk.

In addition to pursuing growth by acquiring boat dealer groups, we intend to continue to pursue a strategy of growth through opening new stores and offering new products in our existing and new territories. Accomplishing these goals for expansion will depend upon a number of factors, including the following:

our ability to identify new markets in which we can obtain distribution rights to sell our existing or additional product lines;
our ability to lease or construct suitable facilities at a reasonable cost in existing or new markets;
our ability to hire, train, and retain qualified personnel;
the timely and effective integration of new stores into existing operations;
our ability to achieve adequate market penetration at favorable operating margins without the acquisition of existing dealer groups; and
our financial resources.

Our dealer agreements require manufacturer consent to open or change store locations that sell certain products. We may not be able to open and operate new store locations or introduce new product lines on a timely or profitable basis. Moreover, the costs associated with opening new store locations or introducing new product lines may adversely affect our profitability.

As a result of these growth strategies, we expect to continue to expend significant time and effort in opening and acquiring new store locations, improving existing store locations in our current markets, and introducing new products. Our systems, procedures, controls, and financial resources may not be adequate to support expanding operations. The inability to manage our growth effectively could have a material adverse effect on our business, financial condition, and results of operations.

Our planned growth also will impose significant added responsibilities on members of senior management and require us to identify, recruit, and integrate additional senior level managers. We may not be able to identify, hire, or train suitable additions to management.

Our business, as well as the entire recreational boating industry, is highly seasonal, with seasonality varying in different geographic markets.

Over the three-year period ended September 30, 2018, the average revenue for the quarterly periods ended December 31, March 31, June 30, and September 30 represented approximately 11%, 23%, 39%, and 27%, respectively, of our average annual revenue. With the exception of Florida, we generally realize significantly lower sales and higher levels of inventories, and related floor plan borrowings, in the quarterly periods ending December 31 and March 31. Revenue generated from our stores in Florida serves to offset generally lower winter revenue in our other states and enables us to maintain a more consistent revenue stream. The onset of the public boat and recreation shows in January stimulates boat sales and allows us to reduce our inventory levels and related floor plan borrowings throughout the remainder of the fiscal year. We also have various stores in the Northeast and Midwest region of the United States, which typically experience colder temperatures in the winter months. The impact of seasonality on our results of

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operations could be materially impacted based on the location of our acquisitions. For example, our operations could be substantially more seasonal if we acquire additional dealer groups that operate in colder regions of the United States, which are generally closed or experience lower volume in the winter months.

Our failure to successfully order and manage our inventory to reflect consumer demand and to anticipate changing consumer preferences and buying trends could have a material adverse effect on our business, financial condition and results of operations.

Our success depends upon our ability to successfully manage our inventory and to anticipate and respond to product trends and consumer demands in a timely manner. Our products appeal to consumers across a number of states who are, or could become, boat owners. The preferences of these consumers cannot be predicted with certainty and are subject to change. Further, the retail consumer industry, by its nature, is volatile and sensitive to numerous economic factors, including consumer preferences, competition, market conditions, general economic conditions and other factors outside of our control. We cannot predict consumer preferences with certainty, and consumer preferences often change over time. We typically order product several months in advance, although such orders are not binding until the merchandise is delivered to our stores. The extended lead times for many of our purchases may make it difficult for us to respond rapidly to new or changing product trends, increases or decreases in consumer demand or changes in prices. If we misjudge either the market for our products or our consumers’ purchasing habits in the future, our revenues may decline significantly and we may not have sufficient quantities of product to satisfy consumer demand or sales orders or we may be required to discount excess inventory, either of which could have a material adverse effect on our business, financial condition and results of operations.

Weather, natural disasters, adverse climate changes, and other environmental conditions may adversely impact our business and may not be adequately covered by our insurance.

Weather and environmental conditions may adversely impact our operating results. For example, drought conditions, reduced rainfall levels, excessive rain, natural disasters, and adverse climate changes, as well as other environmental conditions or hurricanes in the Gulf of Mexico and Atlantic Ocean, may force boating areas to close or render boating dangerous or inconvenient, thereby curtailing customer demand for our products. Such conditions may also result in physical damage to or closure of one or more of our facilities, inadequate work force in our markets, and disruption or reduction in the availability of products at our stores. In addition, unseasonably cool weather and prolonged winter conditions may lead to shorter selling seasons in certain locations. Many of our stores sell boats to customers for use on reservoirs, thereby subjecting our business to the continued viability of these reservoirs for boating use.

In addition, hurricanes, tornadoes, fires, floods and other natural disasters could result in the disruption of our operations and/or supply chain, including boat deliveries from manufacturers, or damage to our boat inventories and facilities as has been the case when the Southeast and Gulf Coast regions and other markets have been affected by hurricanes. Additionally, severe weather or other natural disasters could damage our on-site inventory at our stores or cause serious disruptions in the operations of our stores. We maintain hurricane and casualty insurance, subject to deductibles. While we traditionally maintain property and casualty insurance coverage for damage caused by severe weather or other natural disasters, there can be no assurance that such insurance coverage is adequate to cover losses that we may sustain as a result of severe weather or other natural disasters, such as damage from Hurricanes Florence and Michael in 2018.

We depend on our ability to attract and retain customers.

Our future success depends in large part upon our ability to attract and retain customers for our boat sales, repair and maintenance services, parts and accessories and F&I products. The extent to which we achieve growth in our customer base and retain existing customers materially influences our profitability. Any number of factors could affect our ability to grow and maintain our customer base. These factors include consumer preferences, the frequency with which customers utilize our products, repair and maintenance services and F&I products, general economic conditions, our ability to maintain our store

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locations, weather conditions, the availability of alternative services, protection plans, products and resources, significant increases in gasoline prices, the disposable income of consumers available for discretionary expenditures and the external perception of our brands. Any significant decline in our customer base, the growth of our customer base or the usage of our services, protection plans or products by our customers could have a material adverse effect on our business, financial condition and results of operations.

We face intense competition.

We operate in a highly competitive and fragmented environment. In addition to facing competition generally from recreation businesses seeking to attract consumers’ leisure time and discretionary spending dollars, the recreational boat industry itself is highly fragmented, resulting in intense competition for customers, quality products, boat show space, and suitable store locations. We rely to a certain extent on boat shows to generate sales. Our inability to participate in boat shows in our existing or targeted markets could have a material adverse effect on our business, financial condition, and results of operations.

We compete primarily with local boat dealers who own three or fewer stores, as well as with a limited number of larger operators, including MarineMax and Bass Pro Shops. With respect to sales of marine parts, accessories, and equipment, we compete with national specialty marine parts and accessory stores, online catalog retailers, sporting goods stores, and mass merchants. Competition among boat dealers is based primarily on the quality of available products, the price and value of the products, and attention to customer service. There is significant competition both within markets we currently serve and in new markets that we may enter. We compete in each of our markets with retailers of brands of boats and engines we do not sell in that market. In addition, several of our competitors, especially those selling marine equipment and accessories, are large national or regional chains that have substantial financial, marketing, and other resources. Private sales of pre-owned boats represent an additional source of competition.

Additional competitors, including boat clubs, may enter the businesses in which we currently operate or intend to expand. In particular, an increase in the number of aggregator and price comparison sites for our products may negatively impact our sales of these products. If any of our competitors successfully provides a broader, more efficient or attractive combination of services, protection plans, products and resources to our target customers, our business results could be materially adversely affected. Our inability to compete effectively with existing or potential competitors could have a material adverse effect on our business, financial condition and results of operations.

Due to various matters, including environmental concerns, permitting and zoning requirements, and competition for waterfront real estate, some markets in the United States have experienced an increased waiting list for marina and storage availability. In general, the markets in which we currently operate are not experiencing any unusual difficulties. However, marine retail activity could be adversely affected in markets that do not have sufficient marine and storage availability to satisfy demand.

A significant amount of our boat sales are from the Southeast and Gulf Coast regions.

Economic conditions, weather and environmental conditions, competition, market conditions, and any other adverse conditions impacting the Southeast and Gulf Coast regions of the United States, in which we generated approximately 68%, and 81% of our revenue during fiscal 2018 and 2017, respectively, could have a major impact on our operations.

We depend on income from financing, insurance, and extended service contracts.

A portion of our income results from referral fees derived from the placement or marketing of various F&I products, consisting of customer financing, insurance products, and extended service contracts, the most significant component of which is the participation and other fees resulting from our sale of customer financing contracts.

The availability of financing for our boat purchasers and the level of participation and other fees we receive in connection with such financing depend on the particular agreement between us and the lender

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and the current interest rate environment. Lenders may impose terms in their boat financing arrangements with us that may be unfavorable to us or our customers, resulting in reduced demand for our customer financing programs and lower participation and other fees. Laws or regulations may be enacted nationally or locally which could result in fees from lenders being eliminated or reduced, materially impacting our operating results. If customer financing becomes more difficult to secure, it may adversely impact our business.

Changes, including the lengthening of manufacturer warranties, may reduce our ability to offer and sell extended service contracts which may have a material adverse impact on our ability to sell F&I products. Moreover, these products are subject to complex federal and state laws and regulations. There can be no assurance that regulatory authorities in the jurisdictions in which these products are offered will not seek to regulate or restrict these products. Failure to comply with applicable laws and regulations could result in fines or other penalties including orders by state regulators to discontinue sales of the warranty products in one or more jurisdictions. Such a result could materially and adversely affect our business, results of operations and financial condition.

The Dodd-Frank Act established a consumer financial protection bureau with broad regulatory powers. Although boat dealers are generally excluded, the Dodd-Frank Act could lead to additional, indirect regulation of boat dealers through its regulation of other financial institutions which provide such financing to our customers.

The reduction of profit margins on sales of F&I products or the lack of demand for or the unavailability of these products could have a material adverse effect on our operating margins.

Our operations are dependent upon key personnel and team members.

Our success depends, in large part, upon our ability to attract, train, and retain qualified team members and executive officers, as well as the continuing efforts and abilities of team members and executive officers. Although we have employment agreements with certain of our executive officers and management succession plans, we cannot ensure that these or other executive personnel and team members will remain with us, or that our succession planning will adequately mitigate the risk associated with key personnel transitions. Expanding our operations may require us to add additional executive personnel and team members in the future. As a result of our decentralized operating strategy, we also rely on the management teams of our dealer groups. In addition, we likely will depend on the senior management of any significant businesses we acquire in the future. The loss of the services of one or more key employees before we are able to attract and retain qualified replacement personnel could adversely affect our business. Additionally, our ability to manage our personnel costs and operating expenses is subject to external factors such as unemployment levels, prevailing wage rates, healthcare and other benefit costs, changing demographics, and our reputation and relevance within the labor markets where we are located. Increases in the prevailing wage rates due to competitive market pressures or other factors could increase our personnel costs and operating expenses and have a material adverse effect on our business.

Manufacturer recall campaigns could adversely affect our business.

Manufacturer recall campaigns could adversely affect our new and pre-owned boat sales or customer residual trade-in valuations, could cause us to temporarily remove vehicles from our inventory, could force us to incur increased costs, and could expose us to litigation and adverse publicity related to the sale of recalled boats, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.

The products we sell or service may expose us to potential liability for personal injury, product liability or property damage claims relating to the use of those products.

Manufacturers of the products we sell generally maintain product liability insurance. We maintain third-party liability insurance with respect to the sale and servicing of boats and other watercrafts but do not maintain product liability insurance. We may therefore experience claims that are not covered by our insurance coverage. While we have not experienced material losses related to product liability, personal

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injury or property damage claims in the past, we could be exposed to such claims or losses in the future. The institution of any significant claims against us could subject us to damages, result in higher insurance costs, and harm our business reputation with potential customers.

If we cannot dispose of pre-owned boats acquired through our trade-in or direct purchase processes at prices that allow us to recover its costs, our profitability will be adversely affected.

The resale values of any pre-owned boats that we acquire through trade-ins or direct purchase may be lower than our estimates, which are based on expected retail sales prices. If the resale value of the pre-owned boats we acquire is lower than our estimates and/or we are not able to resell them timely or at all, it could have a material adverse effect on our business, results of operations and financial condition.

Additionally, certain pre-owned boats or other vehicles that we acquire through trade-ins may fail to meet our retail quality standards. Instead, we sell these units through a wholesale process. If the prices that we receive for our pre-owned boats sold in this process are not sufficient to cover the prices paid or credit given at trade-in for such pre-owned boats, it could have a material adverse effect on our business, results of operations and financial condition.

Adverse federal or state tax policies could have a negative effect on us.

Changes in federal and state tax laws, such as an imposition of luxury taxes on new boat purchases, increases in prevailing tax rates, and removal of certain interest deductions, may influence consumers’ decisions to purchase products we offer and could have a negative effect on our sales. For example, during 1991 and 1992, the federal government imposed a luxury tax on new recreational boats with sales prices in excess of $100,000, which coincided with a sharp decline in boating industry sales from a high of more than $17.9 billion in 1988 to a low of $10.3 billion in 1992. Any increase in tax rates, including those on capital gains and dividends, particularly those on high-income taxpayers, could adversely affect our boat sales.

Environmental and other regulatory issues may impact our operations.

Our operations are subject to comprehensive federal, state and local laws and regulations governing such matters as finance and insurance, consumer protection, consumer privacy, escheatment, anti-money laundering, discharges and emissions into the environment as well as environmental protection, human health and safety, and employment practices, including wage and hour and anti-discrimination legal requirements. These laws and regulations affect many aspects of our operations, such as requiring the acquisition of permits, licenses and other governmental approvals to conduct regulated activities, including the operation of recreational boats, restricting the manner in which we handle, recycle and dispose of our wastes, requiring capital and operating expenditures to construct, maintain and upgrade pollution control and containment equipment and facilities, imposing specific human health and safety criteria addressing worker protection, and imposing liabilities for pollution or inappropriate payment or treatment of our workers with respect to our operations. The failure to satisfy those and other legal requirements could have a material adverse effect on our business, financial condition, and results of operations. In addition, failure to comply with those and other legal requirements, or with U.S. trade sanctions, the U.S. Foreign Corrupt Practices Act and other applicable laws or regulations could result in the assessment of damages, the imposition of sanctions including monetary penalties, changes to our processes, or a suspension or cessation of our operations, as well as damage to our image and reputation, all of which could have a material adverse effect on our business, results of operations and financial condition.

Numerous governmental agencies, including the U.S. Occupational Safety and Health Administration (“OSHA”), the U.S. Environmental Protection Agency (the “EPA”) and similar federal agencies as well as analogous state and local agencies have jurisdiction over the operation of our stores, repair facilities, and other operations, with respect to matters such as consumer protection, human safety and environmental protection, including any contamination of or releases into ambient air, surface water and groundwater, and soil. Marine engine manufacturers are subject to emissions standards imposed under the Clean Air Act, as amended (the “CAA”), and the EPA has enacted a number of legal requirements imposing more stringent emissions standards for two-cycle, gasoline outboard marine engines. It is possible that

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regulatory bodies such as the EPA may impose more stringent emissions standards in the future for marine engines, including with respect to recreational use. Any increased costs of those manufacturers producing engines resulting from current or future EPA standards could be passed on to dealers in the retail recreational boat industry, such as ourselves, or could result in the inability or potential unforeseen delays of these manufacturers to manufacture and make timely delivery of recreational boats to such dealers, which developments could have a material adverse effect on our business, results of operations and financial condition.

As with companies in the retail recreational boat industry generally, and parts and service operations in particular, our business involves the use, handling, storage, and contracting for recycling or disposal of waste materials, including hazardous or toxic substances and wastes as well as environmentally sensitive materials, such as motor oil, waste motor oil and filters, transmission fluid, antifreeze, freon, waste paint and lacquer thinner, batteries, solvents, lubricants, degreasing agents, gasoline, and diesel fuels. Laws and regulations regarding the prevention of pollution or remediation of environmental contamination generally apply regardless of whether we lease or purchase the land and facilities. Additionally, certain of our stores and/or repair facilities utilize underground storage tanks (“USTs”) and above ground storage tanks (“ASTs”), primarily for storing and dispensing petroleum-based products. Storage tanks in the United States are generally subject to testing, containment, upgrading and removal requirements under the Resource Conservation and Recovery Act, as amended (“RCRA”), and its state law counterparts, as well as federal, state and local legal standards relating to investigation and remediation of contaminated soils and groundwater resulting from leaking tanks and lifts. We also may be subject to civil liability to third parties for remediation costs or other damages if leakage from our owned or operated tanks migrates onto the property of others.

Certain of our stores and/or repair facility properties have been operated by third parties whose use, handling and disposal of petroleum-based products or wastes were not under our control. We are subject to regulation by federal, state, and local authorities establishing investigatory, remedial, human health and environmental quality standards and imposing liability related thereto, which liabilities may include sanctions, including monetary penalties for violations of those standards.

We also are subject to laws, ordinances, and regulations governing investigation and remediation of contamination at facilities we operate or to which we send hazardous or toxic substances or wastes for treatment, recycling, or disposal. In particular, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), also known as the Superfund law, and analogous state laws, impose joint, strict, and several liability on:

current owners or operators of facilities at, from, or to which a release of hazardous substances has occurred;
former owners and operators who owned or operated facilities at the time of disposal of hazardous substances;
parties that generated hazardous substances that were released at such facilities; and
parties that transported or arranged for the transportation of hazardous substances to such facilities.

A majority of states have adopted Superfund laws comparable to and, in some cases, more stringent than CERCLA. If we were to be found to be a responsible party under CERCLA or a similar state statute, we could be held liable for all investigative and remedial costs associated with addressing such contamination. In addition, claims alleging personal injury or property damage may be brought against us as a result of alleged exposure to hazardous substances resulting from our operations. Moreover, certain of our stores are located on waterways that are subject to federal laws, including the Federal Water Pollution Control Act, as amended, and the Oil Pollution Act, as amended (the “OPA”), as well as analogous state laws regulating navigable waters, oil pollution (including prevention and cleanup of the same), adverse impacts to fish and wildlife, and other matters. For example, under the OPA, owners and operators of vessels and onshore facilities may be subject to liability for removal costs and damages arising from an oil spill in waters of the United States.

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Soil and groundwater contamination may exist at certain properties owned or leased by us. We may also be required to remove USTs, ASTs and inground lifts containing petroleum-based products and hazardous or toxic substances or wastes in the future. As to certain of our properties, including some of our properties that were previously used as gasoline service stations, specific releases of contaminants may require remediation in the future in accordance with state and federal guidelines. We are performing monitoring activities with respect to soil and groundwater as required by applicable state and federal guidelines. Historically, our costs of compliance with these investigatory, remedial and monitoring requirements have not had a material adverse effect on our results of operations; however, there can be no assurance that such costs will not be material in the future or that such future compliance will not have a material adverse effect on our business, results of operation and financial condition. We also may have additional storage tank liability insurance and other insurance coverage with respect to pollution-related liabilities where available, but such coverages may be insufficient to address such liabilities. Environmental laws and regulations are complex and subject to frequent change. Compliance with amended, new, or more stringent laws or regulations, more strict interpretations of existing laws, or the future discovery of environmental conditions may require additional expenditures by us, and such expenditures may be material.

Additionally, certain states have imposed legal requirements or are considering the imposition of such requirements that would obligate buyers and/or operators of recreational boats to obtain a license in order to operate such boats. These requirements could discourage potential buyers of recreational boats, thereby limiting future sales and adversely affecting our business, financial condition, and results of operations.

Furthermore, the Patient Protection and Affordable Care Act increased our annual employee health care costs that we fund, and significantly increased our cost of compliance and compliance risk related to offering health care benefits.

Moreover, adverse changes in labor policy could lead to increased unionization efforts, which could lead to higher labor costs, disrupt our store operations, and adversely affect our business, results of operations and financial condition.

Our sales of boats produced by certain foreign manufacturers expose us to international political, economic, and other risks.

Our sales of boats produced by Absolute S.p.A. in Italy; Prestige, a division of Beneteau S.A., in France; and Riviera Australia Pty. Ltd. in Australia, as well as any other non-U.S. manufacturer whose products we may sell in the future, expose us to international political, economic, and other risks. We also import certain boat components from international suppliers which could further our exposure to such international risks. Protectionist trade legislation in the United States, the European Union, and other countries, such as changes in current tariff structures, export or import compliance laws, or other trade policies could adversely affect our ability to import boats or boat components from these foreign suppliers under economically favorable terms and conditions.

There have been recent changes, and future, additional changes may occur, to United States and foreign trade and tax policies, including heightened import restrictions, import and export licenses, new tariffs, trade embargoes, government sanctions, or trade barriers. Any of these restrictions could prevent or make it difficult or more costly for us to import boats and boat components from foreign suppliers under economically favorable terms and conditions. Increased tariffs could require us to increase our prices which likely could decrease demand for our products. In addition, other countries may limit their trade with the United States or retaliate through their own restrictions and/or increased tariffs which would affect our ability to export products and therefore adversely affect our sales.

Our foreign purchase of boats and boat components creates a number of logistical and communications challenges. The economic, political, and other risks we face resulting from these foreign purchases include the following:

compliance with U.S. and local laws and regulatory requirements as well as changes in those laws and requirements;
transportation delays or interruptions and other effects of less developed infrastructures;

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limitations on imports and exports;
foreign exchange rate fluctuations;
imposition of restrictions on currency conversion or the transfer of funds;
maintenance of quality standards;
unexpected changes in regulatory requirements;
differing labor regulations;
potentially adverse tax consequences;
possible employee turnover or labor unrest;
the burdens and costs of compliance with a variety of foreign laws; and
political or economic instability.

Increased cybersecurity requirements, vulnerabilities, threats and more sophisticated and targeted computer crime could pose a risk to our systems, networks, and data. Our business operations could be negatively impacted by an outage or breach of our informational technology systems or a cybersecurity event.

Our business is dependent upon the efficient operation of our information systems. The systems facilitate the interchange of information and enhance cross-selling opportunities throughout our company. The systems integrate each level of operations on a Company-wide basis, including but not limited to purchasing, inventory, receivables, payables, financial reporting, budgeting, marketing and sales management. They also prepare our consolidated financial and operating data. The failure of our information systems to perform as designed or the failure to maintain and enhance or protect the integrity of these systems could disrupt our business operations, impact sales and the results of operations, expose us to customer or third-party claims, or result in adverse publicity.

Increased global cybersecurity vulnerabilities, threats and more sophisticated and targeted cyber-related attacks pose a risk to the security of our and our customers’, suppliers’ and third-party service providers’ products, systems and networks and the confidentiality, availability and integrity of our data. Unauthorized parties may also attempt to gain access to our systems or facilities, or those of third parties with whom we do business, through fraud, trickery, or other forms of deceiving our team members, contractors, vendors, and temporary staff. While we attempt to mitigate these risks by employing a number of measures, including employee training, systems and maintenance of protective systems, we remain potentially vulnerable to known or unknown threats.

We may also have access to sensitive, confidential or personal data or information that is subject to privacy, security laws, and regulations. Despite our efforts to protect sensitive, confidential or personal data or information, we may be vulnerable to security breaches, theft, misplaced or lost data, programming errors, employee errors and/or malfeasance that could potentially lead to the compromising of sensitive, confidential or personal data or information, improper use of our systems, unauthorized access, use, disclosure, modification or destruction of information, and operational disruptions. It is possible that we might not be aware of a successful cyber-related attack on our systems until well after the incident. In addition, a cyber-related attack could result in other negative consequences, including damage to our reputation or competitiveness, remediation or increased protection costs, litigation or regulatory action, and could adversely affect our business, financial condition, and results of operations. Depending on the nature of the information compromised, we may have obligations to notify customers and/or employees about the incident, and we may need to provide some form of remedy, such as a subscription to a credit monitoring service, for the individuals affected by the incident.

We may be named in litigation, which may result in substantial costs and reputational harm and divert management’s attention and resources.

We face legal risks in our business, including claims from disputes with our employees and our former employees and claims associated with general commercial disputes, product liability, personal injury and other matters. Risks associated with legal liability often are difficult to assess or quantify and their existence and magnitude can remain unknown for significant periods of time. While we maintain

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automobile, directors and officers, general liability, inventory, property and workers compensation insurance, the amount of insurance coverage may not be sufficient to cover a claim and the continued availability of this insurance cannot be assured. Additionally, we may be named in the future as defendants of class action lawsuits. Negative publicity from litigation, whether or not resulting in a substantial cost, could materially damage our reputation. We may in the future be the target of litigation and this litigation may result in substantial costs and reputational harm and divert management’s attention and resources. Costs, harm to our reputation and diversion could have a material adverse effect on our business, results of operations and financial condition.

We may be unable to enforce our intellectual property rights and we may be accused of infringing the intellectual property rights of third parties, which could have a material adverse effect on our business, financial condition and results of operations.

We rely on a number of trade names with respect to the dealer groups that we have acquired, which we do not re-brand under our “OneWater” mark. If any of our current trade names or any trademarks that we may own in the future become generic or if third parties adopt marks similar to our marks, our ability to differentiate our dealer groups may be adversely affected, we could lose brand recognition and be forced to devote additional resources to advertising and marketing for our dealer groups. From time to time, we may be compelled to protect our intellectual property, which may involve litigation. Such litigation may be time-consuming, expensive and distract our management from running the day-to-day operations of our business, and could result in the impairment or loss of the involved intellectual property. There is no guarantee that the steps we take to protect our intellectual property, including litigation when necessary, will be successful.

Other parties also may claim that we infringe their proprietary rights. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, injunctions against us or the payment of damages. These claims could have a material adverse effect on our business, results of operations and financial condition.

Changes in the assumptions used to calculate our acquisition related contingent consideration liabilities could have a material adverse impact on our financial results.

Some of our acquisitions have included, and future acquisitions may include, contingent consideration liabilities relating to payments based on the future performance of the operations acquired. Under generally accepted accounting principles, we are required to estimate the fair value of any contingent consideration. Our estimates of fair value are based upon assumptions believed to be reasonable but which are uncertain and involve significant judgments. Changes in business conditions or other events could materially change the projection of future earnings used in the fair value calculations of contingent consideration liabilities. We reassess the fair value quarterly, and increases or decreases based on the actual or expected future performance of the acquired operations will be recorded in our results of operations. These quarterly adjustments could have a material effect on our results of operations.

An impairment in the carrying value of long-lived assets, goodwill and identifiable intangible assets could negatively impact our financial results and net worth.

Our long-lived assets, such as property and equipment, are required to be reviewed for impairment whenever events or changes in circumstance indicate that the carrying value of an asset may not be recoverable. As of June 30, 2019, we have approximately $30.6 million of property and equipment, net of accumulated depreciation, recorded on our consolidated balance sheet. Recoverability of an asset is measured by comparison of its carrying amount to undiscounted future net cash flows the asset is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair market value. Estimates of expected future cash flows represent our best estimate based on currently available information and reasonable and supportable assumptions. Our impairment loss calculations contain uncertainties because they require us to make assumptions and to apply judgment in order to estimate expected future cash flows.

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Additionally, our goodwill and identifiable intangible assets are recorded at fair value at the time of acquisition and is not amortized, but reviewed for impairment at least annually or more frequently if impairment indicators arise. In evaluating the potential for impairment of goodwill, we make assumptions regarding industry conditions, our future financial performance, and other factors. Uncertainties are inherent in evaluating and applying these factors to the assessment of goodwill. While we do not believe there is a reasonable likelihood that there will be a change in the judgments and assumptions used in our assessments of goodwill and long-lived assets which would result in a material effect on our operating results, we cannot predict whether events or circumstances will change in the future that could result in non-cash impairment charges that could adversely impact our financial results and net worth.

Our same-store sales may fluctuate and may not be a meaningful indicator of future performance.

Our same-store sales may vary from quarter to quarter. A number of factors have historically affected, and will continue to affect, our same-store sales results, including:

changes or anticipated changes to regulations related to some of the products we sell;
consumer preferences, buying trends and overall economic trends;
our ability to identify and respond effectively to local and regional trends and customer preferences;
our ability to provide quality customer service that will increase our conversion of shoppers into paying customers;
competition in the regional market of a store;
atypical weather patterns;
changes in our product mix;
changes in sales of services; and
changes in pricing and average unit sales.

An unanticipated decline in revenues or same-store sales may cause the price of our Class A common stock to fluctuate significantly.

Changes in accounting standards could significantly affect our results of operations and the presentation of those results.

The Financial Accounting Standards Board, the U.S. Securities and Exchange Commission (the “SEC”), or other accounting organizations or governmental entities frequently issue new pronouncements or new interpretations of existing accounting standards. Changes in accounting standards, how the accounting standards are interpreted, or the adoption of new accounting standards can have a significant effect on our reported results, and could even retroactively affect previously reported transactions, and may require that we make significant changes to our systems, processes and controls. Changes resulting from these new standards may result in materially different financial results and may require that we change how we process, analyze and report financial information and that we change financial reporting controls. Such changes in accounting standards may have an adverse effect on our business, financial position, and income, which may negatively impact our financial results.

We primarily lease our stores. If we are unable to maintain those leases or locate alternative sites for our stores in our target markets and on terms that are acceptable to us, our revenues and profitability could be adversely affected.

We currently lease 62 of the real properties where we have retail operations. Most stores operate under long-term leases with an initial term of 10 years and renewal options for an additional 10 years. Additionally, we have entered into dealership leases with certain of the Legacy Owners for which we incurred $1.8 million and $2.1 million in lease expense in the fiscal years ended September 30, 2018 and 2017, respectively, and $1.5 million in lease expense in the nine months ended June 30, 2019. There can be no assurance that we will be able to maintain our existing store locations as leases expire, extend the

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leases or be able to locate alternative sites in our target markets and on favorable terms. Any failure to maintain our existing store locations, extend the leases or locate alternative sites on favorable or acceptable terms could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to this Offering and Our Class A Common Stock

OneWater Inc. is a holding company. OneWater Inc.’s only material asset after completion of this offering will be its equity interest in OneWater LLC, and OneWater Inc. will accordingly be dependent upon distributions from OneWater LLC to pay taxes, make payments under the Tax Receivable Agreement and cover OneWater Inc.’s corporate and other overhead expenses.

OneWater Inc. is a holding company and will have no material assets after completion of this offering other than its equity interest in OneWater LLC. Please see “Corporate Reorganization.” OneWater Inc. will have no independent means of generating revenue. To the extent OneWater LLC has available cash and subject to the terms of any current or future debt instruments, the OneWater LLC Agreement will require OneWater LLC to make pro rata cash distributions to OneWater Unit Holders, including OneWater Inc., in an amount sufficient to allow OneWater Inc. to pay its taxes and to make payments under the Tax Receivable Agreement it will enter into with certain of the OneWater Unit Holders. We generally expect OneWater LLC to fund such distributions out of available cash and in the event that payments under the Tax Receivable Agreement are accelerated, where applicable, we generally expect to fund such accelerated payment out of the proceeds of the change of control transaction giving rise to such acceleration. When OneWater LLC makes distributions, the OneWater Unit Holders will be entitled to receive proportionate distributions based on their interests in OneWater LLC at the time of such distribution. In addition, the OneWater LLC Agreement will require OneWater LLC to make non-pro rata payments to OneWater Inc. to reimburse it for its corporate and other overhead expenses, which payments are not treated as distributions under the OneWater LLC Agreement. To the extent that OneWater Inc. needs funds and OneWater LLC or its subsidiaries are restricted from making such distributions or payments under applicable law or regulation or under the terms of any current or future financing arrangements, or are otherwise unable to provide such funds, our liquidity and financial condition could be materially adversely affected.

Moreover, because OneWater Inc. will have no independent means of generating revenue, OneWater Inc.’s ability to make tax payments and payments under the Tax Receivable Agreement is dependent on the ability of OneWater LLC to make distributions to OneWater Inc. in an amount sufficient to cover OneWater Inc.’s tax obligations and obligations under the Tax Receivable Agreement. This ability, in turn, may depend on the ability of OneWater LLC’s subsidiaries to make distributions to it. The ability of OneWater LLC, its subsidiaries and other entities in which it directly or indirectly holds an equity interest to make such distributions will be subject to, among other things, (i) the applicable provisions of Delaware law (or other applicable jurisdiction) that may limit the amount of funds available for distribution and (ii) restrictions in relevant debt instruments issued by OneWater LLC or its subsidiaries and other entities in which it directly or indirectly holds an equity interest. To the extent that OneWater Inc. is unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid.

The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act, and the requirements of the Sarbanes-Oxley Act, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a public company, we will need to comply with new laws, regulations and requirements, certain corporate governance provisions of the Sarbanes-Oxley Act of 2002, related regulations of the SEC and the requirements of The Nasdaq Stock Market (the “Nasdaq”), with which we are not required to comply as a private company. Complying with these statutes, regulations and requirements will occupy a significant amount of time of our board of directors and management and will significantly increase our costs and expenses. We will need to:

institute a more comprehensive compliance function;
comply with rules promulgated by the Nasdaq;

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prepare and distribute periodic public reports in compliance with our obligations under the federal securities laws;
inaccurate implementation or interpretation of GAAP;
establish new internal policies, such as those relating to insider trading; and
involve and retain to a greater degree outside counsel and accountants in the above activities.

Upon becoming a public company, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of internal controls over financial reporting. Although we will be required to disclose changes made in our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal controls over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. Additionally, we are not required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until our first annual report subsequent to our ceasing to be an “emerging growth company” within the meaning of Section 2(a)(19) of the Securities Act. Accordingly, we may not be required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until as late as our annual report for the fiscal year ending September 30, 2024. Once it is required to do so, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed, operated or reviewed. Compliance with these requirements may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

In addition, we expect that being a public company subject to these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

We have identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls.

As a public company, we will be required to maintain internal control over financial reporting and to report any material weaknesses in those internal controls. For example, we will be required to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. We are in the process of designing, implementing, and testing internal control over financial reporting required to comply with this obligation. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

During the course of preparing for this offering, we and our independent registered public accounting firm have identified a material weakness in internal control over financial reporting as of September 30, 2018 and 2017. The material weakness relates to our review controls over key assumptions used in the September 30, 2017 valuation of warrants, which did not operate at a sufficient level of precision to timely detect and prevent a material misstatement that resulted from a material change in the value of the warrants. Specifically, because the warrants were outstanding for less than a year, we did not engage a specialist to assist management in completing a valuation of the warrants. In addition, in the preparation of the warrants’ valuation at September 30, 2018, our internal controls with respect to the valuation of the warrants did not appropriately identify the portion of the change in the warrants’ value related to fiscal 2017 that was initially recorded in fiscal 2018. Accordingly, we restated our financial statements as of and for the fiscal years ended September 30, 2018 and 2017. For additional information, please see

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“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Internal Controls and Procedures” and Note 21 to our audited historical financial statements included elsewhere in this prospectus.

We are enhancing our internal controls, processes and related documentation necessary to remediate our material weakness and to perform the evaluation needed to comply with Section 404 of the Sarbanes-Oxley Act. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, such as the one we identified as described above, we may be unable to conclude that our internal controls are effective. The effectiveness of our controls and procedures may be limited by a variety of factors, including:

faulty human judgment and simple errors, omissions or mistakes;
fraudulent action of an individual or collusion of two or more people;
inappropriate management override of procedures; and
the possibility that any enhancements to controls and procedures may still not be adequate to assure timely and accurate financial control.

If we fail to remediate the material weakness in our internal control over financial reporting, or experience any additional material weaknesses in the future or otherwise fail to develop or maintain an effective system of internal controls in the future, we may not be able to accurately report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our Class A common stock.

Effective internal controls are necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. As a result of being a public company, we will be required, under Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting beginning in the year following our first annual report required to be filed with the SEC. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Additionally, when we cease to be an “emerging growth company” under the federal securities laws, our independent registered public accounting firm may be required to express an opinion on the effectiveness of our internal controls. If we are unable to confirm that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an unqualified opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause the price of our Class A common stock to decline.

The initial public offering price of our Class A common stock may not be indicative of the market price of our Class A common stock after this offering. In addition, an active, liquid and orderly trading market for our Class A common stock may not develop or be maintained, and our stock price may be volatile.

Prior to this offering, our Class A common stock was not traded on any market. An active, liquid and orderly trading market for our Class A common stock may not develop or be maintained after this offering. Active, liquid and orderly trading markets usually result in less price volatility and more efficiency in carrying out investors’ purchase and sale orders. The market price of our Class A common stock could vary significantly as a result of a number of factors, some of which are beyond our control. In the event of a drop in the market price of our Class A common stock, you could lose a substantial part or all of your investment in our Class A common stock. The initial public offering price will be negotiated between us and representatives of the underwriters, based on numerous factors which we discuss in “Underwriting (Conflicts of Interest),” and may not be indicative of the market price of our Class A common stock after this offering. Consequently, you may not be able to sell shares of our Class A common stock at prices equal to or greater than the price paid by you in this offering.

The following factors could affect our stock price:

quarterly variations in our financial and operating results;

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the public reaction to our press releases, our other public announcements and our filings with the SEC;
strategic actions by our competitors;
changes in revenue, same-store sales or earnings estimates, or changes in recommendations or withdrawal of research coverage, by equity research analysts;
speculation in the press or investment community;
the failure of research analysts to cover our Class A common stock;
sales of our Class A common stock by us or other stockholders, or the perception that such sales may occur;
changes in accounting principles, policies, guidance, interpretations or standards;
additions or departures of key management personnel;
actions by our stockholders;
general market conditions, including fluctuations in commodity prices;
the publication of boating industry sales data or new boat registration data;
domestic and international economic, legal and regulatory factors unrelated to our performance; and
the realization of any risks described under this “Risk Factors” section.

The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our Class A common stock. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources and materially harm our business, operating results and financial condition.

The Legacy Owners will own a significant amount of our voting stock, and their interests may conflict with those of our other stockholders.

Upon completion of this offering, the Legacy Owners will own approximately          % of our voting stock (or approximately       % if the underwriters’ option to purchase additional shares is exercised in full). As a result, the Legacy Owners may be able to influence matters requiring stockholder approval, including the election of directors, approval of any potential acquisition of us, changes to our organizational documents and significant corporate transactions. This concentration of ownership makes it unlikely that any other holder or group of holders of our Class A common stock will be able to affect the way we are managed or the direction of our business. The interests of the Legacy Owners with respect to matters potentially or actually involving or affecting us, such as future acquisitions, financings and other corporate opportunities and attempts to acquire us, may conflict with the interests of our other stockholders.

For example, the Legacy Owners may have different tax positions from us, especially in light of the Tax Receivable Agreement, that could influence their decisions regarding whether and when to support the disposition of assets, the incurrence or refinancing of new or existing indebtedness, or the termination of the Tax Receivable Agreement and acceleration of our obligations thereunder. In addition, the determination of future tax reporting positions, the structuring of future transactions and the handling of any challenge by any taxing authority to our tax reporting positions may take into consideration the Legacy Owners tax or other considerations which may differ from the considerations of us or our other stockholders. Please read “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

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We may use proceeds from this offering to pay or otherwise fund certain of our contractual obligations, including obligations with certain Legacy Owners.

On October 28, 2016, Goldman and Beekman purchased, among other things, Opco Preferred Units. Pursuant to the terms of Opco’s First Amended and Restated Limited Liability Company Agreement, holders of the Opco Preferred Units (“Opco Preferred Holders”) are entitled to certain returns and distributions at a specified percent per annum and to redemption rights in certain instances. We intend to use the net proceeds from this offering, together with cash on hand and borrowings under the GS/BIP Credit Facility, to redeem all of the shares of Opco Preferred Units held by Goldman and Beekman. As of June 30, 2019 and September 1, 2019, the redemption amount of the Opco Preferred Units held by Goldman and Beekman in the aggregate was $84.2 million and $85.7 million, respectively. Please see “Use of Proceeds” and “Certain Relationships and Related Party Transactions—Historical Transactions with Affiliates—Opco Preferred Units” for additional information.

Certain of our executive officers and directors have significant duties with, and spend significant time serving, entities that may compete with us in seeking business opportunities and, accordingly, may have conflicts of interest in allocating time or pursuing business opportunities.

Certain of our executive officers and directors, who are responsible for managing the direction of our operations, hold positions of responsibility with other entities (including affiliated entities) that are in the boat retail industry. These executive officers and directors may become aware of business opportunities that may be appropriate for presentation to us as well as to the other entities with which they are or may become affiliated. Due to these existing and potential future affiliations, they may present potential business opportunities to other entities prior to presenting them to us, which could cause additional conflicts of interest. They may also decide that certain opportunities are more appropriate for other entities with which they are affiliated, and as a result, they may elect not to present those opportunities to us. These conflicts may not be resolved in our favor. For additional discussion of our management’s business affiliations and the potential conflicts of interest of which our stockholders should be aware, see “Certain Relationships and Related Party Transactions.”

Our certificate of incorporation and bylaws, as well as Delaware law, will contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our Class A common stock and could deprive our investors of the opportunity to receive a premium for their shares.

Our certificate of incorporation will authorize our board of directors to issue preferred stock without stockholder approval in one or more series, designate the number of shares constituting any series, and fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption price or prices and liquidation preferences of such series. If our board of directors elects to issue preferred stock, it could be more difficult for a third party to acquire us. In addition, some provisions of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to our stockholders. These provisions include:

dividing our board of directors into three classes of directors, with each class serving staggered three-year terms;
providing that all vacancies, including newly created directorships, may, except as otherwise required by law or, if applicable, the rights of holders of a series of preferred stock, only be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;
permitting any action by stockholders to be taken only at an annual meeting or special meeting rather than by a written consent of the stockholders, subject to the rights of any series of preferred stock with respect to such rights;
permitting special meetings of our stockholders to be called only by our Chief Executive Officer, the chairman of our board of directors and our board of directors pursuant to a resolution adopted by the affirmative vote of a majority of the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships;

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subject to the rights of the holders of shares of any series of our preferred stock, requiring the affirmative vote of the holders of at least 66 2⁄3% in voting power of all then outstanding common stock entitled to vote generally in the election of directors, voting together as a single class, to remove any or all of the directors from office at any time, and directors will be removable only for “cause”;
prohibiting cumulative voting in the election of directors;
establishing advance notice provisions for stockholder proposals and nominations for elections to the board of directors to be acted upon at meetings of stockholders; and
providing that the board of directors is expressly authorized to adopt, or to alter or repeal our bylaws.

In addition, certain change of control events have the effect of accelerating the payment due under the Tax Receivable Agreement, which could be substantial and accordingly serve as a disincentive to a potential acquirer of our company. Please see “—In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, OneWater Inc. realizes in respect of the tax attributes subject to the Tax Receivable Agreement.”

Our certificate of incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

Our certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim against us or any director or officer or other employee of ours arising pursuant to any provision of the Delaware General Corporation Law (the “DGCL”), our certificate of incorporation or our bylaws, or (iv) any action asserting a claim against us or any director or officer or other employee of ours that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Notwithstanding the foregoing, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act, the Securities Act or any other claim for which the federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and consented to, the provisions of our certificate of incorporation described herein. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and such persons. Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

Investors in this offering will experience immediate and substantial dilution of $       per share.

Based on the initial public offering price of $          per share (the mid-point of the range set forth on the cover of this prospectus), purchasers of our Class A common stock in this offering will experience an immediate and substantial dilution of $       per share in the as adjusted net tangible book value per share of Class A common stock from the initial public offering price, and our pro forma as adjusted net tangible book value as of June 30, 2019 after giving effect to this offering would be $       per share. If the initial public offering price were to increase or decrease by $1.00 per share, then dilution in pro forma as adjusted net tangible book value per share to new investors in this offering would equal $          or $          , respectively. This dilution is due in large part to earlier investors having paid substantially less than the initial public offering price when they purchased their shares. See “Dilution.”

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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.

We do not plan to declare cash dividends on shares of our Class A common stock in the foreseeable future. Additionally, the Credit Facilities place certain restrictions on our ability to pay cash dividends. Any future credit agreements or financing arrangements may also contain restrictions on our ability to pay cash dividends. Consequently, your only opportunity, while such dividend restrictions remain in place, to achieve a return on your investment in us may be to sell your Class A common stock at a price greater than you paid for it. There is no guarantee that the price of our Class A common stock that will prevail in the market will ever exceed the price that you pay in this offering.

Future sales of our Class A common stock in the public market, or the perception that such sales may occur, could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.

We may sell additional shares of Class A common stock in subsequent public offerings. We may also issue additional shares of Class A common stock or convertible securities. After the completion of this offering, we will have          outstanding shares of Class A common stock (or          shares of Class A common stock if the underwriters’ option to purchase additional shares is exercised in full). This number includes          shares that we are selling in this offering and          shares that we may sell in this offering if the underwriters’ option to purchase additional shares is fully exercised, which may be resold immediately in the public market. Following the completion of this offering, and assuming full exercise of the underwriters’ option to purchase additional shares, the Legacy Owners will own          shares of our Class A common stock and            shares of our Class B common stock, or approximately          % of our total voting stock outstanding. Certain OneWater Unit Holders will be party to a registration rights agreement, which will require us to effect the registration of any shares of Class A common stock that they receive in exchange for their OneWater LLC Units in certain circumstances no earlier than the expiration of the lock-up period contained in the underwriting agreement entered into in connection with this offering.

In connection with this offering, we intend to file a registration statement with the SEC on Form S-8 providing for the registration of          shares of our Class A common stock issued or reserved for issuance under our long term incentive plan. Subject to the satisfaction of vesting conditions, the expiration of lock-up agreements and the requirements of Rule 144, shares registered under the registration statement on Form S-8 may be made available for resale immediately in the public market without restriction.

We cannot predict the size of future issuances of our Class A common stock or securities convertible into Class A common stock or the effect, if any, that future issuances and sales of shares of our Class A common stock will have on the market price of our Class A common stock. Sales of substantial amounts of our Class A common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our Class A common stock.

The underwriters of this offering may waive or release parties to the lock-up agreements entered into in connection with this offering, which could adversely affect the price of our Class A common stock.

We, all of our directors that will own equity in us following the completion of this offering, all of our executive officers and substantially all of the Legacy Owners have entered or will enter into lock-up agreements pursuant to which we and they will be subject to certain restrictions with respect to the sale or other disposition of our Class A common stock for a period of 180 days following the date of this prospectus. The underwriters, at any time and without notice, may release all or any portion of the Class A common stock subject to the foregoing lock-up agreements. See “Underwriting (Conflicts of Interest)” for more information on these agreements. If the restrictions under the lock-up agreements are waived, then the Class A common stock, subject to compliance with the Securities Act or exceptions therefrom, will be available for sale into the public markets, which could cause the market price of our Class A common stock to decline and impair our ability to raise capital.

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OneWater Inc. will be required to make payments under the Tax Receivable Agreement for certain tax benefits that it may claim, and the amounts of such payments could be significant.

In connection with the closing of this offering, OneWater Inc. will enter into a Tax Receivable Agreement with certain of the OneWater Unit Holders. This agreement will generally provide for the payment by OneWater Inc. to each OneWater Unit Holder of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax (computed using simplifying assumptions to address the impact of state and local taxes) that OneWater Inc. actually realizes (or is deemed to realize in certain circumstances) in periods after this offering as a result of certain increases in tax basis available to OneWater Inc. as a result of the exercise of the Redemption Right or the Call Right or that relate to prior transfers of such OneWater LLC Units that will be available to OneWater Inc. as a result of its acquisition of those units, and certain benefits attributable to imputed interest. OneWater Inc. will retain the benefit of the remaining 15% of these net cash savings.

The term of the Tax Receivable Agreement will commence upon the completion of this offering and will continue until all tax benefits that are subject to the Tax Receivable Agreement have been utilized or expired, unless OneWater Inc. exercises its right to terminate the Tax Receivable Agreement (or the Tax Receivable Agreement is terminated due to other circumstances, including OneWater Inc.’s breach of a material obligation thereunder or certain mergers or other changes of control), and OneWater Inc. makes the termination payment specified in the Tax Receivable Agreement. In addition, payments OneWater Inc. makes under the Tax Receivable Agreement will be increased by any interest accrued from the due date (without extensions) of the corresponding tax return. In the event that the Tax Receivable Agreement is not terminated, the payments under the Tax Receivable Agreement are anticipated to commence in 2022, depending on the timing of future exercises of the Redemption Right, and to continue for 20 years after the date of the last redemption of the OneWater LLC Units.

The payment obligations under the Tax Receivable Agreement are OneWater Inc.’s obligations and not obligations of OneWater LLC, and we expect that the payments OneWater Inc. will be required to make under the Tax Receivable Agreement will be substantial. Estimating the amount and timing of OneWater Inc.’s realization of tax benefits subject to the Tax Receivable Agreement is by its nature imprecise. The actual increases in tax basis covered by the Tax Receivable Agreement, as well as the amount and timing of OneWater Inc.’s ability to use any deductions (or decreases in gain or increases in loss) arising from such increases in tax basis, are dependent upon significant future events, including but not limited to the timing of the redemptions of OneWater LLC Units, the price of OneWater Inc.’s Class A common stock at the time of each redemption, the extent to which such redemptions are taxable transactions, the amount of the redeeming unit holder’s tax basis in its OneWater LLC Units at the time of the relevant redemption, the depreciation and amortization periods that apply to the increase in tax basis, the amount, character, and timing of taxable income OneWater Inc. generates in the future, the timing and amount of any earlier payments that OneWater Inc. may have made under the Tax Receivable Agreement, the U.S. federal income tax rate then applicable, and the portion of OneWater Inc.’s payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable or amortizable tax basis. Accordingly, estimating the amount and timing of payments that may become due under the Tax Receivable Agreement is also by its nature imprecise. For purposes of the Tax Receivable Agreement, net cash savings in tax generally are calculated by comparing OneWater Inc.’s actual tax liability (determined by using the actual applicable U.S. federal income tax rate and an assumed combined state and local income tax rate) to the amount OneWater Inc. would have been required to pay had it not been able to utilize any of the tax benefits subject to the Tax Receivable Agreement. Thus, the amount and timing of any payments under the Tax Receivable Agreement are also dependent upon significant future events, including those noted above in respect of estimating the amount and timing of OneWater Inc.’s realization of tax benefits. Any distributions made by OneWater LLC to OneWater Inc. in order to enable OneWater Inc. to make payments under the Tax Receivable Agreement, as well as any corresponding pro rata distributions made to the other OneWater Unit Holders could have an adverse impact on our liquidity.

The payments under the Tax Receivable Agreement will not be conditioned upon a holder of rights under a Tax Receivable Agreement having a continued ownership interest in OneWater Inc. or OneWater LLC. In addition, certain of the OneWater Unit Holders’ rights (including the right to receive payments) under the Tax Receivable Agreement are transferable in connection with transfers permitted

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under the OneWater LLC Agreement of the corresponding OneWater LLC Units or, subject to OneWater Inc.’s consent (not to be unreasonably withheld, conditioned, or delayed), after the corresponding OneWater LLC Units have been acquired pursuant to the Redemption Right or Call Right. For additional information regarding the Tax Receivable Agreement, see “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, OneWater Inc. realizes in respect of the tax attributes subject to the Tax Receivable Agreement.

If OneWater Inc. experiences a change of control (as defined under the Tax Receivable Agreement, which includes certain mergers, asset sales and other forms of business combinations) or the Tax Receivable Agreement terminates early (at OneWater Inc.’s election or as a result of OneWater Inc.’s breach), OneWater Inc. would be required to make an immediate payment equal to the present value of the anticipated future payments to be made by it under the Tax Receivable Agreement (determined by applying a discount rate equal to one-year LIBOR plus 100 basis points) and such early termination payment is expected to be substantial. The calculation of anticipated future payments will be based upon certain assumptions and deemed events set forth in the Tax Receivable Agreement, including (i) that OneWater Inc. has sufficient taxable income to fully utilize the tax benefits covered by the Tax Receivable Agreement, and (ii) that any OneWater LLC Units (other than those held by OneWater Inc.) outstanding on the termination date are deemed to be redeemed on the termination date. Any early termination payment may be made significantly in advance of, and may materially exceed, the actual realization, if any, of the future tax benefits to which the early termination payment relates.

If OneWater Inc. experiences a change of control (as defined under the Tax Receivable Agreement) or the Tax Receivable Agreement otherwise terminates early (at OneWater Inc.’s election or as a result of OneWater Inc.’s breach), OneWater Inc.’s obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, or other forms of business combinations or changes of control. For example, if the Tax Receivable Agreement were terminated immediately after this offering, the estimated early termination payment would, in the aggregate, be approximately $          million (calculated using a discount rate equal to one-year LIBOR plus 100 basis points, applied against an undiscounted liability of $          million calculated at the 21% U.S. federal corporate income tax rate and estimated applicable state and local income tax rates). The foregoing number is merely an estimate and the actual payment could differ materially. In the event that OneWater Inc.’s obligation to make payments under the Tax Receivable Agreement is accelerated as a result of a change of control, where applicable, we generally expect the accelerated payments due under the Tax Receivable Agreement to be funded out of the proceeds of the change of control transaction giving rise to such acceleration. However, OneWater Inc. may be required to fund such payment from other sources, and as a result, any early termination of the Tax Receivable Agreement could have a substantial negative impact on our liquidity. We do not currently expect to cause an acceleration due to OneWater Inc.’s breach, and we do not currently expect that OneWater Inc. would elect to terminate the Tax Receivable Agreement early, except in cases where the early termination payment would not be material. There can be no assurance that OneWater Inc. will be able to meet its obligations under the Tax Receivable Agreement.

Please read “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

In the event that OneWater Inc.’s payment obligations under the Tax Receivable Agreement are accelerated upon certain mergers, other forms of business combinations or other changes of control, the consideration payable to holders of OneWater Inc.’s Class A common stock could be substantially reduced.

If OneWater Inc. experiences a change of control (as defined under the Tax Receivable Agreement, which includes certain mergers, asset sales and other forms of business combinations), OneWater Inc. would be obligated to make an immediate payment, and such payment may be significantly in advance of, and may materially exceed, the actual realization, if any, of the future tax benefits to which the payment relates. As a result of this payment obligation, holders of OneWater Inc.’s Class A common stock could receive substantially less consideration in connection with a change of control transaction than they would

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receive in the absence of such obligation. Further, OneWater Inc.’s payment obligations under the Tax Receivable Agreement will not be conditioned upon the OneWater Unit Holders’ having a continued interest in OneWater Inc. or OneWater LLC. Accordingly, the OneWater Unit Holders’ interests may conflict with those of the holders of OneWater Inc.’s Class A common stock. Please read “Risk Factors—Risks Related to this Offering and Our Class A Common Stock— In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits OneWater Inc. realizes, if any, in respect of the tax attributes subject to the Tax Receivable Agreement” and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

OneWater Inc. will not be reimbursed for any payments made under the Tax Receivable Agreement in the event that any tax benefits are subsequently disallowed.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that OneWater Inc. will determine and the IRS or another tax authority may challenge all or part of the tax basis increase, as well as other related tax positions OneWater Inc. takes, and a court could sustain such challenge. The OneWater Unit Holders will not reimburse OneWater Inc. for any payments previously made under the Tax Receivable Agreement if any tax benefits that have given rise to payments under the Tax Receivable Agreement are subsequently disallowed, except that excess payments made to any OneWater Unit Holder will be netted against future payments that would otherwise be made to such OneWater Unit Holder, if any, after OneWater Inc.’s determination of such excess (which determination may be made a number of years following the initial payment and after future payments have been made). As a result, in such circumstances, OneWater Inc. could make payments that are greater than its actual cash tax savings, if any, and may not be able to recoup those payments, which could materially adversely affect its liquidity.

If OneWater LLC were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, OneWater Inc. and OneWater LLC might be subject to potentially significant tax inefficiencies, and OneWater Inc. would not be able to recover payments previously made by it under the Tax Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.

We intend to operate such that OneWater LLC does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is a partnership the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. Under certain circumstances, redemptions of OneWater LLC Units pursuant to the Redemption Right (or the Call Right) or other transfers of OneWater LLC Units could cause OneWater LLC to be treated as a publicly traded partnership. Applicable U.S. Treasury regulations provide for certain safe harbors from treatment as a publicly traded partnership, and we intend to operate such that redemptions or other transfers of OneWater LLC Units qualify for one or more such safe harbors. For example, we intend to limit the number of unitholders of OneWater LLC, and the OneWater LLC Agreement, which will be entered into in connection with the closing of this offering, will provide for limitations on the ability of unitholders of OneWater LLC to transfer their OneWater LLC Units and will provide OneWater Inc., as managing member of OneWater LLC, with the right to impose restrictions (in addition to those already in place) on the ability of unitholders of OneWater LLC to redeem their OneWater LLC Units pursuant to the Redemption Right to the extent OneWater Inc. believes it is necessary to ensure that OneWater LLC will continue to be treated as a partnership for U.S. federal income tax purposes.

If OneWater LLC were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result for OneWater Inc. and for OneWater LLC, including as a result of OneWater Inc.’s inability to file a consolidated U.S. federal income tax return with OneWater LLC. In addition, OneWater Inc. may not be able to realize tax benefits covered under the Tax Receivable Agreement, and OneWater Inc. would not be able to recover any payments previously made by it under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of OneWater LLC’s assets) were subsequently determined to have been unavailable.

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Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of OneWater Inc.’s income or other tax returns could adversely affect its results of operations and financial condition.

We may be subject to taxes by the U.S. federal, state, and local tax authorities and its future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

changes in the valuation of its deferred tax assets and liabilities;
expected timing and amount of the release of any tax valuation allowances;
tax effects of stock-based compensation; or
changes in tax laws, regulations or interpretations thereof.

In addition, we may be subject to audits of its income, sales and other transaction taxes by U.S. federal, state, and local taxing authorities. Outcomes from these audits could have an adverse effect on our operating results and financial condition.

We may issue preferred stock whose terms could adversely affect the voting power or value of our Class A common stock.

Our certificate of incorporation will authorize us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our Class A common stock respecting dividends and distributions, as our board of directors may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our Class A common stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of the Class A common stock.

If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), as a result of our ownership of OneWater LLC, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business, financial condition and results of operations.

Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in either of those sections of the 1940 Act.

As the sole managing member of OneWater LLC, we will control and operate OneWater LLC. On that basis, we believe that our interest in OneWater LLC is not an “investment security” as that term is used in the 1940 Act. However, if we were to cease participation in the management of OneWater LLC, our interest in OneWater LLC could be deemed an “investment security” for purposes of the 1940 Act.

We and OneWater LLC intend to conduct our operations so that we will not be deemed an investment company. However, if we were to be deemed an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business, financial condition and results of operations.

For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

We are classified as an “emerging growth company” under the JOBS Act. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will

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not be required to, among other things: (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (ii) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; (iii) provide certain disclosures regarding executive compensation required of larger public companies; or (iv) hold nonbinding advisory votes on executive compensation. Additionally, as an emerging growth company, we are required to have only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure. We will remain an emerging growth company for up to five years, although we will lose that status sooner if we have more than $1.07 billion of revenues in a fiscal year, have more than $700.0 million in market value of our Class A common stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period.

To the extent that we rely on any of the exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. Additionally, we intend to take advantage of the extended transition periods for the adoption of new or revised financial accounting standards under the JOBS Act until we are no longer an emerging growth company. Our election to use the transition periods permitted by this election may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the extended transition periods permitted under the JOBS Act and who will comply with new or revised financial accounting standards.

If some investors find our Class A common stock to be less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be more volatile.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our Class A common stock or if our operating results do not meet their expectations, our stock price could decline.

The trading market for our Class A common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover our company downgrades our Class A common stock or if our operating results do not meet their expectations, our stock price could decline.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information in this prospectus includes “forward-looking statements.” All statements, other than statements of historical fact included in this prospectus, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this prospectus, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” included in this prospectus. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events.

Forward-looking statements may include statements about

general economic conditions, including changes in employment levels, consumer demand, preferences and confidence levels, fuel prices, levels of discretionary income and consumer spending patterns;
economic conditions in certain geographic regions in which we primarily generate our revenue;
credit markets and the availability and cost of borrowed funds;
our business strategy, including acquisitions and same-store growth;
our ability to integrate acquired dealer groups;
our ability to maintain our relationships with manufacturers, including meeting the requirements of our dealer agreements and receiving the benefits of certain manufacturer incentives;
our ability to finance working capital and capital expenditures;
general domestic and international political and regulatory conditions, including changes in tax or fiscal policy;
our ability to maintain acceptable pricing for our products and services, including financing, insurance and extended service contracts;
our operating cash flows, the availability of capital and our liquidity;
our future revenue, same-store sales, income, financial condition, and operating performance;
our ability to sustain and improve our utilization, revenue and margins;
competition;
seasonality and inclement weather such as hurricanes, severe storms, fire and floods, generally and in certain geographic regions in which we primarily generate our revenue;
our ability to manage our inventory and retain key personnel;
environmental conditions and real or perceived human health or safety risks;
any potential tax savings we may realize as a result of our organizational structure;
uncertainty regarding our future operating results and profitability; and
plans, objectives, expectations and intentions contained in this prospectus that are not historical.

We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, decline in demand for our products and services, the seasonality and volatility of the

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boat industry, our acquisition strategies, the inability to comply with the financial and other covenants and metrics in our Credit Facilities, cash flow and access to capital, the timing of development expenditures and the other risks described under “Risk Factors” in this prospectus.

Should one or more of the risks or uncertainties described in this prospectus occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

All forward-looking statements, expressed or implied, included in this prospectus are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Any forward-looking statement that we make in this prospectus speaks only as of the date of such statement. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this prospectus.

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USE OF PROCEEDS

We expect to receive net proceeds from this offering of approximately $       million after deducting estimated underwriting discounts and commissions and estimated offering expenses of approximately $       million, in the aggregate (based on the mid-point of the range set forth on the cover of this prospectus). If the underwriters exercise in full their option to purchase additional shares of Class A common stock, we expect to receive approximately $      million of net proceeds.

We intend to contribute the net proceeds of this offering received by us to OneWater LLC in exchange for OneWater LLC Units. OneWater LLC will use the net proceeds, together with cash on hand and borrowings under the GS/BIP Credit Facility, to redeem the Opco Preferred Units held by Goldman and Beekman.

The Opco Preferred Units incur (i) a “preferred return” at a rate of 10% per annum, compounded quarterly, on (a) the aggregate amount of capital contributions made, minus any prior distributions (the “unreturned preferred amount”), plus (b) any unpaid preferred returns for prior periods, and (ii) a “preferred target distribution” at a rate of 10% per annum on the unreturned preferred amount multiplied by (a) 40% for the calendar quarters ending March 31, 2019, June 30, 2019 and September 30, 2019, (b) 60% for each calendar quarters ending December 31, 2019, March 31, 2020, June 30, 2020 and September 30, 2020, and (c) 80% for each calendar quarter thereafter. The preferred target distribution proportionally adjusts the amount of capital contribution of each Opco Preferred Holder. As of June 30, 2019 and September 1, 2019, the redemption amount of the Opco Preferred Units held by Goldman and Beekman was $84.2 million and $85.7 million, respectively.

A $1.00 increase or decrease in the assumed initial public offering price of $       per share would cause the net proceeds from this offering, after deducting the underwriting discounts and commissions and estimated offering expenses received by us to increase or decrease, respectively, by approximately $       , assuming the number of shares offered by us as set forth on the cover page of this prospectus remains the same. An increase or decrease of one million shares offered by us at an assumed offering price of $       per share would cause the net proceeds from this offering after deducting the underwriting discounts and commissions and estimated offering expenses received by us to increase or decrease, respectively, by approximately $       .

If the proceeds increase due to a higher initial public offering price or due to the issuance of additional shares by us, we would contribute the additional net proceeds received by us to OneWater LLC in exchange for OneWater LLC Units. OneWater LLC intends to use the additional net proceeds to redeem additional Opco Preferred Units and for general corporate purposes. If the proceeds decrease due to a lower initial public offering price or a decrease in the number of shares issued by us, then we would decrease the amount of net proceeds contributed to OneWater LLC and OneWater LLC would reduce by a corresponding amount the net proceeds directed to redeem the Opco Preferred Units. Any reduction in net proceeds may cause us to need to borrow additional funds under our Credit Facilities to redeem the Opco Preferred Units and to fund our operations, which would increase our interest expense and decrease our net income.

Goldman and one of its affiliates will receive 5% or more of the net proceeds of this offering by reason of the redemption of the Opco Preferred Units. As a result, Goldman will receive approximately $       million of the net proceeds of this offering and will be deemed to have a “conflict of interest” with us within the meaning of Rule 5121 of FINRA. See “Underwriting (Conflicts of Interest).”

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DIVIDEND POLICY

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 this Offering and 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.”

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2019:

of OneWater LLC and its subsidiaries on an actual basis; and
of OneWater Inc. on a pro forma basis after giving effect to (i) the transactions described under “Unaudited Pro Forma Consolidated Financial Information,” (ii) the sale of shares of our Class A common stock in this offering at the initial offering price of $       per share (the mid-point of the range set forth on the cover of this prospectus), after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, (iii) the application of the net proceeds from this offering as set forth under “Use of Proceeds,” and (iv) the redemption of the outstanding Opco Preferred Units remaining after application of net proceeds with cash on hand and borrowings under the GS/BIP Credit Facility.

You should read the following table in conjunction with “Unaudited Pro Forma Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Corporate Reorganization,” “Use of Proceeds,” and our consolidated financial statements and related notes appearing elsewhere in this prospectus.

 
As of June 30, 2019
 
OneWater
LLC Actual(1)
OneWater
Inc. Pro
Forma(2)
 
(in thousands, except share
counts and par value)
Cash and cash equivalents
$
25,074
 
$
            
 
Long-term debt:
 
 
 
 
 
 
GS/BIP Credit Facility
$
58,000
 
$
 
 
Acquisition notes payable(3)
 
15,528
 
 
 
 
Commercial vehicles notes payable(4)
 
2,395
 
 
      
 
Total long-term debt
$
75,923
 
 
      
 
Less unamortized portion of debt issuance costs
$
1,099
 
 
      
 
Total debt
$
74,824
 
$
 
 
Other Liabilities
 
 
 
 
 
 
LLC warrants(5)
$
49,450
 
 
 
Redeemable preferred interest in subsidiary
 
84,230
 
 
 
Member/Stockholders’ equity:
 
 
 
 
 
 
Members’ equity
$
30,819
 
$
 
 
Class A common stock, $0.01 par value; no shares authorized, issued or outstanding (Actual);          shares authorized,          shares issued and outstanding (pro forma)
 
 
 
 
 
Class B common stock, $0.01 par value, no shares authorized, issued or outstanding (Actual);          shares authorized,          shares issued and outstanding (pro forma)
 
 
 
 
 
Preferred stock, $0.01 per share; no shares authorized, issued or outstanding (Actual),          shares authorized, no shares issued and outstanding (pro forma)
 
 
 
 
 
Additional paid-in capital
 
 
 
 
 
Retained earnings
 
 
 
 
 
Non-controlling interests(6)
 
5,911
 
 
      
 
Total member/stockholders’ equity
$
36,730
 
$
 
 
Total capitalization
$
245,234
 
$
 
 
(1) OneWater Inc. was incorporated on April 3, 2019. The data in this table has been derived from the historical consolidated financial statements included in this prospectus which pertain to the assets, liabilities and expenses of our accounting predecessor, OneWater LLC.

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(2) A $1.00 increase or decrease in the assumed initial public offering price of $       per share would increase or decrease total equity and total capitalization by approximately $       million and $       million, respectively, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. An increase or decrease of one million shares offered by us at an assumed offering price of $       per share would increase or decrease total equity and total capitalization by approximately $       million and $       million, respectively, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.
(3) In connection with certain of our acquisitions of dealer groups, we have entered into notes payable with the acquired entities to finance these acquisitions. As of June 30, 2019, our indebtedness associated with our 11 acquisition notes payable totaled an aggregate of $15.5 million with a weighted average interest rate of 5.6% per annum. As of June 30, 2019, the principal amount outstanding under these acquisition notes payable ranged from $0.5 million to $3.1 million, and the maturity dates ranged from August 1, 2019 to February 1, 2022.
(4) We have entered into multiple notes payable with various commercial lenders in connection with our acquisition of certain vehicles utilized in our retail operations. Such notes bear interest ranging from 1.0% to 6.5% per annum, require monthly payments of approximately $45,000 and mature on dates between March 2020 to July 2024. As of June 30, 2019, we had $2.4 million outstanding under the commercial vehicles notes payable.
(5) Following the Corporate Reorganization, the LLC Warrants will be exercised for common units of OneWater LLC, which will eliminate the liability accounting and fair value adjustments for the LLC Warrants for all periods after this offering.
(6) On a pro forma basis, includes the membership interests not owned by us, which represents    % of OneWater LLC’s outstanding common units. The Legacy Owners will hold the    % non-controlling interest in OneWater LLC. OneWater Inc. will hold    % of the economic interests in OneWater LLC and the Legacy Owners will hold    % of the economic interests in OneWater LLC.

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DILUTION

Purchasers of the Class A common stock in this offering will experience immediate and substantial dilution in the net tangible book value per share of the Class A common stock for accounting purposes. Our net tangible book value as of June 30, 2019, after giving pro forma effect to the transactions described under “Corporate Reorganization,” was approximately $       million, or $      per share of Class A common stock. Pro forma net tangible book value per share is determined by dividing our pro forma tangible net worth (tangible assets less total liabilities) by the total number of outstanding shares of Class A common stock that will be outstanding immediately prior to the closing of this offering including giving effect to our corporate reorganization. After giving effect to the sale of the shares in this offering and further assuming the receipt of the estimated net proceeds of $      million (after deducting estimated underwriting discounts and commissions and estimated offering expenses and the application of such proceeds as described in “Use of Proceeds”), our adjusted pro forma net tangible book value as of June 30, 2019 would have been approximately $      million, or $      per share. This represents an immediate increase in the net tangible book value of $      per share to the Legacy Owners and an immediate dilution (i.e., the difference between the offering price and the adjusted pro forma net tangible book value after this offering) to new investors purchasing shares in this offering of $      per share. The following table illustrates the per share dilution to new investors purchasing shares in this offering (assuming that 100% of the OneWater LLC Units have been exchanged for Class A common stock):

Assumed initial public offering price per share
 
         
 
$
            
 
Pro forma net tangible book value per share as of June 30, 2019 (before this offering and after giving effect to our corporate reorganization)
$
 
 
 
 
 
Increase per share attributable to new investors in this offering
 
 
 
 
 
 
As adjusted pro forma net tangible book value per share after giving further effect to this offering
 
 
 
 
 
 
Dilution in pro forma net tangible book value per share to new investors in this offering(1)
 
 
 
$
 
 
(1) If the initial public offering price were to increase or decrease by $1.00 per share, then dilution in pro forma net tangible book value per share to new investors in this offering would equal $       or $       , respectively.

The following table summarizes, on an adjusted pro forma basis as of June 30, 2019, the total number of shares of Class A common stock owned by the Legacy Owners (assuming that 100% of the OneWater LLC Units held by the Legacy Owners have been exchanged for Class A common stock (and the corresponding shares of Class B common stock have been cancelled)) and to be owned by new investors, the total consideration paid, and the average price per share paid by the Legacy Owners and to be paid by new investors in this offering at $          , calculated before deduction of estimated underwriting discounts and commissions.

 
Shares Acquired
Total Consideration
Average
Price Per
Share
 
Number
Percent
Amount
Percent
 
 
 
(in thousands)
 
 
Legacy Owners
 
 
 
 
 
%
$
      
 
 
 
%
$
      
 
New investors in this offering
 
      
 
 
      
%
$
 
 
 
      
%
$
 
 
Total
 
 
 
 
 
%
$
 
 
 
 
%
$
 
 

The data in the table excludes             shares of Class A common stock initially reserved for issuance under our long-term incentive plan.

Each $1.00 increase (decrease) in the assumed initial public offering price of $          per share of Class A common stock would increase (decrease) the total consideration paid by new investors in this offering and the total consideration paid by all holders of Class A common stock by $      million, assuming the number of shares of Class A common stock offered by us remains the same, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters’ option to purchase additional shares is exercised in full, the number of shares of Class A common stock being offered in this offering will be increased to             , or approximately          % of the total number of shares of Class A common stock.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

OneWater Inc. was incorporated on April 3, 2019 and does not have historical financial operating results. The following table presents the selected historical and certain pro forma financial data and other data for OneWater LLC, the accounting predecessor of OneWater Inc., and its subsidiaries. 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 “Use of Proceeds,” “Summary Historical and Pro Forma Consolidated Financial and Operating Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Corporate Reorganization” and our consolidated financial statements and related notes included elsewhere in this prospectus.

The selected historical financial data as of and for the fiscal years ended September 30, 2018 and 2017 was derived from the audited historical financial statements included elsewhere in this prospectus. The selected historical financial data as of June 30, 2019 and for the nine months ended June 30, 2019 and 2018 was derived from the unaudited historical financial statements included elsewhere in this prospectus. Our selected historical financial data as of June 30, 2018 was derived from our unaudited historical financial statements not included in this prospectus. The unaudited historical financial statements were prepared on a basis consistent with that used in preparing our audited consolidated financial statements and include all adjustments, consisting of normal and recurring items, that we consider necessary for a fair presentation of our financial position and results of operations for the unaudited periods.

 
Nine Months Ended June 30,
Years Ended September 30,
 
2019
2018
2018
2017
 
(in thousands, except share, per share and store amounts)
 
(unaudited)
 
 
Consolidated Statement of Operations Data:
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
$
561,648
 
$
445,470
 
$
602,805
 
$
391,483
 
Costs of sales
 
435,873
 
 
345,387
 
 
465,151
 
 
305,782
 
Selling, general and administrative
 
83,889
 
 
65,280
 
 
91,297
 
 
65,351
 
Depreciation and amortization
 
1,884
 
 
1,112
 
 
1,685
 
 
1,055
 
Gain on settlement of contingent consideration
 
(1,674
)
 
 
 
 
 
 
Operating income (loss)
 
41,676
 
 
33,691
 
 
44,672
 
 
19,294
 
Other (income) expense
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense – floor plan
 
6,730
 
 
3,813
 
 
5,534
 
 
2,686
 
Interest expense – other
 
4,391
 
 
2,743
 
 
3,836
 
 
2,266
 
Transaction costs(1)
 
1,161
 
 
217
 
 
438
 
 
327
 
Change in fair value of warrants
 
(2,773
)
 
26,958
 
 
33,187
 
 
18,057
 
Other (income) expense(2)
 
(73
)
 
(3
)
 
(269
)
 
217
 
Net income (loss)
$
32,240
 
$
(37
)
$
1,946
 
$
(4,258
)
Less: Net income attributable to non-controlling interest
 
1,317
 
 
646
 
 
830
 
 
13
 
Net income (loss) attributable to OneWater LLC
$
30,923
 
$
(683
)
$
1,116
 
$
(4,272
)
Pro Forma Per Share Data(3)
 
 
 
 
 
 
 
 
 
 
 
 
Pro forma net income (loss)
$
 
 
 
 
 
$
 
 
 
 
Pro forma net income (loss) per share
 
 
 
 
 
 
 
 
 
 
 
 
Basic
$
 
 
 
 
 
$
 
 
 
 
Diluted
$
 
 
 
 
 
$
 
 
 
 
Pro forma weighted average shares outstanding
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
 
 
 
 
 
 
 
 
 
 
 
Diluted
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated Statement of Cash Flows Data:
 
 
 
 
 
 
 
 
 
 
 
 
Cash flows provided by (used in) operating activities
$
(23,974
)
$
(1,416
)
$
(4,654
)
$
6,514
 
Cash flows provided by (used in) investing activities
 
(7,988
)
 
(18,430
)
 
(23,920
)
 
(23,304
)
Cash flows provided by financing activities
 
41,690
 
 
29,613
 
 
34,257
 
 
16,993
 

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Nine Months Ended June 30,
Years Ended September 30,
 
2019
2018
2018
2017
 
(in thousands, except share, per share and store amounts)
 
(unaudited)
 
 
Other Financial Data:
 
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures(4)
$
5,913
 
$
4,645
 
$
10,135
 
$
4,112
 
Adjusted EBITDA(5)
$
35,156
 
$
30,990
 
$
40,823
 
$
17,664
 
Number of stores
 
60
 
 
53
 
 
53
 
 
45
 
Same-store sales growth
 
9.5
%
 
24.1
%
 
22.2
%
 
 
 
Consolidated Balance Sheet Data (at end of period):
 
 
 
 
 
 
Total assets
$
514,031
 
$
364,858
 
$
375,360
 
$
258,347
 
Long-term debt (including current portion)
 
74,824
 
 
40,759
 
 
41,845
 
 
27,285
 
Total liabilities
 
393,072
 
 
263,724
 
 
274,339
 
 
158,578
 
Redeemable preferred equity interest
 
84,230
 
 
79,282
 
 
79,965
 
 
71,695
 
Total members’ equity
 
36,729
 
 
21,851
 
 
21,056
 
 
28,074
 
(1) Consists of transaction costs related to the acquisitions made in the corresponding period.
(2) Other (income) expense was primarily attributable to insurance proceeds related to hurricane related claims received during 2019 and 2018.
(3) Pro forma net income (loss), Pro forma net income (loss) per share and Pro forma weighted average shares outstanding reflect the estimated number of shares of common stock we expect to have outstanding upon the completion of our corporate reorganization described under “Corporate Reorganization” and this offering. The pro forma data also excludes (i) the redeemable preferred equity interest of $8.3 million and $6.7 million and the change in fair value of warrant liability of $33.2 million and $18.1 million for the fiscal years ended September 30, 2018 and 2017, respectively, and (ii) the redeemable preferred equity interest of $4.5 million and $4.0 million and the change in fair value of warrant liability of $(2.8) million and $27.0 million for the nine months ended June 30, 2019 and 2018, respectively, as we expect to redeem the Opco Preferred Units and as the holders of the LLC Warrants will exercise such LLC Warrants in connection with this offering. The pro forma data includes additional pro forma income tax expense of $       million and $       million for the nine months ended June 30, 2019 and the fiscal year ended September 30, 2018, respectively, associated with the income tax effects of the Reorganization described under “Corporate Reorganization.” OneWater Inc. is a corporation and is subject to U.S. federal income tax. Our predecessor, OneWater LLC, was not subject to U.S. federal income tax at an entity level. As a result, the consolidated and combined net income in our historical financial statements does not reflect the tax expense we would have incurred if we were subject to U.S. federal income tax at an entity level during such periods.
(4) Includes (i) $6.9 million for growth capital expenditures and $3.2 million for maintenance capital expenditures for fiscal year 2018, compared to $1.5 million and $2.6 million, respectively, for fiscal year 2017 and (ii) $1.9 million for growth capital expenditures and $4.0 million for maintenance capital expenditures for the nine months ended June 30, 2019, compared to $3.2 million and $1.4 million, respectively, for the nine months ended June 30, 2018.
(5) 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 read “Prospectus Summary—Non-GAAP Financial Measure.”

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma consolidated statements of operations for the year ended September 30, 2018 and the nine months ended June 30, 2019 present our consolidated results of operations after giving effect to (i) the Reorganization, including this offering, as described under “Corporate Reorganization,” as if such transactions occurred on October 1, 2017, (ii) the use of the estimated net proceeds to us from this offering, as described under “Use of Proceeds,” (iii) the repayment of the Opco Preferred Units remaining after application of net proceeds with cash on hand and borrowings under the GS/BIP Credit Facility, and (iv) a provision for corporate income taxes on the income attributable to OneWater Inc. at an effective rate of       % for the nine months ended June 30, 2019 and       % for the fiscal year ended September 30, 2018, inclusive of all U.S. federal, state and local income taxes (collectively, the “pro forma adjustments”). The unaudited pro forma consolidated balance sheet as of June 30, 2019 gives effect to the pro forma adjustments, including this offering, as if the same had occurred on June 30, 2019.

We have derived the unaudited pro forma consolidated financial information for the year ended September 30, 2018 from the audited historical financial statements of OneWater LLC and its subsidiaries included elsewhere in this prospectus. We have derived the unaudited pro forma consolidated financial information as of and for the nine months ended June 30, 2019 from the unaudited historical financial statements of OneWater LLC and its subsidiaries included elsewhere in this prospectus. The unaudited pro forma financial information should be read in conjunction with the historical financial statements.

The pro forma adjustments are based on currently available information and certain estimates and assumptions. Therefore, the actual adjustments may differ from the pro forma adjustments. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions described herein and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma consolidated financial statements. The assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with these unaudited pro forma consolidated financial statements.

As a public company, we will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur additional annual expenses related to these steps and, among other things, additional directors’ and officers’ liability insurance, director fees, reporting requirements of the SEC, transfer agent fees, costs associated with hiring additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses. We have not included any pro forma adjustments relating to these costs.

The unaudited pro forma consolidated financial information and related notes are presented for illustrative purposes only. The pro forma adjustments are based upon available information and methodologies that are factually supportable and directly related to the described transactions, including this offering. The historical financial information has been adjusted in the unaudited pro forma condensed consolidated financial statements to give effect to pro forma events that are related and/or directly attributable to the transactions, are factually supportable and, in the case of the statements of operations, are expected to have a continuing impact on our operating results. The unaudited pro forma consolidated financial information includes various estimates which are subject to material change and may not be indicative of what our operations or financial position would have been had the described transactions, including this offering, taken place on the dates indicated, or that may be expected to occur in the future. In addition, future results may vary significantly from the results reflected in the unaudited pro forma consolidated financial statements and should not be relied on as an indication of our results after the consummation of this offering and other transactions contemplated herein. The pro forma financial information is qualified in its entirety by reference to, and should be read in conjunction with, “Basis of Presentation,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus.

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OneWater Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Balance Sheet
As of June 30, 2019

 
OneWater LLC
Historical
Reorganization
Adjustments
OneWater
LLC
Historical as
Adjusted for the
Reorganization
Adjustments
Offering
Adjustments
OneWater Inc.
Pro Forma as
Adjusted for this
Offering and
Use of
Proceeds
 
(in thousands, except share, per share amounts)
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash
$
25,074
 
$
       
(1) 
$
       
 
$
       
(5)
$
       
 
Restricted cash
 
1,360
 
 
       
 
 
 
 
 
 
 
 
 
 
Accounts receivable
 
31,064
 
 
 
 
 
 
 
 
 
 
 
 
 
Inventories
 
259,253
 
 
 
 
 
 
 
 
 
 
 
 
 
Prepaid expenses and other current assets
 
2,658
 
 
 
 
 
 
 
 
       
 
 
 
 
Deferred tax asset
 
 
 
       
 
 
 
 
 
 
 
 
 
 
Total current assets
 
319,409
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property and equipment, net of accumulated depreciation of $4,795 in 2019
 
30,575
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deposits
 
337
 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred tax asset
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Identifiable intangible assets
 
57,584
 
 
 
 
 
 
 
 
 
 
 
 
 
Goodwill
 
106,127
 
 
 
 
 
 
 
 
 
 
 
 
 
Total other assets
 
164,048
 
 
 
 
 
 
 
 
 
 
 
 
 
Total assets
$
514,032
 
$
 
 
$
 
 
$
 
 
$
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Members’ Equity/Stockholders’ Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
$
11,333
 
$
 
 
$
 
 
$
 
 
$
 
 
Other payables and accrued expenses
 
17,287
 
 
 
 
 
 
 
 
 
 
 
 
 
Customer deposits
 
5,168
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes payable - floor plan
 
235,010
 
 
 
 
 
 
 
 
 
 
 
 
 
Current portion of long-term debt
 
5,479
 
 
 
 
 
 
 
 
 
 
 
 
 
Total current liabilities
 
274,277
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other long-term liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Warrant liability
 
49,450
 
 
       
(4) 
 
 
 
 
 
 
 
 
 
Long-term debt, net of current portion and unamortized debt issuance costs
 
69,345
 
 
 
 
 
 
 
 
       
(5)(9)
 
 
 
Total liabilities
 
393,072
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Redeemable Preferred interest in subsidiary
 
84,230
 
 
 
 
 
 
 
 
       
(5) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Members’ Equity/Stockholders’ Equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Class A common stock, $0.01 par value; no shares authorized, issued or outstanding (Actual);           shares authorized,           shares issued and outstanding (pro forma)
 
 
 
       
(6) 
 
 
 
 
       
(3)(5)
 
 
 
Class B common stock, $0.01 par value, no shares authorized, issued or outstanding (Actual);           shares authorized,           shares issued and outstanding (pro forma)
 
 
 
       
(7)
 
 
 
 
       
 
 
 
 
Preferred stock, $0.01 per share; no shares authorized, issued or outstanding (Actual),           shares authorized, no shares issued and outstanding (pro forma)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional paid-in capital
 
 
 
       
(6) 
 
 
 
 
       
(5)(8)
 
 
 
Retained earnings
 
 
 
 
 
 
 
 
 
       
(9)
 
 
 
Members’ Equity/Stockholders’
Equity attributable to One Water
Marine Holdings, LLC
 
30,819
 
 
   
(1)(2)(3)
 
 
 
 
 
 
 
 
 
 
   
(4)(6)(7) 
 
       
(8) 
Equity attributable to non-controlling interests
 
5,911
 
 
       
(6)
 
 
 
 
       
(8)
 
 
 
Total liabilities and Members’ Equity/Stockholders’ Equity
$
514,032
 
$
 
 
$
 
 
$
 
 
$
 
 

See accompanying Notes to the Unaudited Pro Forma Consolidated Balance Sheet.

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Notes to the Unaudited Pro Forma Consolidated Balance Sheet

(1) Reflects a tax distribution of $      million to existing OneWater LLC unit holders.
(2) Following the Corporate Reorganization and this offering, OneWater Inc. will be subject to U.S. federal income taxes, in addition to state and local taxes, with respect to its allocable share of any net taxable income of OneWater LLC, which will result in higher income taxes than during our history as a limited liability company. As a result, the corresponding pro forma adjustment establishes deferred tax assets, which will be netted with deferred tax liabilities, reflecting the tax status of OneWater Inc. subsequent to this offering.
(3) Reflects the conversion of the preferred distribution held by LMI Holding, LLC into OneWater LLC Units.
(4) Reflects the elimination of the warrant liability for the LLC Warrants. Following the Corporate Reorganization, the LLC Warrants will be exercised for common units of OneWater LLC, which will eliminate the liability accounting and fair value adjustments for the LLC Warrants for all periods after this offering.
(5) Represents adjustments to OneWater Inc.’s equity as a result of this offering:
a. Receipt of offering proceeds of $      million;
b. Payment of $       million, consisting of offering proceeds, cash on hand, and borrowings under the GS/BIP Credit Facility, to redeem all of the shares of Opco Preferred Units held by Goldman and Beekman; and
c. Payment of approximately $       million of underwriting discounts and commissions and estimated offering expenses.
(6) Represents the exchange of minority interest shares held by Exchanging Owners for shares of OneWater Inc. upon completion of the Corporate Reorganization.
(7) Reflects the issuance to each of the Legacy Owners a number of shares of OneWater Inc. Class B common stock equal to the number of units held by them.
(8) Represents the reclassification of members’ equity in OneWater LLC and the establishment of non-controlling interests in OneWater Inc. upon completion of the Corporate Reorganization and this offering.
(9) Reflects the refinancing of the GS/BIP Credit Facility and expensing of issuance costs.

See accompanying Notes to the Unaudited Pro Forma Consolidated Balance Sheet.

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OneWater Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Statements of Operations
For the Nine Months Ended June 30, 2019

 
OneWater LLC
Historical
Reorganization
Adjustments
OneWater
LLC
Historical as
Adjusted for the
Reorganization
Adjustments
Offering
Adjustments
OneWater Inc.
Pro Forma as
Adjusted for this
Offering and
Use of
Proceeds
 
(in thousands, except share, per share amounts)
Revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New boat sales
$
375,160
 
$
       
 
$
       
 
$
       
 
$
       
 
Pre-owned boat sales
 
122,043
 
 
 
 
 
 
 
 
 
 
 
 
 
Finance and insurance income
 
18,526
 
 
 
 
 
 
 
 
 
 
 
 
 
Service, parts and other sales
 
45,919
 
 
 
 
 
 
 
 
 
 
 
 
 
Total revenues
 
561,648
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of Sales (exclusive of depreciation and amortization shown separately below)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New boat sales
 
308,330
 
 
 
 
 
 
 
 
 
 
 
 
 
Pre-owned boat sales
 
102,196
 
 
 
 
 
 
 
 
 
 
 
 
 
Service, parts and other sales
 
25,347
 
 
 
 
 
 
 
 
 
 
 
 
 
Total cost of sales
 
435,873
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 
83,889
 
 
       
(1)
 
 
 
 
 
 
 
 
 
Depreciation and amortization
 
1,884
 
 
 
 
 
 
 
 
 
 
 
 
 
Gain on settlement of contingent consideration
 
(1,674
)
 
 
 
 
 
 
 
 
 
 
 
 
Income from operations
 
41,676
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other (income) expense
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense - floor plan
 
6,730
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense - other
 
4,391
 
 
 
 
 
 
 
 
 
 
 
 
 
Transaction costs
 
1,161
 
 
 
 
 
 
 
 
       
(8)
 
 
 
Change in fair value of warrant liability
 
(2,773
)
 
       
(2)
 
 
 
 
       
(9)
 
 
 
Other (income) expense
 
(73
)
 
 
 
 
 
 
 
 
 
 
 
 
Total other expense
 
9,436
 
 
 
 
 
 
 
 
 
 
 
 
 
Income before income tax expense
 
32,240
 
 
 
 
 
 
 
 
 
 
 
 
 
Income tax expense
 
 
 
       
(3)
 
 
 
 
       
(3)
 
 
 
Net income (loss)
 
32,240
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Less: Net income attributable to non-controlling interest
 
1,317
 
 
       
(4)
 
 
 
 
       
(6)
 
 
 
Net income (loss) attributable to One Water Marine Holdings, LLC and OneWater Marine Inc.
$
30,923
 
$
 
$
 
$
 
$
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pro forma weighted average shares of Class A common stock outstanding(6):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pro forma income (loss) per Class A common stock per share:(6)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
 
 
 
 
 
 
 
 
 
 
 
$
 
 
Diluted
 
 
 
 
 
 
 
 
 
 
 
 
$
 
 

See accompanying Notes to the Unaudited Pro Forma Consolidated Statements of Operations.

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OneWater Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Statements of Operations
For the Year Ended September 30, 2018

 
OneWater LLC
Historical
(Restated)
Reorganization
Adjustments
OneWater
LLC
Historical as
Adjusted for the
Reorganization
Adjustments
Offering
Adjustments
OneWater Inc.
Pro Forma as
Adjusted for this
Offering and
Use of Proceeds
 
(in thousands, except share, per share amounts)
Revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New boat sales
$
398,586
 
$
        
 
$
       
 
$
       
 
$
       
 
Pre-owned boat sales
 
140,931
 
 
 
 
 
 
 
 
 
 
 
 
 
Finance and insurance income
 
16,623
 
 
 
 
 
 
 
 
 
 
 
 
 
Service, parts and other sales
 
46,665
 
 
 
 
 
 
 
 
 
 
 
 
 
Total revenues
 
602,805
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of Sales (exclusive of depreciation and amortization shown separately below)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New boat sales
 
322,126
 
 
 
 
 
 
 
 
 
 
 
 
 
Pre-owned boat sales
 
116,457
 
 
 
 
 
 
 
 
 
 
 
 
 
Service, parts and other sales
 
26,568
 
 
 
 
 
 
 
 
 
 
 
 
 
Total cost of sales
 
465,151
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 
91,297
 
 
       
(1)
 
 
 
 
 
 
 
 
 
Depreciation and amortization
 
1,685
 
 
 
 
 
 
 
 
 
 
 
 
 
Income from operations
 
44,672
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other (income) expense
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense - floor plan
 
5,534
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense - other
 
3,836
 
 
 
 
 
 
 
 
       
(8)
 
 
 
Transaction costs
 
438
 
 
 
 
 
 
 
 
       
(9)
 
 
 
Change in fair value of warrant liability
 
33,187
 
 
(2
)
 
 
 
 
 
 
 
 
 
Other (income) expense
 
(269
)
 
 
 
 
 
 
 
 
 
 
 
 
Total other expense
 
42,726
 
 
 
 
 
 
 
 
 
 
 
 
 
Income before income tax expense
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income tax expense
 
 
 
 
(3
)
 
 
 
 
       
(3)
 
 
 
Net income (loss)
 
1,946
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Less: Net income attributable to non-controlling interest
 
830
 
 
(4
)(6)
 
 
 
 
       
(6)
 
 
 
Net income (loss) attributable to One Water Marine Holdings, LLC and OneWater Marine Inc.
 
1,116
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Redeemable Preferred interest, dividends and accretion
 
8,270
 
 
       
(5)
 
 
 
 
(4 
) 
 
 
 
OneWater LLC preferred distribution
 
225
 
 
       
(5)
 
 
 
 
(4
)
 
 
 
Net loss attributable to common interest holders
$
(7,379
)
$
 
 
$
 
 
$
 
 
$
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pro forma weighted average shares of Class A common stock outstanding(7):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pro forma income (loss) per Class A common stock per share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
 
 
 
 
 
 
 
 
 
 
 
$
 
 
Diluted
 
 
 
 
 
 
 
 
 
 
 
 
$
 
 

See accompanying Notes to the Unaudited Pro Forma Consolidated Statements of Operations.

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Notes to the Unaudited Pro Forma Consolidated Statements of Operations

(1) Reflects compensation costs associated with equity awards that automatically vest in conjunction with this offering.
(2) Reflects the elimination of the charge against income related to the fair value adjustment of the LLC Warrants. Following the Corporate Reorganization, the LLC Warrants will be exercised for common units of OneWater LLC, which will eliminate the liability accounting and fair value adjustments for the LLC Warrants for all periods after this offering.
(3) Following the Corporate Reorganization and this offering, OneWater Inc. will be subject to U.S. federal income taxes, in addition to state and local taxes, with respect to its allocable share of any net taxable income of OneWater LLC, which will result in higher income taxes than during our history as a limited liability company. As a result, the Pro Forma Consolidated Statements of Operations reflect adjustments to our provision for corporate income taxes to reflect an effective tax rate of       % for the nine months ended June 30, 2019 and       % for the year ended September 30, 2018, which include a provision for U.S. federal income taxes and use our estimates of the weighted average statutory rates apportioned to each state and local jurisdiction.
(4) Represents the exchange of minority interests held by Exchanging Owners for shares of OneWater Inc. upon completion of the Corporate Reorganization.
(5) Reflects the elimination of the charge against net income (loss) attributable to One Water Marine Holdings, LLC related to (i) the redeemable preferred interest, dividends and accretion and (ii) the OneWater LLC preferred distribution, as future charges related to these items will be eliminated with the repayment of the Opco Preferred Units and the OneWater LLC preferred distribution in connection with this offering.
(6) OneWater Inc. will be the managing member of OneWater LLC following the Corporate Reorganization. Following this offering, OneWater Inc. will initially own       % of the economic interest in OneWater LLC, but will control the management of OneWater LLC. The Legacy Owners will own the remaining       % of the economic interest in OneWater LLC, which will be accounted for as a non-controlling interest in the future consolidated financial results of OneWater Inc. These amounts have been determined based on the assumption that the underwriters’ option to purchase additional shares is not exercised. If the underwriters’ option to purchase additional shares is exercised, the ownership percentage held by the non-controlling interest would decrease to       %.
(7) The shares of Class B common stock of OneWater Inc. do not share in OneWater Inc. earnings and are, therefore, not allocated any net income attributable to the controlling and non-controlling interests. As a result, the shares of Class B common stock are not considered participating securities and are, therefore, not included in the weighted average shares outstanding for purposes of computing net income available per share.
(8) Reflects the change in interest expense due to the refinancing of the GS/BIP Credit Facility in conjunction with this offering.
(9) Reflects the refinancing of the GS/BIP Credit Facility and expensing of amortized debt in issuance costs.

   

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(10) For purposes of applying the as-if converted method for calculating diluted earnings per share, we assume that all OneWater LLC units are exchanged (with automatic cancellation of all outstanding shares of Class B common stock) for Class A common stock. Such exchange is affected by the allocation of income or loss associated with the exchange of OneWater LLC units (and cancellation of Class B common stock) for Class A common stock and, accordingly, the effect of such exchange has been included for calculating diluted pro forma net income available to Class A common stock per share. Giving effect to (i) the exchange of all OneWater LLC units (and cancellation of Class B common stock) for shares of Class A common stock and (ii) the vesting of all unvested OneWater LLC stock based compensation awards, diluted pro forma net income per share available to Class A common stock would be computed as follows:
 
Year ended
September 30,
2018
Nine months
ended June
30, 2019
Pro forma income before income taxes
 
 
 
 
 
 
Adjusted pro forma income taxes(a)
 
 
 
 
 
 
Adjusted pro forma net income to OneWater Inc. stockholders(b)
 
 
 
 
 
 
Weighted average shares of Class A common stock outstanding (assuming the exchange of all OneWater LLC units for shares of class A common stock)(c)
 
 
 
 
 
 
Pro forma diluted net income available to Class A common stock per share
 
 
 
 
 
 

a) Represents the implied provision for income taxes assuming the exchange of all OneWater LLC units for shares of Class A common stock of OneWater Inc. using the same method applied in calculating the pro forma tax provision.
b) Assumes elimination of non-controlling interest due to the assumed exchange of all OneWater LLC units (and cancellation of Class B common stock) for shares of Class A common stock of OneWater Inc. as of the beginning of the period presented.
c) The common unit equivalents have been converted based on the treasury stock method in order to give effect to the common unit equivalents in the diluted weighted average share calculation.

   

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Selected Historical Consolidated Financial Data,“Unaudited Pro Forma Consolidated Financial Information” and our audited consolidated financial statements and related notes appearing elsewhere in this prospectus. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of risks and uncertainties, including those described in this prospectus under “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.” We assume no obligation to update any of these forward-looking statements.

All of the financial information presented herein has been revised to reflect the restatement of our consolidated financial statements as of and for the years ended September 30, 2018 and 2017, as more fully described in Note 21 - Restatement of the Consolidated Financial Statements in our consolidated financial statements.

Overview

We are one of the largest and fastest-growing premium recreational boat retailers in the United States with 63 stores comprising 21 dealer groups in 11 states. Our dealer groups are located in highly attractive markets throughout the Southeast, Gulf Coast, Mid-Atlantic and Northeast, including Texas, Florida, Alabama, North Carolina, South Carolina, Georgia, Ohio and New York, which collectively comprise eight of the top twenty states for marine retail expenditures. We believe that we are a market leader by volume in sales of premium boats in 12 out of the 17 markets in which we operate. In 2018, we sold over 7,500 new and pre-owned boats, of which we believe approximately 40% were sold to customers who had a trade-in or with whom we had otherwise established relationships. The combination of our significant scale, diverse inventory, access to premium boat brands and meaningful dealer group brand equity enable us to provide a consistently professional experience as reflected in the number of our repeat customers and same-store sales growth.

We were formed in 2014 as OneWater LLC through the combination of Singleton Marine and Legendary Marine, which created a marine retail platform that collectively owned and operated 19 stores. Since the combination in 2014, we have acquired a total of 40 additional stores through 17 acquisitions. Our current portfolio as of September 1, 2019 consists of 21 different local and regional dealer groups. While we have opportunistically opened new stores in select markets, we believe that it is generally more effective economically and operationally to acquire existing stores with experienced staff and established reputations.

The boat dealer market is highly fragmented and is comprised of over 4,000 stores nationwide. Most competing boat retailers are operated by local business owners who own three or fewer stores. We are one of the largest and fastest-growing premium recreational boat retailers in the United States. Despite our size, we comprise less than 2% of total industry sales. Our scale and business model allow us to leverage our extensive inventory to provide consumers with the ability to find a boat that matches their preferences (e.g., make, model color, configuration and other options) and to deliver the boat within days while providing a personalized sales experience. We are able to operate with a comparatively higher degree of profitability than other independent retailers because we allocate support resources across our store base, focus on high-margin products and services, utilize floor plan financing and provide core back-office functions on a scale that many independent retailers are unable to match. We seek to be the leading boat retailer by total market share within each boating market and within the product segments in which we participate. To the extent that we are not, we will evaluate acquiring other local retailers in order to increase our sales, to add additional brands or to provide us with additional high-quality personnel.

Trends and Other Factors Impacting Our Performance

Acquisitions

We are a highly acquisitive company. Since the combination of Singleton Marine and Legendary Marine in 2014, we have acquired 40 additional stores through 17 dealer group acquisitions. Since the beginning of fiscal year 2019, we have acquired five additional dealer groups and 10 additional stores,

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and we plan to continue to aggressively pursue acquisitions going forward. We actively evaluate and pursue acquisitions on an ongoing basis, and our pipeline of potential acquisitions over the next 24 months currently includes four to eight dealer groups.

We have an extensive acquisition track record within the boating industry and believe we have developed a reputation for treating sellers and their staff in an honest and fair manner. We believe our reputation and scale have positioned us as a buyer of choice for boat dealers who want to sell their businesses. To date, 100% of our acquisitions have been sourced from inbound inquiries, and the number of annual inquiries we receive has consistently increased over time. Our strategy is to acquire stores at attractive EBITDA multiples and then grow same-store sales while benefitting from cost-reducing synergies. Historically, we have typically acquired dealer groups for less than 4.0x EBITDA on a trailing twelve months basis and believe that we will be able to continue to make attractive acquisitions within this range.

General Economic Conditions

General economic conditions and consumer spending patterns can negatively impact our operating results. Unfavorable local, regional, national, or global economic developments or uncertainties could reduce consumer spending and adversely affect our business. Consumer spending on discretionary goods may also decline as a result of lower consumer confidence levels, even if prevailing economic conditions are otherwise favorable. Economic conditions in areas in which we operate stores, particularly in the Southeast, can have a major impact on our overall results of operations. Local influences, such as corporate downsizing and inclement weather such as hurricanes and other storms, environmental conditions, and events could adversely affect our operations in certain markets and in certain periods. Any extended period of adverse economic conditions or low consumer confidence is likely to have a negative effect on our business.

Our business was significantly impacted during the recessionary period that began in 2007. This period of weakness in consumer spending and depressed economic conditions had a substantial negative effect on our operating results. In response to these conditions we reduced our inventory purchases, closed certain stores and reduced headcount. Additionally, in an effort to counteract the downturn, we increased our focus on pre-owned sales, parts and repair services, and finance and insurance services. As a result, we surpassed our pre-recession sales levels in less than 24 months. While we believe the measures we took significantly reduced the impact of the downturn on the business, we cannot guarantee similar results in the event of a future downturn. Additionally, we cannot predict the timing or length of unfavorable economic or industry conditions or the extent to which they could adversely affect our operating results.

Although past economic conditions have adversely affected our operating results, we believe we are capable of responding in a manner that allows us to substantially outperform the industry, resulting in market share gains. We believe our ability to capture such market share enables us to align our retail strategies with the desires of customers. We expect our core strengths, including retail and acquisition strategies, will allow us to capitalize on growth opportunities as they occur, despite market conditions.

Critical Accounting Policies and Significant Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingent assets and liabilities, each as of the date of the financial statements, and revenues and expenses during the periods presented. On an ongoing basis, management evaluates their estimates and assumptions, and the effects of any such revisions are reflected in the financial statements in the period in which they are determined to be necessary. Actual outcomes could differ materially from those estimates in a manner that could have a material effect on our consolidated financial statements. Set forth below are the policies and estimates that we have identified as critical to our business operations and understanding our results of operations, based on the high degree of judgment or complexity in their application.

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Revenue Recognition

Revenue is recognized from the sale of products and commissions earned on new and pre-owned boats (including used, brokerage and consignment) when ownership is transferred to the customer. Revenue from new, used and consignment sales is recorded at the gross sales price, while revenue from brokerage transactions is recorded on a net basis. Revenue from sales of parts, accessories, and supplies is recognized when they are delivered to the customer. Service revenue, including repairs under manufacturers’ warranties, is recognized when the customer accepts the serviced boat. Deferred revenue from storage and marina operations is recognized on a straight-line basis over the term of the contract as services are completed. Revenue from arranging financing, insurance and extended warranty contracts to customers through various third-party financial institutions and insurance companies is recognized when the related boats are sold, although a fee may be assessed by the third-party financial institutions and insurance companies in the event of an early cancellation of such loan or insurance contract by the customer. Deposits received from customers are recorded as a liability on the balance sheet until the related sales orders have been fulfilled by us and ownership is transferred to the customer.

Vendor Consideration Received

Consideration received from vendors is accounted for in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605-50, Revenue Recognition – Customer Payments and Incentives (“ASC 605-50”). Pursuant to ASC 605-50, manufacturer incentives based upon cumulative volume of sales and purchases are recorded as a reduction of inventory cost and related cost of sales when the amounts are probable and reasonably estimable.

Inventories

Inventories are stated at the lower of cost or net realizable value. The cost of new and pre-owned boat inventory is determined using the specific identification method. New and pre-owned boat sales histories indicated that the overwhelming majority of such boats are sold for, or in excess of, the cost to purchase those boats. In assessing the lower of cost or net realizable value, we consider the aging of the boats, historical sales of a particular product and current market conditions. Therefore, we generally do not maintain a reserve for boat inventory. The cost of parts and accessories is determined using the weighted average cost method. Inventory is reported net of write downs for obsolete and slow moving items of approximately $0.4 million and $0.3 million at September 30, 2018 and 2017, respectively, and approximately $0.4 million at June 30, 2019.

Goodwill and Other Intangible Assets

Goodwill and intangible assets are accounted for in accordance with FASB Accounting Standards Codification 350, “Intangibles — Goodwill and Other” (“ASC 350”), which provides that the excess of cost over net assets of businesses acquired is recorded as goodwill. For the years ended September 30, 2018 and 2017, we completed a combined total of seven acquisitions and recorded $14.3 million and $10.0 million in goodwill, and $13.0 million and $13.0 million in intangible assets, respectively. For the nine months ended June 30, 2019, we completed a total of four acquisitions and recorded $9.9 million in goodwill and $9.9 million in intangible assets. In total, current and previous acquisitions have resulted in the recording of $106.1 million in goodwill and $57.6 million in intangible assets as of June 30, 2019.

In accordance with ASC 350, goodwill and indefinite lived intangible assets are tested for impairment at least annually, or more frequently when events or circumstances indicate that impairment might have occurred. ASC 350 also states that if an entity determines, based on an assessment of certain qualitative factors, that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then a quantitative goodwill impairment test is unnecessary.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, that removes the step two of the goodwill impairment test, which requires a hypothetical purchase price allocation. Under the new guidance, a goodwill impairment is now the amount by which a reporting unit’s carrying value exceeds its fair value. The guidance is effective for annual and interim periods in fiscal years beginning after December 15, 2019 with early adoption permitted for any goodwill impairment tests performed after January 1, 2017. We early adopted ASU 2017-04 and the guidance has been applied for all goodwill impairment tests performed after January 1, 2017.

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We engaged a valuation specialist to assist management in performing a qualitative assessment used in testing goodwill for impairment. Based on this assessment, management concluded that it was more likely than not that the fair value of the reporting unit was greater than its carrying amount at September 30, 2018 and 2017. As a result, no impairment for goodwill was required for the years ended September 30, 2018 or 2017.

Impairment of Long-Lived Assets

FASB ASC 360-10-40, Property, Plant, and Equipment – Impairment or Disposal of Long-Lived Assets (“ASC 360-10-40”), requires that long-lived assets, such as property, equipment and purchased intangibles subject to amortization, be reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such an indication is present, the carrying amount of the asset is compared to the estimated undiscounted cash flows related to that asset. We would conclude that an asset is impaired if the sum of such expected future cash flows is less than the carrying amount of the related asset. If an asset is impaired, the impairment loss would be the amount by which the carrying amount of the related asset exceeds its fair value.

Fair Value of Financial Instruments

In determining fair value, we use various valuation approaches including market, income and cost approaches. FASB Topic 820, Fair Value Measurements, establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability, developed based on market data obtained from independent sources. Unobservable inputs are those that reflect our expectation of the assumptions that market participants would use in pricing the asset or liability, developed based on the best information available in the circumstances.

The grant date fair value of equity-based compensation and the fair value of the LLC Warrants were both based upon inputs that are unobservable and significant to the overall fair value measurement. Our valuation considered both a market approach and an income approach in determining fair value. While both approaches resulted in similar values, the market approach was weighted 25% and the income approach was weighted 75% since there are very few comparable marine related market participants. For the income approach, we projected long-term growth rates and cash flows and then discounted such values using a weighted average cost of capital. Such fair value measurements are highly complex and subjective in nature. Accordingly, a significant degree of judgment is required to estimate these fair value measurements, which may be volatile until such time as there is an established market price for our shares of Class A common stock on an established exchange.

Post-Offering Taxation and Public Company Costs

OneWater LLC is and has been organized as a pass through entity for U.S. federal income tax purposes and is therefore not subject to entity-level U.S. federal income taxes. OneWater Inc. was incorporated as a Delaware corporation on April 3, 2019 and therefore, after the consummation of this offering, will be subject to U.S. federal income taxes and additional state and local taxes with respect to its allocable share of any taxable income of OneWater LLC and will be taxed at the prevailing corporate tax rates. In addition to tax expenses, OneWater Inc. also will incur expenses related to its operations, plus payment obligations under the Tax Receivable Agreement, which are expected to be significant. To the extent OneWater LLC has available cash and subject to the terms of any current or future debt instruments, the Amended and Restated Limited Liability Company Agreement of OneWater LLC (the “OneWater LLC Agreement”) will require OneWater LLC to make pro rata cash distributions to OneWater Unit Holders, including OneWater Inc., in an amount sufficient to allow OneWater Inc. to pay its taxes and to make payments under the Tax Receivable Agreement. In addition, the OneWater LLC Agreement will require OneWater LLC to make non-pro rata payments to OneWater Inc. to reimburse it for its corporate and other overhead expenses, which payments are not treated as distributions under the OneWater LLC Agreement. See “—Tax Receivable Agreement” and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

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In addition, we expect to incur incremental, non-recurring costs related to our transition to a publicly traded corporation, including the costs of this initial public offering and the costs associated with the initial implementation of our internal control reviews and testing pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). We also expect to incur additional significant and recurring expenses as a publicly traded corporation, including costs associated with compliance under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), annual and quarterly reports to common stockholders, registrar and transfer agent fees, national stock exchange fees, audit fees, incremental director and officer liability insurance costs and director and officer compensation. Our financial statements following this offering will reflect the impact of these expenses.

How We Evaluate Our Operations

Revenue

We have a diversified revenue profile that is comprised of new boat sales, pre-owned boat sales, F&I products, repair and maintenance services, and parts and accessories. Although non-boat sales contributed approximately 10% and 11% to revenue in fiscal year 2018 and the nine months ended June 30, 2019, respectively, due to the higher gross margin on these product and service lines, non-boat sales contributed 27% and 31% to gross profit in fiscal year 2018 and the nine months ended June 30, 2019, respectively. During different phases of the economic cycle, consumer behavior may shift away from new boats; however, we are well-positioned to benefit from revenue from pre-owned boats, repair and maintenance services, and parts and accessories, which have all historically increased during periods of economic uncertainty. We generate pre-owned sales from boats traded-in for new and used boats, boats purchased from consumers, brokerage transactions and consignment sales. We have also diversified our business across geographies and dealership types (e.g., fresh water and salt water) in order to reduce the effects of seasonality. In addition to seasonality, revenue and operating results may also be significantly affected by quarter-to-quarter changes in economic conditions, manufacturer incentive programs, adverse weather conditions and other developments outside of our control.

Gross Profit

We calculate gross profit as revenue less cost of sales. Cost of sales consists of actual amounts paid for products, costs of services (primarily labor), transportation costs from manufacturers to our retail stores and vendor consideration. Gross profit excludes depreciation and amortization, which is presented separately in our consolidated statements of operations.

Gross Profit Margin

Our overall gross profit margin varies with our revenue mix. Sales of new and pre-owned boats, which have comparable margins, generally result in a lower gross profit margin than our non-boat sales. As a result, when revenue from non-boat sales increases as a percentage of total revenue, we expect our overall gross profit margin to increase.

Selling, General and Administrative Expenses

Selling, general, and administrative (“SG&A”) expenses consist primarily of salaries and incentive-based compensation, advertising, rent, insurance, utilities, and other customary operating expenses. A portion of our cost structure is variable (such as sales commissions and incentive compensation), or controllable (such as advertising), which we believe allows us to adapt to changes in the retail environment over the long term. We typically evaluate our variable expenses, selling expenses and all other SG&A expenses in the aggregate as a percentage of total revenue.

Same-Store Sales

We assess the organic growth of our revenue on a same-store basis. We believe that our assessment on a same-store basis represents an important indicator of comparative financial results and provides relevant information to assess our performance. New and acquired stores become eligible for inclusion in the comparable store base at the end of the store’s thirteenth month of operations under our ownership and revenues are only included for identical months in the same-store base periods. Stores

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relocated within an existing market remain in the comparable store base for all periods. Additionally, amounts related to closed stores are excluded from each comparative base period.

Adjusted EBITDA

We define Adjusted EBITDA as net income (loss) before interest expense – other, income taxes, depreciation and amortization and other (income) expense, further adjusted to eliminate the effects of items such as the change in the fair value of warrants, and transaction costs. See “—Comparison of Non-GAAP Financial Measure” for more information and a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP.

Summary of Acquisitions

The comparability of our results of operations between the periods discussed below is naturally affected by the acquisitions we have completed during such periods. We are also continuously evaluating and pursuing acquisitions on an ongoing basis, and such acquisitions, if completed, will continue to impact the comparability of our financial results. While we expect continued growth and strategic acquisitions in the future, our acquisitions may have materially different characteristics than our historical results, and such differences in economics may impact the comparability of our future results of operations to our historical results.

Fiscal Year 2019 Acquisitions

Effective December 1, 2018, OneWater LLC acquired substantially all of the assets of The Slalom Shop, LLC, a dealer group based in Texas with two stores.
Effective February 1, 2019, OneWater LLC acquired substantially all of the assets of Ray Clepper, Inc., d/b/a Ray Clepper Boat Center, a dealer group based in South Carolina with one store.
Effective February 1, 2019, OneWater LLC acquired substantially all of the assets of Ocean Blue Yacht Sales, LLC, a dealer group based in Florida with three stores.
Effective May 1, 2019, OneWater LLC acquired substantially all of the assets of Caribee Boat Sales and Marina, Inc., a dealer group based in Florida with one store.
Effective August 1, 2019, OneWater LLC acquired substantially all of the assets of Central Marine, a dealer group based in Florida with three stores.

We refer to the fiscal year 2019 acquisitions described above collectively as the “2019 Acquisitions.” The 2019 Acquisitions will be fully reflected in our consolidated financial statements for the fiscal year ending September 30, 2020 but will be only partially reflected in our consolidated financial statements for the fiscal year ending September 30, 2019, beginning on the date of acquisition and will not impact our results of operations for fiscal 2018 and 2017.

Fiscal Year 2018 Acquisitions

Effective June 1, 2018, OneWater LLC acquired Bosun’s Marine, Inc. (“Bosun’s”), a dealer group based in Massachusetts with five stores. Bosun’s was acquired by our subsidiary Bosun’s Assets & Operations, LLC, in which we hold a 75% ownership interest. The results of operations for Bosun’s have been included in our consolidated financial statements from that date and the former owner’s minority interest in our relevant subsidiary has been recorded accordingly.
Effective April 1, 2018, OneWater LLC acquired substantially all of the assets of Rebo, Inc., d/b/a Spend-A-Day Marina, a dealer group based in West Central Ohio with one store.
Effective February 1, 2018, OneWater LLC acquired substantially all of the assets of Texas Marine & Brokerage, Inc., d/b/a Texas Marine, a dealer group based in Texas with three stores.

We refer to the fiscal year 2018 acquisitions described above collectively as the “2018 Acquisitions.” The full impact of the 2018 Acquisitions will be reflected in our consolidated financial statements for the

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fiscal year ending September 30, 2019 but were only partially reflected in our consolidated financial statements for the fiscal year ended September 30, 2018, beginning on the date of acquisition and will not impact our results of operations in fiscal 2017.

Fiscal Year 2017 Acquisitions

Effective August 1, 2017, OneWater LLC acquired South Shore Marine Services, Inc. (“South Shore Marine”), a dealer group based in Ohio with one store. South Shore Marine was acquired by our subsidiary South Shore Lake Erie Assets & Operations, LLC, in which we hold a 75% ownership interest. The results of operations for South Shore Marine have been included in our consolidated financial statements from that date and the former owner’s minority interest in our relevant subsidiary has been recorded accordingly.
Effective March 1, 2017, OneWater LLC acquired substantially all of the assets of Lab Marine, Inc., d/b/a Grande Yachts, a dealer group located along the Eastern seaboard with nine stores.
Effective December 1, 2016, OneWater LLC acquired substantially all of the assets of Marina Mike’s LLC, a dealer group based in Florida with one store.
Effective November 1, 2016, OneWater LLC acquired substantially all of the assets of Destin Sunrise Marine, Inc. and Sunrise Marine of Alabama, Inc., a dealer group based in Florida and Alabama with two stores.

We refer to the fiscal year 2017 acquisitions described above collectively as the “2017 Acquisitions.” The full impact of the 2017 Acquisitions will be reflected in our consolidated financial statements for the fiscal year ended September 30, 2019 and 2018 but were only partially reflected in our consolidated financial statements for the fiscal year ending September 30, 2017, beginning on the date of acquisition.

Other Factors Affecting Comparability of Our Future Results of Operations to Our Historical Results of Operations

Our historical financial results discussed below may not be comparable to our future financial results for the reasons described below.

OneWater Inc. is subject to U.S. federal, state and local income taxes as a corporation. Our accounting predecessor, OneWater LLC, was and is treated as a partnership for U.S. federal income tax purposes, and as such, was generally not subject to U.S. federal income tax at the entity level. Rather, the tax liability with respect to its taxable income is passed through to its members. Accordingly, the financial data attributable to our predecessor contains no provision for U.S. federal income taxes or income taxes in any state or locality. We estimate that OneWater Inc. will be subject to U.S. federal, state and local taxes at a blended statutory rate of approximately 25% of pre-tax earnings.
As of June 30, 2019, the outstanding balance of the preferred units in Opco held by Goldman and Beekman was $84.2 million. On a pro forma basis giving effect to this offering and the use of net proceeds therefrom, together with cash on hand and borrowings under the GS/BIP Credit Facility, to fully redeem these preferred units, we would eliminate the amount recorded as temporary equity to our balance sheet and eliminate any future dividends related to the preferred units.
Goldman and Beekman hold the LLC Warrants, which contain conversion features that cause them to be accounted for as a liability on our balance sheet. Increases in this liability are recognized as an expense on our statements of operations and reduce our net income in historical periods. In connection with this offering, Goldman and Beekman have indicated that all of the LLC Warrants will be exercised for common units of OneWater LLC. On a pro forma basis giving effect to this offering and the exercise of the LLC Warrants for common units of OneWater LLC held by Goldman and Beekman, we expect to eliminate the fair value adjustment for the LLC Warrants for all periods after the offering, which will eliminate the corresponding charge against income.

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As we further implement controls, processes and infrastructure applicable to companies with publicly traded equity securities, it is likely that we will incur additional SG&A expenses relative to historical periods. See “—Post-Offering Taxation and Public Company Costs.”

Our future results will depend on our ability to efficiently manage our combined operations and execute our business strategy.

Results of Operations

Nine Months Ended June 30, 2019, Compared to Nine Months Ended June 30, 2018

 
Nine Months Ended June 30,
 
2019
2018
 
 
Description
Amount
% of
Revenue
Amount
% of
Revenue
$
Change
%
Change
 
($ in thousands, unaudited)
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New Boat Sales
$
375,160
 
 
66.8
%
$
294,205
 
 
66.0
%
$
80,955
 
 
27.5
%
Pre-Owned Boat Sales
 
122,043
 
 
21.7
%
 
106,854
 
 
24.0
%
 
15,189
 
 
14.2
%
Finance & Insurance Income
 
18,526
 
 
3.3
%
 
12,309
 
 
2.8
%
 
6,217
 
 
50.5
%
Service, Parts & Other
 
45,919
 
 
8.2
%
 
32,102
 
 
7.2
%
 
13,817
 
 
43.0
%
Total Revenue
 
561,648
 
 
100.0
%
 
445,470
 
 
100.0
%
 
116,178
 
 
26.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross Profit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New Boat Gross Profit
 
66,830
 
 
11.9
%
 
55,285
 
 
12.4
%
 
11,545
 
 
20.9
%
Pre-Owned Boat Gross Profit
 
19,847
 
 
3.5
%
 
18,417
 
 
4.1
%
 
1,430
 
 
7.8
%
Finance & Insurance Gross Profit
 
18,526
 
 
3.3
%
 
12,309
 
 
2.8
%
 
6,217
 
 
50.5
%
Service, Parts & Other Gross Profit
 
20,572
 
 
3.7
%
 
14,072
 
 
3.2
%
 
6,500
 
 
46.2
%
Gross Profit
 
125,775
 
 
22.4
%
 
100,083
 
 
22.5
%
 
25,692
 
 
25.7
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative
 
83,889
 
 
14.9
%
 
65,280
 
 
14.7
%
 
18,609
 
 
28.5
%
Depreciation and amortization
 
1,884
 
 
0.3
%
 
1,112
 
 
0.2
%
 
772
 
 
69.4
%
Gain on settlement of contingent consideration
 
(1,674
)
 
(0.3
)%
 
 
 
0.0
%
 
(1,674
)
 
(100.0
)%
Operating income (loss)
 
41,676
 
 
7.4
%
 
33,691
 
 
7.6
%
 
7,985
 
 
23.7
%
Interest expense – floor plan
 
6,730
 
 
1.2
%
 
3,813
 
 
0.9
%
 
2,917
 
 
76.5
%
Interest expense – other
 
4,391
 
 
0.8
%
 
2,743
 
 
0.6
%
 
1,648
 
 
60.1
%
Transaction costs
 
1,161
 
 
0.2
%
 
217
 
 
0.0
%
 
944
 
 
435.0
%
Change in fair value of warrant liability
 
(2,773
)
 
(0.5
)%
 
26,958
 
 
6.1
%
 
(29,731
)
 
(110.3
)%
Other (income) expense
 
(73
)
 
(0.0
)%
 
(3
)
 
0.0
%
 
(70
)
 
*
Pretax income (loss)
 
32,240
 
 
5.7
%
 
(37
)
 
0.0
%
 
32,277
 
 
*
Income taxes
 
 
 
0.0
%
 
 
 
0.0
%
 
 
 
0.0
%
Net Income (Loss)
 
32,240
 
 
5.7
%
 
(37
)
 
(0.0
)%
 
32,277
 
 
*
Less: Net income attributable to non-controlling interest
 
1,317
 
 
0.2
%
 
646
 
 
0.1
%
 
671
 
 
103.9
%
Net income (loss) attributable to OneWater LLC
$
30,923
 
 
5.5
%
$
(683
)
 
(0.2
)%
$
31,606
 
 
*

* Denotes that % change is such that it is not useful.

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Revenue

Overall, revenue increased by $116.2 million, or 26.1%, to approximately $561.6 million for the nine months ended June 30, 2019 from $445.5 million for the nine months ended June 30, 2018. Revenue generated from same-store sales increased 9.5% for the nine months ended June 30, 2019 as compared to the same period for 2018, primarily due to an increase in the average selling price of new and pre-owned boats and an increase in the number of new and pre-owned boats sold. Overall revenue increased by $42.0 million as a result of our increase in same-store sales and $74.2 million from stores not eligible for inclusion in the same-store sales base. Ineligible stores consist of the 2019 Acquisitions and revenue from the 2018 Acquisitions where there was no comparable revenue in the same-store sales base during fiscal year 2018. During the nine months ended June 30, 2019, we acquired seven stores, as compared to eight stores acquired for the same period of fiscal year 2018.

New Boat Sales

New boat sales increased by $81.0 million, or 27.5%, to approximately $375.2 million for the nine months ended June 30, 2019 from $294.2 million for the nine months ended June 30, 2018. The increase was the result of our same-store sales growth during the nine month period and the increased unit sales attributable to the 2019 Acquisitions and the partial impact of the 2018 Acquisitions. During the nine months ended June 30, 2019 we experienced an increase in unit sales of approximately 15.0% and an increase in average unit prices of approximately 10.9% over the comparable period in fiscal 2018. The increase in both units sold and average sales price was due in part to the mix of boat brands and models sold and product improvements in the functionality and technology of boats, which continues to be a driver of consumer demand.

Pre-owned Boat Sales

Pre-owned boat sales increased by $15.2 million, or 14.2%, to approximately $122.0 million for the nine months ended June 30, 2019 from $106.9 million for the nine months ended June 30, 2018. We sell a wide range of brands and sizes of pre-owned boats under different types of sales arrangements (e.g., trade-ins, brokerage and consignment), which causes periodic and seasonal fluctuations in the average sales price. Pre-owned boat sales for the nine months ended June 30, 2019, benefited from a 26.2% increase in the number of units sold largely due to the increase in same-store sales and unit sales attributable to the full impact of the 2018 Acquisitions and the partial impact of the 2019 Acquisitions. This increase was partially offset by a decline in the average sales price per pre-owned unit in the nine months ended June 30, 2019. This decline was due to fluctuations in the mix of pre-owned products and the composition of the brands and models sold during the period.

Finance & Insurance Income

Finance & insurance income increased by $6.2 million, or 50.5%, to approximately $18.5 million for the nine months ended June 30, 2019 from $12.3 million for the nine months ended June 30, 2018. The increase in revenue from arranging F&I products, including financing, insurance and extended warranty contracts, to customers through various third-party financial institutions and insurance increased as the result of the increase in same-store sales, along with the additional revenue attributable to the 2019 Acquisitions and the inclusion of a full period of revenue attributable to the 2018 Acquisitions. We remain very focused on improving sales of F&I products throughout our dealer group network and implementing best practices at acquired dealer groups and existing stores. F&I products increased as a percentage of total revenue to 3.3% in the nine months ended June 30, 2019 from 2.8% for the nine months ended June 30, 2018. Since finance & insurance income is fee-based, we do not incur any related cost of sale. Finance & insurance income is recorded net of related fees, including fees charged back due to any early cancellation of loan or insurance contracts by a customer.

Service, Parts & Other Sales

Service, parts & other sales increased by $13.8 million, or 43.0%, to approximately $45.9 million for the nine months ended June 30, 2019 from $32.1 million for the nine months ended June 30, 2018. This increase in service, parts & other sales is due to ancillary sales generated from our increase in new and pre-owned boat sales and sales attributable to the 2019 Acquisitions, including increased storage and fuel sales.

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Gross Profit

Overall, gross profit increased by $25.7 million, or 25.7%, to approximately $125.8 million for the nine months ended June 30, 2019 from $100.1 million for the nine months ended June 30, 2018. This increase was primarily due to our overall increase in same-store sales, primarily driven by an increase in new boat sales. The increase in gross profit was also a result of an increase in the number of stores due to the 2019 Acquisitions and the inclusion of a full nine months of results of the applicable 2018 Acquisitions. Overall gross margins decreased 10 basis points to 22.4% for the nine months ended June 30, 2019 from 22.5% in the same period of 2018 and was due to the factors noted below.

New Boat Gross Profit

New boat gross profit increased by $11.5 million, or 20.9%, to approximately $66.8 million for the nine months ended June 30, 2019 from $55.3 million for the nine months ended June 30, 2018. This increase was due to our overall increase in same-store sales and acquired stores during the year. New boat gross profit as a percentage of new boat revenue was 17.8% for the nine months ended June 30, 2019 as compared to 18.8% in the nine months ended June 30, 2018. The decrease in new boat gross profit margin is due to our promotional efforts to drive our same-store sales increase during the important boat show season and the challenging winter months.

Pre-owned Boat Gross Profit

Pre-owned boat gross profit increased by $1.4 million, or 7.8%, to approximately $19.8 million for the nine months ended June 30, 2019 from $18.4 million for the nine months ended June 30, 2018. This increase was due to an overall increase in our same-store sales and acquired stores during the year, partially offset by a reduction in average unit prices. Pre-owned boat gross profit as a percentage of pre-owned boat revenue was 16.3% and 17.2% for the nine months ended June 30, 2019 and 2018, respectively. We sell a wide range of brands and sizes of pre-owned boats under different types of sales arrangements (e.g., trade-ins, brokerage, consignment and wholesale), which may cause periodic and seasonal fluctuations in pre-owned gross profit as a percentage of revenue. In the nine months ended June 30, 2019, we experienced a decline in our gross profit margin on boats purchased or trade-ins. This was partially offset by a shift in product mix due in part to an increase in brokerage sales.

Finance & Insurance Gross Profit

Finance & insurance gross profit increased by $6.2 million, or 50.5%, to approximately $18.5 million for the nine months ended June 30, 2019 from $12.3 million for the nine months ended June 30, 2018. Finance & insurance income is fee-based revenue for which we do not recognize incremental expense.

Service, Parts & Other Gross Profit

Service, parts & other gross profit increased by $6.5 million or 46.2%, to approximately $20.6 million for the nine months ended June 30, 2019 from $14.1 million for the nine months ended June 30, 2018. Service, parts & other gross profit as a percentage of service, parts & other revenue was 44.8% and 43.8% for the nine months ended June 30, 2019 and 2018, respectively. This increase in gross profit margin was the result of an increase in parts gross profit margin and an increase in storage and other gross profit margin, partially offset by a decline in service gross profit.

Selling, General & Administrative Expenses

SG&A expenses increased by $18.6 million, or 28.5%, to approximately $83.9 million for the nine months ended June 30, 2019 from $65.3 million for the nine months ended June 30, 2018. This increase was primarily due to the impact of acquisitions and expenses incurred to support the overall increase in same-store sales and consisted of $11.4 million related to an increase in personnel expenses, $4.5 million related to an increase in selling and administrative expenses, and $2.7 million related to an increase in fixed expenses. SG&A expenses as a percentage of revenue remained relatively constant at 14.9% and 14.7% for the nine months ended June 30, 2019 and 2018, respectively.

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Depreciation and Amortization

Depreciation and amortization expense increased $0.8 million, or 69.4%, to $1.9 million for the nine months ended June 30, 2019 compared to $1.1 million for the nine months ended June 30, 2018. The increase was primarily attributable to an increase in our asset base, including the 2019 additions and the inclusion of a full period of expense attributable to the 2018 additions of maintenance capital expenditures, equipment and leasehold improvements, and growth capital expenditures.

Gain on Settlement of Contingent Consideration

During the nine months ended June 30, 2019, we reduced our estimate of contingent consideration related to the Texas Marine, Grande Yachts, and USA Marine Sales, Inc. acquisitions in the amount of $1.7 million.

Operating Income

Operating income increased $8.0 million, or 23.7%, to $41.7 million for the nine months ended June 30, 2019 compared to $33.7 million for the nine months ended June 30, 2018. The increase was primarily attributable to our overall growth due to increases in same-store sales, the 2019 Acquisitions and the inclusion of a full period of financial results related to the 2018 Acquisitions.

Interest Expense – Floor Plan

Interest expense – floor plan increased $2.9 million, or 76.5%, to $6.7 million for the nine months ended June 30, 2019 compared to $3.8 million for the nine months ended June 30, 2018 and was primarily attributable to a $84.7 million increase in the outstanding borrowings on our Inventory Financing Facility as of June 30, 2019 compared to June 30, 2018 as a result of our same-store sales growth and stores acquired in the 2019 and 2018 Acquisitions.

Interest Expense – Other

The increase in interest expense – other of $1.6 million, or 60.1%, to $4.4 million for the nine months ended June 30, 2019 compared to $2.7 million for the nine months ended June 30, 2018 was primarily attributable to a $34.1 million increase in our long-term debt primarily used to fund our 2019 and 2018 Acquisitions.

Transaction Costs

The increase in transaction costs of $0.9 million, or 435.0%, to $1.2 million for the nine months ended June 30, 2019 compared to $0.2 million for the nine months ended June 30, 2018 was primarily attributable to the costs of our 2019 and 2018 Acquisitions.

Change in Fair Value of Warrant Liability

The decrease in fair value of warrant liability of $29.7 million, or 110.3%, to $(2.8) million for the nine months ended June 30, 2019 compared to $27.0 million for the nine months ended June 30, 2018 was primarily attributable to an overall increase in the enterprise value of the Company due to our significant increase in sales and earnings offset by a decline in the implied value of other market participants.

Other (Income) Expense

Other income increased $70,000 to $73,000 for the nine months ended June 30, 2019 compared to $3,000 for the nine months ended June 30, 2018.

Net Income/(Loss)

Net income increased by $32.3 million to net income of $32.2 million for the nine months ended June 30, 2019 compared to a net loss of $37,000 for the nine months ended June 30, 2018. Such increase was primarily attributable to our overall growth, the change in fair value of the warrant liability from expense of $27.0 million in the nine months ended June 30, 2018 to income of $2.8 million in the same period of 2019, the 2019 Acquisitions, and the inclusion of a full nine months of financial results attributable to the 2018 Acquisitions.

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Year Ended September 30, 2018, Compared to Year Ended September 30, 2017

 
Years Ended September 30,
 
2018
2017
 
 
Description
Amount
% of
Revenue
Amount
% of
Revenue
$
%
Change
 
($ in thousands)
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New Boat Sales
$
398,586
 
 
66.1
%
$
250,297
 
 
63.9
%
$
148,289
 
 
59.2
%
Pre-Owned Boat Sales
 
140,931
 
 
23.4
%
 
98,320
 
 
25.1
%
 
42,610
 
 
43.3
%
Finance & Insurance Income
 
16,623
 
 
2.8
%
 
9,896
 
 
2.5
%
 
6,727
 
 
68.0
%
Service, Parts & Other
 
46,665
 
 
7.7
%
 
32,969
 
 
8.4
%
 
13,696
 
 
41.5
%
Total Revenue
 
602,805
 
 
100.0
%
 
391,483
 
 
100.0
%
 
211,322
 
 
54.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross Profit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New Boat Gross Profit
$
76,460
 
 
12.7
%
$
46,091
 
 
11.8
%
$
30,370
 
 
65.9
%
Pre-Owned Boat Gross Profit
 
24,473
 
 
4.1
%
 
15,205
 
 
3.9
%
 
9,268
 
 
61.0
%
Finance & Insurance Gross Profit
 
16,623
 
 
2.8
%
 
9,896
 
 
2.5
%
 
6,727
 
 
68.0
%
Service, Parts & Other Gross Profit
 
20,097
 
 
3.3
%
 
14,509
 
 
3.7
%
 
5,588
 
 
38.5
%
Gross Profit
 
137,654
 
 
22.8
%
 
85,701
 
 
21.9
%
 
51,953
 
 
60.6
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative
 
91,297
 
 
15.1
%
 
65,351
 
 
16.7
%
 
25,946
 
 
39.7
%
Depreciation and amortization
 
1,685
 
 
0.3
%
 
1,055
 
 
0.3
%
 
630
 
 
59.7
%
Operating income (loss)
 
44,672
 
 
7.4
%
 
19,294
 
 
4.9
%
 
25,378
 
 
131.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense – floor plan
 
5,534
 
 
0.9
%
 
2,686
 
 
0.7
%
 
2,848
 
 
106.0
%
Interest expense – other
 
3,836
 
 
0.6
%
 
2,266
 
 
0.6
%
 
1,570
 
 
69.3
%
Transaction costs
 
438
 
 
0.1
%
 
327
 
 
0.1
%
 
110
 
 
33.7
%
Change in fair value of warrant liability
 
33,187
 
 
5.5
%
 
18,057
 
 
4.6
%
 
15,130
 
 
83.8
%
Other (income) expense
 
(269
)
 
(0.0
)%
 
217
 
 
0.0
%
 
(486
)
 
(224.1
)%
Pretax income
 
1,946
 
 
0.3
%
 
(4,258
)
 
(1.1
)%
 
6,205
 
 
145.7
%
Income taxes
 
 
 
0.0
%
 
 
 
0.0
%
 
 
 
0.0
%
Net Income (Loss)
 
1,946
 
 
0.3
%
 
(4,258
)
 
(1.1
)%
 
6,205
 
 
145.7
%
Less: Net income attributable to non-controlling interest
 
830
 
 
0.1
%
 
13
 
 
0.0
%
 
817
 
 
*
Net income (loss) attributable to OneWater LLC
$
1,116
 
 
0.2
%
$
(4,272
)
 
(1.1
)%
$
5,388
 
 
126.1
%

* Denotes that % change is such that it is not useful.

Revenue

Overall, revenue increased by $211.3 million, or 54.0%, to approximately $602.8 million for the fiscal year ended September 30, 2018 from $391.5 million for the year ended September 30, 2017. Overall revenue increased by $86.5 million as a result of our increase in same-store sales and $124.8 million from stores not eligible for inclusion in the same-store sales base. Ineligible stores consist of the 2018 Acquisitions and revenue from 2017 Acquisitions where there was no comparable revenue in the same-store sales base during fiscal year 2017. Revenue generated from same-store sales increased 22.2% for the fiscal year ended September 30, 2018 as compared to the same period for 2017, primarily due to an increase in the average selling price of new and pre-owned boats and an increase in the number of new and pre-owned boats sold. During fiscal year 2018, we acquired eight stores, as compared to four stores opened and 12 stores acquired for the same period of fiscal year 2017.

New Boat Sales

New boat sales increased by $148.3 million, or 59.2%, to approximately $398.6 million for the fiscal year ended September 30, 2018 from $250.3 million for the year ended September 30, 2017. For the fiscal year ended September 30, 2018, we sold approximately 4,400 new units compared to

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approximately 3,100 units for the fiscal year ended September 30, 2017, an increase partially attributable to same-store sales growth and also benefiting from the increased unit sales attributable to the full impact of the 2017 Acquisitions and the partial impact of the 2018 Acquisitions. Additionally, our average unit price increased $11,000 to approximately $91,000 for the fiscal year ended September 30, 2018 from approximately $80,000 for the fiscal year ended September 30, 2017. The increase in both units sold and average sales price was due in part to the mix of boat brands and models sold. Additionally, recent product improvements in the functionality and technology of boats has also been a driver of consumer demand for the products we sell. An overall increase in the cost of new boats resulting from these improvements, along with the availability of more optional equipment, increased our average sales price.

Pre-owned Boat Sales

Pre-owned boat sales increased by $42.6 million, or 43.3%, to approximately $140.9 million for the fiscal year ended September 30, 2018 from $98.3 million for the year ended September 30, 2017. We sell a wide range of brands and sizes of pre-owned boats under different types of sales arrangements (e.g., trade-ins, brokerage and consignment), which causes periodic and seasonal fluctuations in the average sales price. Pre-owned boat sales for fiscal year 2018 benefited from an increase in both the number of units sold (due largely to an increase in same-store sales and unit sales attributable to the full impact of the 2017 Acquisitions and the partial impact of the 2018 Acquisitions) and average sales price per unit. For the fiscal year ended September 30, 2018, we sold approximately 2,000 pre-owned units compared to approximately 1,460 pre-owned units for the fiscal year ended September 30, 2017. Additionally, our average unit price increased by $7,300 to approximately $43,800 for the fiscal year ended September 30, 2018, from approximately $36,500 for the fiscal year ended September 30, 2017. This increase in both number of pre-owned boat units sold and average pre-owned boat unit prices is partially due to an increase in brokerage sales resulting from recently acquired stores and the availability of late-model pre-owned boats traded in by customers for new boats.

Finance & Insurance Income

Revenue from arranging F&I products, including financing, insurance and extended warranty contracts, to customers through various third-party financial institutions and insurance companies increased by $6.7 million, or 68.0%, to approximately $16.6 million for the fiscal year ended September 30, 2018 from $9.9 million for the year ended September 30, 2017. This increase was the result of the increase in same-store sales, along with the additional revenue attributable to the 2018 Acquisitions and the inclusion of a full year of revenue attributable to the 2017 Acquisitions. We remain very focused on improving sales of F&I products throughout our dealer group network and implementing best practices at acquired dealer groups and existing stores. F&I products increased as a percentage of total revenue to 2.8% in the fiscal year ended September 30, 2018 from 2.5% for the fiscal year ended September 30, 2017. Since finance & insurance income is fee-based, we do not incur any related cost of sale. Finance & insurance income is recorded net of related fees, including fees charged back due to any early cancellation of loan or insurance contracts by a customer.

Service, Parts & Other Sales

Service, parts & other sales increased by $13.7 million, or 41.5%, to approximately $46.7 million for the fiscal year ended September 30, 2018 from $33.0 million for the year ended September 30, 2017. This increase in service, parts & other sales is due to ancillary sales generated from our increase in new and pre-owned boat sales and sales attributable to the 2018 Acquisitions, including increased storage and fuel sales.

Gross Profit

Overall, gross profit increased by $52.0 million, or 60.6%, to approximately $137.7 million for the fiscal year ended September 30, 2018 from $85.7 million for the year ended September 30, 2017. This increase was primarily due to our overall increase in same-store sales, primarily driven by an increase new boat sales. The increase in gross profit was also a result of an increase in the number of stores due to the 2018 Acquisitions and the inclusion of a full year of results of the 2017 Acquisitions. Overall gross margins increased 90 basis points to 22.8% for the fiscal year ended September 30, 2018 from 21.9% in the same period of 2017 and was due to the factors noted below.

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New Boat Gross Profit

New boat gross profit increased by $30.4 million, or 65.9%, to approximately $76.5 million for the fiscal year ended September 30, 2018 from $46.1 million for the year ended September 30, 2017. This increase was due to our overall increase in same-store sales and acquired stores during the year. New boat gross profit as a percentage of new boat revenue was 19.2% and 18.4% for the fiscal years ended September 30, 2018 and 2017, respectively. The increase in new boat gross profit margin is due to an increase in the average sales price of new boats as well as an increase in demand for the higher margin products we sell, as a result of the product improvements and enhancements that manufacturers offered during this period.

Pre-owned Boat Gross Profit

Pre-owned boat gross profit increased by $9.3 million, or 61.0%, to approximately $24.5 million for the fiscal year ended September 30, 2018 from $15.2 million for the year ended September 30, 2017. This increase was due to an overall increase in our same-store sales and acquired stores during the year. Pre-owned boat gross profit as a percentage of pre-owned boat revenue was 17.4% and 15.5% for the fiscal years ended September 30, 2018 and 2017, respectively. We sell a wide range of brands and sizes of pre-owned boats under different types of sales arrangements (e.g., trade-ins, brokerage, consignment and wholesale), which may cause periodic and seasonal fluctuations in pre-owned gross profit as a percentage of revenue. In the fiscal year ended September 30, 2018, we experienced a shift in product mix due in part to an increase in brokerage sales resulting from our acquired stores, which have a significantly higher gross profit margin than our gross profit margin on trade-in boats. Additionally, we made improvements in our gross profit margins on units that were sold at wholesale and units sold at consignment. These improvements to our gross profit percentage of revenue were partially offset by a decline in our gross profit percentage on boats purchased or trade-ins.

Finance & Insurance Gross Profit

Finance & insurance gross profit increased by $6.7 million, or 68.0%, to approximately $16.6 million for the fiscal year ended September 30, 2018 from $9.9 million for the year ended September 30, 2017. Finance & insurance income is fee-based revenue for which we do not recognize incremental expense.

Service, Parts & Other Gross Profit

Service, parts & other gross profit increased by $5.6 million or 38.5%, to approximately $20.1 million for the fiscal year ended September 30, 2018 from $14.5 million for the year ended September 30, 2017. Service, parts & other gross profit as a percentage of service, parts & other revenue was 43.1% and 44.0% for the fiscal years ended September 30, 2018 and 2017, respectively. This decrease in gross profit margin was the result of a 50 basis point decline in service gross profit and a decline in storage & other gross profit, partially offset by a 140 basis point increase in parts gross profits.

Selling, General & Administrative Expenses

SG&A expenses increased by $25.9 million, or 39.7%, to approximately $91.3 million for the fiscal year ended September 30, 2018 from $65.4 million for the year ended September 30, 2017. This increase was primarily due to the impact of acquisitions and expenses incurred to support the overall increase in same-store sales and consisted of $18.8 million related to an increase in personnel expenses, $4.3 million related to an increase in selling related expenses, including marketing, boat shows and delivery expenses, and $2.9 million related to an increase in fixed expenses, including rent associated with our additional retail locations. SG&A expenses as a percentage of revenue declined to 15.1% from 16.7% for the fiscal years ended September 30, 2018 and 2017, respectively. The reduction in SG&A expenses as a percentage of revenue was the result of our ability to leverage the fixed costs of our existing and acquired stores and to control variable and compensation costs as overall revenue increased.

Depreciation and Amortization

Depreciation and amortization expense increased $0.6 million, or 59.7%, to $1.7 million for the fiscal year ended September 30, 2018 compared to $1.1 million for the fiscal year ended September 30, 2017.

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The increase was primarily attributable to an increase in our asset base, including maintenance capital expenditures of $3.6 million for our existing and acquired stores, such as equipment and leasehold improvements, and growth capital expenditures of $6.9 million, including the two stores purchased in the fiscal year ended September 30, 2018.

Operating Income

Operating income increased $25.4 million, or 131.5%, to $44.7 million for the fiscal year ended September 30, 2018 compared to $19.3 million for the fiscal year ended September 30, 2017. The increase was primarily attributable to our overall growth due to increases in same-stores sales, the 2018 Acquisitions and the inclusion of a full year of financial results related to the 2017 Acquisitions.

Interest Expense – Floor Plan

Interest expense – floor plan increased $2.8 million, or 106.0%, to $5.5 million for the fiscal year ended September 30, 2018 compared to $2.7 million for the fiscal year ended September 30, 2017 and was primarily attributable to an increase in the variable rate on our Inventory Financing Facility (as defined herein) and a $59.5 million increase in average borrowings to support our same-store sales growth and stores acquired in the 2018 and 2017 Acquisitions.

Interest Expense – Other

The increase in interest expense – other of $1.6 million, or 69.3%, to $3.8 million for the fiscal year ended September 30, 2018 compared to $2.3 million for the fiscal year ended September 30, 2017 was primarily attributable to a $15.0 million increase in our outstanding borrowings on the GS/BIP Credit Facility associated with our 2018 and 2017 Acquisitions.

Transaction Costs

The increase in transaction costs of $0.1 million, or 33.7%, to $0.4 million for the fiscal year ended September 30, 2018 compared to $0.3 million for the fiscal year ended September 30, 2017 was primarily attributable to the costs of our 2018 and 2017 Acquisitions.

Change in Fair Value of Warrant Liability

The increase in change in fair value of warrant liability of $15.1 million, or 83.8%, to $33.2 million for the fiscal year ended September 30, 2018 compared to $18.1 million for the fiscal year ended September 30, 2017 was primarily attributable to an overall increase in the enterprise value of the Company due to our significant increase in sales and earnings.

Other (Income) Expense

The increase in other (income) expense of $0.5 million, or 224.1%, to other income of $0.3 million for the fiscal year ended September 30, 2018 compared to other expense of $0.2 million for the fiscal year ended September 30, 2017 was primarily attributable to insurance proceeds related to hurricane-related claims received during fiscal 2018.

Net Income/(Loss)

The increase in net income of $6.2 million, or 145.7%, to $1.9 million for the fiscal year ended September 30, 2018 compared to a net loss of $4.3 million for the fiscal year ended September 30, 2017 was primarily attributable to our overall growth due to the 22.2% increase in same-store sales, the 2018 Acquisitions, and the inclusion of a full year of financial results attributable to the 2017 Acquisitions. The increase was also attributable to our overall ability to control expenses in light of the significant increase in sales. These amounts were partially offset by the increase in the fair value of the warrant liability.

Comparison of Non-GAAP Financial Measure

We view Adjusted EBITDA as an important indicator of performance. We define Adjusted EBITDA as net income (loss) before interest expense – other, income taxes, depreciation and amortization and other (income) expense, further adjusted to eliminate the effects of items such as the change in the fair value of warrants and transaction costs.

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Our board of directors, management team and lenders use Adjusted EBITDA to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization) and other items (such as the fair value adjustment of the warrants and transaction costs) that impact the comparability of financial results from period to period. We present Adjusted EBITDA because we believe it provides useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP. Adjusted EBITDA is not a financial measure presented in accordance with GAAP. We believe that the presentation of this non-GAAP financial measure will provide useful information to investors and analysts in assessing our financial performance and results of operations across reporting periods by excluding items we do not believe are indicative of our core operating performance. Net income (loss) is the GAAP measure most directly comparable to Adjusted EBITDA. Our non-GAAP financial measure should not be considered as an alternative to the most directly comparable GAAP financial measure. You are encouraged to evaluate each of these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in such presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the presentation of Adjusted EBITDA in the future, and any such modification may be material. Adjusted EBITDA has important limitations as an analytical tool and you should not consider Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA may be defined differently by other companies in our industry, our definition of this non-GAAP financial measure may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.

The following tables present a reconciliation of Adjusted EBITDA to our net income (loss), which is the most directly comparable GAAP measure for the periods presented.

Nine Months Ended June 30, 2019, Compared to Nine Months Ended June 30, 2018

 
Nine Months Ended June 30,
Description
2019
2018
Change
 
($ in thousands, unaudited)
Net income (loss)
$
32,240
 
$
(37
)
$
32,277
 
Interest expense – other
 
4,391
 
 
2,743
 
 
1,648
 
Income taxes
 
 
 
 
 
 
Depreciation and amortization
 
1,884
 
 
1,112
 
 
772
 
Change in fair value of warrant(1)
 
(2,773
)
 
26,958
 
 
(29,731
)
Gain on settlement of contingent consideration
 
(1,674
)
 
 
 
(1,674
)
Transactional costs(2)
 
1,161
 
 
217
 
 
944
 
Other (income) expense
 
(73
)
 
(3
)
 
(70
)
Adjusted EBITDA
$
35,156
 
$
30,990
 
$
4,166
 
(1) Represents the non-cash expense recognized during the period for the change in the fair value of the LLC Warrants held by Goldman and Beekman, which are accounted for as liabilities on our balance sheet.
(2) Consists of transaction costs related to the 2019 Acquisitions and 2018 Acquisitions.

Adjusted EBITDA was $35.2 million for the nine months ended June 30, 2019 compared to $31.0 million for the nine months ended June 30, 2018. The increase in Adjusted EBITDA resulted from our 9.5% increase in same-store sales growth during the nine months ended June 30, 2019, combined with the results of the 2019 Acquisitions and the inclusion of the financial results of the 2018 Acquisitions for the full nine month period. This increase in Adjusted EBITDA as a result of increased sales was partially offset by a reduction in our gross profit percentage.

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Year Ended September 30, 2018, Compared to Year Ended September 30, 2017

 
Years Ended September 30,
Description
2018
2017
Change
 
($ in thousands)
Net income (loss)
$
1,946
 
$
(4,258
)
$
6,205
 
Interest expense – other
 
3,836
 
 
2,266
 
 
1,570
 
Income taxes
 
 
 
 
 
 
Depreciation and amortization
 
1,685
 
 
1,055
 
 
630
 
Change in fair value of warrant(1)
 
33,187
 
 
18,057
 
 
15,130
 
Transaction costs(2)
 
438
 
 
327
 
 
110
 
Other (income) expense(3)
 
(269
)
 
217
 
 
485
 
Adjusted EBITDA
$
40,823
 
$
17,664
 
$
23,159
 
(1) Represents the non-cash expense recognized during the period for the change in the fair value of the LLC Warrants held by Goldman and Beekman, which are accounted for as liabilities on our balance sheet.
(2) Consists of transaction costs related to the 2018 Acquisitions and 2017 Acquisitions.
(3) Other (income) expense was primarily attributable to insurance proceeds related to hurricane related claims received during fiscal 2018.

Adjusted EBITDA was $40.8 million for the fiscal year ended September 30, 2018 compared to $17.7 million for the fiscal year ended September 30, 2017. The increase in Adjusted EBITDA resulted from our 22.2% same-store sales growth for the fiscal year ended September 30, 2018 and the effects of our 2018 Acquisitions and the inclusion of a full year of financial results attributable to the 2017 Acquisitions. Additionally, Adjusted EBITDA was also positively impacted by improvements in our gross profit as a percentage of revenue and a reduction in our SG&A expenses as a percentage of revenue.

Seasonality

Our business, along with the entire recreational boating industry, is highly seasonal, and such seasonality varies by geographic market. With the exception of Florida, we generally realize significantly lower sales and higher levels of inventories, and related floor plan borrowings, in the quarterly periods ending December 31 and March 31. Revenue generated from our stores in Florida serves to offset generally lower winter revenue in our other states and enables us to maintain a more consistent revenue stream. The onset of the public boat and recreation shows in January stimulates boat sales and typically allows us to reduce our inventory levels and related floor plan borrowings throughout the remainder of the fiscal year. The impact of seasonality on our results of operations could be materially impacted based on the location of our acquisitions. For example, our operations could be substantially more seasonal if we acquire dealer groups that operate in colder regions of the United States. Our business is also subject to weather patterns, which may adversely affect our results of operations. For example, prolonged winter conditions, reduced rainfall levels or excessive rain, may limit access to boating locations or render boating dangerous or inconvenient, thereby curtailing customer demand for our products and services. In addition, unseasonably cool weather and prolonged winter conditions may lead to a shorter selling season in certain locations. Hurricanes and other storms could result in disruptions of our operations or damage to our boat inventories and facilities, as has been the case when Florida and other markets were affected by hurricanes. We believe our geographic diversity is likely to reduce the overall impact to us of adverse weather conditions in any one market area. For more information, see “Risk Factors—Our business, as well as the entire recreational boating industry, is highly seasonal, with seasonality varying in different geographic markets” and “Business—Seasonality.”

Liquidity and Capital Resources

Overview

Upon completion of this offering, we will be a holding company with no operations and will be the sole managing member of OneWater LLC. Upon completion of this offering and the application of proceeds therefrom, our principal asset will consist of common units of OneWater LLC. Our earnings and cash flows and ability to meet our obligations under the GS/BIP Credit Facility and any other debt obligations

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will depend on the cash flows resulting from the operations of our operating subsidiaries, and the payment of distributions by such subsidiaries. Our existing GS/BIP Credit Facility and our existing Inventory Financing Facility (described below) contain certain restrictions on distributions or transfers from our operating subsidiaries to their members or unitholders, as applicable, as described in the summaries below under “—Debt Agreements—GS/BIP Credit Facility ” and “—Inventory Financing Facility”. Accordingly, the operating results of our subsidiaries may not be sufficient for them to make distributions to us. As a result, our ability to make payments under the GS/BIP Credit Facility and any other debt obligations or to declare dividends could be limited.

Our cash needs are primarily for growth through acquisitions and working capital to support our retail operations, including new and pre-owned boat and related parts inventories and off-season liquidity. We routinely monitor our cash flow to determine the amount of cash available to complete acquisitions of dealer groups and stores. We monitor our inventories, inventory aging and current market trends to determine our current and future inventory and related floorplan financing needs. Based on current facts and circumstances, we believe we will have adequate cash flow, coupled with available borrowing capacity, to fund our current operations, capital expenditures and acquisitions for the next twelve months.

Cash needs for acquisitions have historically been financed with our GS/BIP Credit Facility and cash generated from operations. Our ability to utilize the GS/BIP Credit Facility to fund operations depends upon Adjusted EBITDA and compliance with covenants of the GS/BIP Credit Facility. Cash needs for inventory have historically been financed with our Inventory Financing Facility. Our ability to fund inventory purchases and operations depends on the collateral levels and our compliance with the covenants of the Inventory Financing Facility. As of June 30, 2019, we were in compliance with all covenants under the GS/BIP Credit Facility and the Inventory Financing Facility.

Cash Flows

Analysis of Cash Flow Changes Between the Nine Months Ended June 30, 2019 and 2018

The following table summarizes our cash flows for the periods indicated:

 
Nine Months Ended June 30,
Description
2019
2018
Change
 
($ in thousands, unaudited)
Net cash provided by (used in) operating activities
$
(23,974
)
$
(1,416
)
$
(22,558
)
Net cash provided by (used in) investing activities
 
(7,988
)
 
(18,430
)
 
10,442
 
Net cash provided by financing activities
 
41,690
 
 
29,613
 
 
12,077
 
Net change in cash
$
9,728
 
$
9,767
 
$
(39
)

Operating Activities. Net cash used in operating activities was $24.0 million for the nine months ended June 30, 2019 compared to $1.4 million for the nine months ended June 30, 2018. The $22.6 million increase in cash used in operating activities was primarily attributable to a $43.2 million increase in inventory and a $19.9 million increase in accounts receivable. These amounts were partially offset by the net income for the period and a reduction in the adjustment related to the fair value of the warrant liability.

Investing Activities. Net cash used in investing activities was $8.0 million for the nine months ended June 30, 2019 compared to $18.4 million for the nine months ended June 30, 2018. The $10.4 million decrease in net cash used in investing activities was primarily attributable to a reduction in the amount of cash utilized to complete the acquisitions in the nine months ended June 30, 2019 versus the amount of cash used in acquisitions in the nine months ended June 30, 2018.

Financing Activities. Net cash provided by financing activities was $41.7 million for the nine months ended June 30, 2019 compared to $29.6 million for the nine months ended June 30, 2018. The $12.1 million increase in cash provided by financing activities was primarily attributable to the increase in cash flow provided by the Inventory Financing Facility of $21.0 million, partially offset by an increase in cash used for distributions to members of $8.8 million.

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Analysis of Cash Flow Changes Between the Year Ended September 30, 2018 and 2017

The following table summarizes our cash flows for the periods indicated:

 
Year Ended September 30,
Description
2018
2017
Change
 
(in thousands)
Net cash provided by (used in) operating activities
$
(4,654
)
$
6,514
 
$
(11,168
)
Net cash provided by (used in) investing activities
 
(23,920
)
 
(23,304
)
 
(615
)
Net cash provided by financing activities
 
34,257
 
 
16,993
 
 
17,264
 
Net change in cash
$
5,683
 
$
202
 
$
5,481
 

Operating Activities. Net cash used in operating activities was $4.7 million for the fiscal year ended September 30, 2018 compared to net cash provided by operating activities of $6.5 million for the fiscal year ended September 30, 2017. The $11.2 million reduction in cash from operating activities was primarily attributable to a $39.9 million increase in inventory, partially offset by an increase in net income and the non-cash change in fair value of the LLC Warrants.

Investing Activities. Net cash used in investing activities was $23.9 million for the fiscal year ended September 30, 2018 compared to $23.3 million for the fiscal year ended September 30, 2017. The $0.6 million increase in net cash used in investing activities was primarily attributable to an increase in cash used for purchases of property, partially offset by a reduction in the cash used in acquisitions. For the fiscal years ended September 30, 2018 and 2017, maintenance capital expenditures were $3.2 million and $2.6 million, respectively, and growth capital expenditures were $6.9 million and $1.5 million, respectively. Maintenance capital expenditures are approximately 0.5% of revenue annually and growth capital expenditures are less predictable, as these include purchases of dealer groups and stores, large leasehold improvement and select large equipment purchases.

Financing Activities. Net cash provided by financing activities was $34.3 million for the fiscal year ended September 30, 2018 compared to $17.0 million for the fiscal year ended September 30, 2017. The $17.3 million increase in cash provided by financing activities was primarily attributable to net borrowings on our Inventory Financing Facility, partially offset by a reduction in payments on long-term debt and distributions to members.

Debt Agreements

GS/BIP Credit Facility

On October 28, 2016, OneWater LLC and certain of our subsidiaries entered into the GS/BIP Credit Facility. The current GS/BIP Credit Facility consists of an up to $60.0 million multi-draw term loan facility and a $5.0 million revolving line of credit. The GS/BIP Credit Facility matures on October 28, 2021. Payment under each term loan is due in installments commencing on December 31, 2019. As of September 30, 2018, we had $28.6 million outstanding under the multi-draw term loan and no amount outstanding under the revolving line of credit. As of June 30, 2019, we had $58.0 million outstanding under the multi-draw term loan and no amount outstanding under the revolving line of credit.

All amounts owed are guaranteed by us and certain of our subsidiaries. The multi-draw term loan may be used to fund certain Permitted Acquisitions (as defined in the GS/BIP Credit Facility), and the revolving line of credit may be used for working capital and general corporate matters.

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The annual interest rate on the GS/BIP Credit Facility is equal to (i) the Applicable Cash Rate (as defined in the GS/BIP Credit Facility), which is payable in cash, plus (ii) the Applicable PIK Rate (as defined in the GS/BIP Credit Facility), which is payable in kind by increasing the principal amount of the underlying loan, which rates are set forth below. Additionally, we pay a commitment fee calculated based on the unused amount under the multi-draw term loan facility and revolving line of credit, times 0.50% per annum.

Time Period
Applicable Cash
Rate
Applicable PIK
Rate
October 28, 2016 through October 31, 2018
 
0.00
%
 
10.00
%
November 1, 2018 through October 31, 2019
 
4.00
%
 
6.00
%
November 1, 2019 through October 31, 2020
 
6.00
%
 
4.00
%
November 1, 2020 through the maturity date and thereafter
 
8.00
%
 
2.00
%

We are required to comply with certain financial and non-financial covenants under the GS/BIP Credit Facility, including maintaining a Fixed Charge Coverage Ratio (as defined in the GS/BIP Credit Facility) of 1.25 to 1.00 for each fiscal quarter. We are also subject to additional restrictions to maintain certain Senior Leverage Ratio and Total Leverage Ratio (each as defined in the GS/BIP Credit Facility), which ratios fluctuate based on the fiscal quarterly period. We must also maintain Consolidated Liquidity (as defined in the GS/BIP Credit Facility) of at least $1.0 million at all times. Further, until amounts under the GS/BIP Credit Facility are repaid in full, we may not, subject to certain exceptions, (i) incur any additional debt, (ii) permit liens on our property, assets or revenues, (iii) make certain investments, (iv) engage in certain fundamental changes and dispositions of assets, (v) amend our organizational documents or certain of our material contracts, (vi) enter into certain transactions with our stockholders or affiliates, and (vii) prepay certain other indebtedness. OneWater LLC and its subsidiaries are generally restricted from making cash dividends or distributions on shares or units of their outstanding capital stock (other than a dividend payable solely in shares of such capital stock), except that, so long as no default has occurred, certain subsidiaries of OneWater LLC may make intercompany distributions to certain other subsidiaries of OneWater LLC, and Opco may make distributions to OneWater LLC as necessary (i) to permit OneWater LLC to pay administrative costs and expenses (such distributions not to exceed $200,000 in any trailing twelve month period), (ii) for certain permitted tax payments or (iii) to make scheduled payments of accrued interest and principal on certain subordinated debt (subject to certain restrictions). OneWater LLC may also make distributions to its shareholders to the extent necessary for certain permitted tax payments. Additionally, OneWater LLC’s subsidiaries are generally restricted from making loans or advances to OneWater LLC subject to a general investments basket of $100,000 in the aggregate.

We may, subject to certain restrictions, voluntarily prepay certain amounts due under the GS/BIP Credit Facility. Unless otherwise waived by each of the lenders thereto, we are also subject to mandatory prepayment (in whole or in part) upon the occurrence of certain events and transactions, including, among other things, certain issuances of equity and debt securities. Upon the issuance of equity securities by us or any of our subsidiaries, other than (i) equity securities issued pursuant to any employee stock or stock option compensation plan, (ii) equity securities issued by and between us and certain of our subsidiaries, and (iii) any issuance for purposes approved in writing by the administrative agent and certain lenders, we will repay all amounts outstanding pursuant to the GS/BIP Credit Facility, and such amounts available to us will be permanently reduced, in an aggregate amount equal to the net proceeds. Before or concurrent with the closing of this offering, we expect to refinance the GS/BIP Credit Facility to, among other things, increase the amount we may borrow under such facility, permit the transactions contemplated by this offering, and ensure that OneWater LLC will be permitted to make pro rata cash distributions to the OneWater Unit Holders, including OneWater Inc., in an amount sufficient to allow OneWater Inc. to pay its taxes and to make payments under the Tax Receivable Agreement. We expect the restrictions on dividends and distributions contained in the new facility to be otherwise substantially consistent with the GS/BIP Credit Facility.

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An event of default under the GS/BIP Credit Facility includes, among other events, (i) failure to pay principal or interest when due, (ii) breaches of certain covenants, (iii) defaults under certain other credit agreements, and (iv) an institution of bankruptcy, reorganization, liquidation or receivership. As of June 30, 2019, we were in compliance with all of the covenants under the GS/BIP Credit Facility.

Inventory Financing Facility

On June 14, 2018, OneWater LLC and certain of our subsidiaries entered into the Fourth Amended and Restated Inventory Financing Agreement with Wells Fargo Commercial Distribution Finance, LLC and various lender parties thereto (as subsequently amended and restated, the “Inventory Financing Facility” and, together with the GS/BIP Credit Facility, the “Credit Facilities”). On September 21, 2018, OneWater LLC and certain of our subsidiaries entered into the First Amendment to the Fourth Amended and Restated Inventory Financing Agreement which, among other things, increased the maximum amount of borrowing available under the Inventory Financing Facility from $200.0 million to $275.0 million. On April 5, 2019, OneWater LLC and certain of its subsidiaries further amended the Inventory Financing Facility to, among other things, increase the maximum amount of borrowing available under the Inventory Financing Facility from $275.0 million to $292.5 million.

The interest rate for amounts outstanding under the Inventory Financing Facility is calculated using the one month LIBOR rate plus an applicable margin of 2.75% to 5.00% for new boats and at the new boat rate plus 0.25% for used boats. Loans will be extended from time to time to enable us to purchase inventory from certain manufacturers and to lease certain boats and related parts to customers. The applicable financial terms, curtailment schedule and maturity for each loan will be set forth in separate program terms letters entered into from time to time. The collateral for the Inventory Financing Facility consists primarily of our inventory that is financed through the Inventory Financing Facility and related assets, including accounts receivable, bank accounts, and proceeds of the foregoing, and excludes the collateral that underlies the GS/BIP Credit Facility.

OneWater LLC and certain of our subsidiaries are required to comply with certain financial and non-financial covenants under the Inventory Financing Facility, including provisions that the Funded Debt to EBITDA Ratio (as defined in the Inventory Financing Facility) of OneWater LLC must not exceed 2.00 to 1.00, and that our Fixed Charge Coverage Ratio (as defined in the Inventory Financing Facility) on a consolidated basis must be at least 2.00 to 1.00 during the periods prior to September 30, 2018; 1.50 to 1.00 during the period between October 1, 2018 and September 30, 2019; and 1.35 to 1.0 for all periods after September 30, 2019. We are also subject to additional restrictive covenants, including restrictions on our ability to (i) use, sell, rent or otherwise dispose of any collateral underlying the Inventory Financing Facility except for the sale of inventory in the ordinary course of business, (ii) incur certain liens, (iii) engage in any material transaction not in the ordinary course of business, (iv) change our business in any material manner or our organizational structure, other than as otherwise provided for in the Inventory Financing Facility, (v) engage in certain mergers or consolidations, (vi) acquire certain assets or ownership interest of any other person or entities, except for certain permitted acquisitions, (vii) guarantee or indemnify or otherwise become in any way liable with respect to certain obligations of any other person or entity, except as provided by the Inventory Financing Facility, (viii) redeem, retire, purchase or otherwise acquire, directly or indirectly, any of the equity of our acquired dealer groups, (ix) make any change in any of our dealer groups’ capital structure or in any of its business objectives or operations which might in any way adversely affect the ability of such dealer group to repay its obligations under the Inventory Financing Facility, (x) incur, create, assume, guarantee or otherwise become or remain liable with respect to certain indebtedness, and (xi) make certain payments of subordinated debt. OneWater LLC and its subsidiaries are generally restricted from making cash dividends or distributions, except for certain dividends or distributions to OneWater LLC’s members made during specified time frames and in an amount not to exceed 50% of OneWater LLC’s consolidated net cash flow after taxes for the preceding fiscal year, provided that such dividend or distribution would not result in a default under the Inventory Financing Facility. Additionally, among other exceptions, OneWater LLC may make distributions to its members for certain permitted tax payments subject to certain financial ratios, payments in connection with the exercise of the LLC Warrants and the interest payments on the Opco Preferred Units, and may make scheduled payments on certain subordinated debt. OneWater LLC’s subsidiaries are generally restricted from making loans or advances to OneWater LLC. At or shortly after the closing of this offering, we expect to refinance the Inventory Financing Facility to ensure that OneWater LLC will be permitted to

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make pro rata cash distributions to the OneWater Unit Holders, including OneWater Inc., in an amount sufficient to allow OneWater Inc. to pay its taxes and to make payments under the Tax Receivable Agreement. We expect the restrictions on dividends and distributions contained in the new facility to be otherwise substantially consistent with the Inventory Financing Facility. Our Chief Executive Officer, Austin Singleton, and our Chief Operating Officer, Anthony Aisquith, provide certain personal guarantees of the Inventory Financing Facility as described in “Certain Relationships and Related Party Transactions—Historical Transactions with Affiliates—Personal Guarantees Under the Inventory Financing Facility.”

As of September 30, 2018 and June 30, 2019, our indebtedness associated with financing our inventory under the Inventory Financing Facility totaled approximately $157.5 million and $235.0 million, respectively. Certain of our manufacturers enter into independent agreements with the lenders to the Inventory Financing Facility, which results in a lower effective interest rate charged to us for borrowings related to the products by such manufacturer. As of September 30, 2017 and 2018, the effective interest rate on the outstanding short-term borrowings under the Inventory Financing Facility was approximately 3.9% and 2.9%, respectively. As of June 30, 2019 and 2018, the effective interest rate on the outstanding short-term borrowings under the Inventory Financing Facility was approximately 4.6% and 4.1%, respectively. As of September 30, 2018 and June 30, 2019, our additional available borrowings under our Inventory Financing Facility were approximately $117.5 million and $57.5 million, respectively, based upon the outstanding borrowings and the maximum facility amount. The aging of our inventory limits our borrowing capacity as defined curtailments reduce the allowable advance rate as our inventory ages.

Opco Preferred Units

On October 28, 2016, Goldman and Beekman entered into a Subscription Agreement with us and certain of our subsidiaries, pursuant to which Goldman and Beekman purchased Opco Preferred Units.

Goldman and Beekman purchased 45,000 and 23,000 Opco Preferred Units, representing 66.2% and 33.8% of the total Opco Preferred Units outstanding for purchase prices of approximately $44.4 million and $22.70 million, respectively. The Opco Preferred Holders are entitled to (i) a “preferred return” at a rate of 10% per annum, compounded quarterly, on (a) the aggregate amount of capital contributions made, minus any prior distributions (the “unreturned preferred amount”), plus (b) any unpaid preferred returns for prior periods, and (ii) a “preferred target distribution” at a rate of 10% per annum on the unreturned preferred amount multiplied by (a) 40% for the calendar quarters ending March 31, 2019, June 30, 2019 and September 30, 2019, (b) 60% for each calendar quarters ending December 31, 2019, March 31, 2020, June 30, 2020 and September 30, 2020, and (c) 80% for each calendar quarter thereafter. The preferred target distribution proportionally adjusts the amount of capital contribution of each Opco Preferred Holder. Opco and certain affiliates are required to meet certain financial covenants, including maintenance of certain leverage ratios. Failure by Opco to pay the preferred return and preferred target distribution, failure to meet certain financial covenants, or repayment in full or acceleration of the obligations under the GS/BIP Credit Facility will permit a majority of the Opco Preferred Holders to require us to purchase all Opco Preferred Units equal to the unreturned preferred amount plus any unpaid preferred returns (the “redemption amount”). As of June 30, 2019 and September 1, 2019, the redemption amount of the Opco Preferred Units held by Goldman and Beekman in the aggregate was $84.2 million and $85.7 million, respectively.

We intend to use the net proceeds from this offering, together with cash on hand and borrowings under the GS/BIP Credit Facility, to redeem all of the shares of Opco Preferred Units held by Goldman and Beekman. For additional information relating to the Opco Preferred Units, see “Use of Proceeds” and “Certain Relationships and Related Party Transactions—Opco Preferred Units.”

Notes Payable

Acquisition Notes Payable. In connection with certain of our acquisitions of dealer groups, we have entered into notes payable with the acquired entities to finance these acquisitions. As of June 30, 2019, our indebtedness associated with our 11 acquisition notes payable totaled an aggregate of $15.5 million with a weighted average interest rate of 5.6% per annum. As of June 30, 2019, the principal amount outstanding under these acquisition notes payable ranged from $0.5 million to $3.1 million, and the maturity dates ranged from August 1, 2019 to February 1, 2022.

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Commercial Vehicles Notes Payable. Since 2015, we have entered into multiple notes payable with various commercial lenders in connection with our acquisition of certain vehicles utilized in our retail operations. Such notes bear interest ranging from 1.0% to 6.5% per annum, require monthly payments of approximately $45,000, and mature on dates between March 2020 to July 2024. As of June 30, 2019, we had $2.4 million outstanding under the commercial vehicles notes payable.

Contractual Obligations

The table below provides estimates of the timing of future payments that we are contractually obligated to make based on agreements in place at September 30, 2018.

 
Payments Due by Period
 
Less than
1 year
1 – 3 years
4 – 5 years
More than
5 years
Total
 
(in thousands)
GS/BIP Credit Facility(1)
$
 
$
2,789
 
$
25,816
 
$
 
$
28,605
 
Inventory Financing Facility(2)
 
157,783
 
 
 
 
 
 
 
 
157,783
 
Notes Payable(3)
 
1,890
 
 
12,123
 
 
347
 
 
8
 
 
14,368
 
Estimated interest payments(4)
 
3,642
 
 
6,519
 
 
5,181
 
 
1
 
 
15,343
 
Operating lease obligations(5)
 
7,784
 
 
14,408
 
 
11,407
 
 
36,366
 
 
69,961
 
Total
$
171,099
 
$
35,838
 
$
42,751
 
$
36,374
 
$
286,062
 
(1) Payments are generally made as required pursuant to the GS/BIP Credit Facility discussed above under “—Debt Agreements—GS/BIP Credit Facility.”
(2) Payments are generally made as required pursuant to the Inventory Financing Facility discussed above under “—Debt Agreements—Inventory Financing Facility.”
(3) Includes notes payable entered into in connection with certain of our acquisitions of dealer groups and notes payable entered into with various commercial lenders in connection with our acquisition of certain vehicles. Payments are generally made as required pursuant to the Inventory Financing Facility discussed above under “—Debt Agreements—Notes Payable.”
(4) Estimated interest payments based on the outstanding principal and stated interest rates on the outstanding notes payable.
(5) Includes certain physical facilities and equipment that we lease under noncancelable operating leases.

As of June 30, 2019, there have been no material changes to the commitments and contractual obligations table above outside the ordinary course of business, except as noted below.

As of June 30, 2019, the outstanding balance of the GS/BIP Credit Facility was $58.0 million. As of June 30, 2019, the outstanding balance of the Inventory Financing Facility was $235.0 million.

During the nine months ended June 30, 2019, due to the 2019 Acquisitions, we entered into acquisition notes payable with the sellers of dealer groups and notes for commercial vehicles totaling $3.2 million. Please see Note 11 in our condensed consolidated financial statements.

Tax Receivable Agreement

The Tax Receivable Agreement generally provides for the payment by OneWater Inc. to certain of the OneWater Unit Holders of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax (computed using the estimated impact of state and local taxes) that OneWater Inc. actually realizes (or is deemed to realize in certain circumstances) in periods after this offering as a result of certain tax basis increases and certain tax benefits attributable to imputed interest. OneWater Inc. will retain the benefit of the remaining 15% of these net cash savings. See “Risk Factors—Risks Related to this Offering and Our Class A Common Stock” and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.” To the extent OneWater LLC has available cash and subject to the terms of any current or future debt or other agreements, the OneWater LLC Agreement will require OneWater LLC to make pro rata cash distributions to OneWater Unit Holders, including OneWater Inc., in an amount sufficient to allow OneWater Inc. to pay its taxes and to make payments under the Tax Receivable Agreement. We generally expect OneWater LLC to fund such distributions out of available cash. However, except in cases where OneWater Inc. elects to terminate the Tax Receivable Agreement early, the Tax Receivable Agreement is terminated early due to certain mergers or other changes of

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control or OneWater Inc. has available cash but fails to make payments when due, generally OneWater Inc. may elect to defer payments due under the Tax Receivable Agreement if it does not have available cash to satisfy its payment obligations under the Tax Receivable Agreement or if its contractual obligations limit its ability to make these payments. Any such deferred payments under the Tax Receivable Agreement generally will accrue interest. In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, OneWater Inc. realizes in respect of the tax attributes subject to the Tax Receivable Agreement. In the case of such an acceleration, where applicable, we generally expect the accelerated payments due under the Tax Receivable Agreement to be funded out of the proceeds of the change of control transaction giving rise to such acceleration. OneWater Inc. intends to account for any amounts payable under the Tax Receivable Agreement in accordance with ASC Topic 450, Contingent Consideration. For further discussion regarding the potential acceleration of payments under the Tax Receivable Agreement and its potential impact, please read “Risk Factors—Risks Related to this Offering and Our Class A Common Stock.” For additional information regarding the Tax Receivable Agreement, see “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Quantitative and Qualitative Disclosure about Market Risk

Interest Rate Risk

Our Inventory Financing Facility exposes us to risks caused by fluctuations in interest rates. The interest rate on our Inventory Financing Facility for new boats is calculated using the one-month LIBOR rate plus an applicable margin. Based on an outstanding balance of $235.0 million as of June 30, 2019, a change of 100 basis points in the underlying interest rate would have caused a change in interest expense of approximately $2.6 million. We do not currently hedge our interest rate exposure. This hypothetical increase does not take into account a corresponding increase to the programs that we may receive from our manufacturers or management’s ability to curtail inventory and related floor plan balances, both of which would reduce the impact of the interest rate increase.

Foreign Currency Risk

We purchase certain of our new boat and parts inventories from foreign manufacturers. Although we purchase our inventories in U.S. dollars, our business is subject to foreign exchange rate risk that may influence manufacturers’ ability to provide their products at competitive prices in the United States. To the extent that we cannot recapture this volatility in prices charged to customers or if this volatility negatively impacts consumer demand for our products, this volatility could adversely affect our future operating results.

Recent Accounting Pronouncements

As an “emerging growth company” (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows us to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We have elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election.

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), as subsequently amended, a converged standard on revenue recognition. The new pronouncement requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also specifies the accounting for some costs to obtain or fulfil a contract with a customer, as well as enhanced disclosure requirements. ASU 2014-09 is effective for a public company’s annual reporting periods beginning after December 15, 2017. As an EGC, we have elected to adopt ASU 2014-09 following the effective dates for private companies beginning with annual reporting periods beginning after December 15, 2018, including interim reporting periods within that reporting period. We are currently in the process of evaluating the effects of this pronouncement on its consolidated financial statements, related disclosures and internal controls over financial reporting. We plan to adopt ASU 2014-09 in the first quarter of fiscal year 2020.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). This update requires organizations to recognize lease assets and lease liabilities on the balance sheet and

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discloses key information about leasing arrangements. ASU 2016-02 is effective for a public company’s annual reporting periods beginning on or after December 15, 2018, and interim periods within those annual periods. As an EGC, we have elected to adopt ASU 2016-02 following the effective dates for private companies beginning with annual reporting periods beginning after December 15, 2019, including interim reporting periods within that reporting period, earlier application is permitted. We are currently in the process of evaluating the effects of this pronouncement on our consolidated financial statements, related disclosures and internal controls over financial reporting. We plan to adopt ASU 2016-02 in fiscal year 2021 and expect the adoption of ASU 2016-02 to have a significant and material impact on the consolidated balance sheet given the current lease agreements for our stores. Based on the current assessment, we expect that most of the operating lease commitments will be subject to the new guidance and recognized as operating lease liabilities and right-of use assets upon adoption, resulting in a material increase in the assets and liabilities recorded on the consolidated balance sheet. We are continuing our assessment, which may identify additional impacts this standard will have on the consolidated financial statements and related disclosures and internal control over financial reporting.

In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718)” (“ASU 2016-09”). This update is part of the FASB’s Simplification Initiative. The objective of the Simplification Initiative is to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. This guidance is effective for public companies prospectively for fiscal years beginning after December 15, 2017, with early adoption permitted for interim or annual periods. As an EGC, we have elected to early adopt ASU 2016-09, reflecting the adoption for all periods presented.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230)” (“ASU 2016-15”). Additionally, in November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)” (“ASU 2016-18”). These updates require organizations to reclassify certain cash receipts and cash payments within the Statement of Cash Flows and modify the classification and presentation of restricted cash. These ASUs are effective for a public company’s annual reporting periods beginning on or after December 15, 2017, and interim periods within those annual periods. As an EGC, we have elected to adopt these ASUs following the effective dates for private companies beginning with annual reporting periods beginning after December 15, 2018, including interim reporting periods within that reporting period. We are currently in the process of evaluating the effects of this pronouncement on our consolidated financial statements, related disclosures and internal controls over financial reporting. We plan to adopt ASU 2016-15 and ASU 2016-18 in fiscal 2021.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805)” (“ASU 2017-01”). This update to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. As an EGC, we have elected to adopt ASU 2014-09 following the effective dates for private companies beginning with annual reporting periods beginning after December 15, 2018, including interim reporting periods within that reporting period. We are currently in the process of evaluating the effects of this pronouncement on our consolidated financial statements, related disclosures and internal controls over financial reporting. We plan to adopt ASU 2017-01 in the first quarter of fiscal year 2020.

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill impairment (Topic 350)” (“ASU 2017-04”). This update removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. As a result, under ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the impairment loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This

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guidance is effective for public companies prospectively for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. As an EGC, we have elected to early adopt ASU 2017-04 with annual impairment tests performed after January 1, 2017.

Internal Controls and Procedures

In connection with the issuance of our financial statements audited under PCAOB standards, but subsequent to the issuance of our financial statements prepared under accounting standards applicable to private companies, as of and for the fiscal years ended September 30, 2018 and 2017, management identified an error in connection with the accounting for the fair value of our warrants. Due to the materiality of the error, the financial statements were restated in connection with the completion of the PCAOB audit. Accordingly, management and our independent registered public accounting firm identified a material weakness in our internal control over financial reporting, as defined in the standards established by the PCAOB. The material weakness relates to our review controls over key assumptions used in the September 30, 2017 valuation of warrants, which did not operate at a sufficient level of precision to timely detect and prevent a material misstatement that resulted from a material change in the value of the warrants. Specifically, because the warrants were outstanding for less than a year, we did not engage a specialist to assist management in completing a valuation of the warrants. In addition, in the preparation of the warrants’ valuation at September 30, 2018, our internal controls with respect to the valuation of the warrants did not appropriately identify the portion of the change in the warrants’ value related to fiscal 2017 that was initially recorded in fiscal 2018.

We are taking steps to remediate this material weakness by establishing more robust processes supporting internal controls over financial reporting, including actively recruiting additional finance and accounting personnel and utilization of specialists for complex and fair value calculations. We cannot assure you that the remediation measures that we have implemented and the further measures that we intend to implement will be sufficient to remediate our existing material weakness or to identify or prevent additional material weaknesses. We also cannot assure you that we have identified all of our existing material weaknesses or that we will not in the future have additional material weaknesses. See “Risk Factors—Risks Related to this Offering and Our Class A Common Stock—We have identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls” and “If we fail to remediate the material weakness in our internal control over financial reporting, or experience any additional material weaknesses in the future or otherwise fail to develop or maintain an effective system of internal controls in the future, we may not be able to accurately report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our Class A common stock.”

We are not currently required to comply with the SEC’s rules implementing Section 404 of the Sarbanes-Oxley Act, and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC’s rules implementing Section 302 of the Sarbanes-Oxley Act, which will require our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. We will be required to make our first assessment of our internal control over financial reporting and to comply with the management certification requirements of Section 404 in our annual report on Form 10-K for the year following our first annual report that is filed with the SEC (subject to any change in applicable SEC rules).

Further, our independent registered public accounting firm is not yet required to formally attest to the effectiveness of our internal controls over financial reporting, and will not be required to do so for as long as we are an “emerging growth company” pursuant to the provisions of the JOBS Act. See “Emerging Growth Company Status.”

Off Balance Sheet Arrangements

We have no material off balance sheet arrangements, except for operating leases and purchase commitments under supply agreements entered into in the normal course of business.

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BUSINESS

Overview

We are one of the largest and fastest-growing premium recreational boat retailers in the United States with 63 stores comprising 21 dealer groups in 11 states. Our dealer groups are located within highly attractive markets throughout the Southeast, Gulf Coast, Mid-Atlantic and Northeast, including Texas, Florida, Alabama, North Carolina, South Carolina, Georgia, Ohio and New York, which collectively comprise eight of the top twenty states for marine retail expenditures. We believe that we are a market leader by volume in sales of premium boats in 12 out of the 17 markets where we operate. In 2018, we sold over 7,500 new and pre-owned boats, of which we believe approximately 40% were sold to customers who had a trade-in or with whom we otherwise had established relationships. The combination of our significant scale, diverse inventory, access to premium boat brands and meaningful dealer group brand equity enables us to provide a consistently professional experience as reflected in the number of our repeat customers and same-store sales growth.


Note: Store count as of September 2019.

We have a diversified revenue profile that is comprised of new boat sales, pre-owned boat sales, F&I products, repair and maintenance services, and parts and accessories. Non-boat sales were approximately 10% of revenue and 27% of gross profit in fiscal year 2018, and approximately 11% of revenue and 31% of gross profit for the nine months ended June 30, 2019. We offer a wide array of new boats at various price points through relationships with over 48 manufacturers covering 72 brands. We are currently a top-three customer for 24 of our 72 brands and the single largest customer for each of our top five highest-selling brands. While our order volume amounts to between 5% to 35% of total sales for those top five brands, no single brand accounts for more than 10% of our sales volume. Our relationships with many of our manufacturers are long-standing and have been developed over multiple decades of experience within the marine industry. We believe that the strength of our relationships combined with our

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scale enables us to receive among the best pricing and terms available across all of the brands and models that we carry, and we routinely evaluate the sales performance and demand for each respective brand to ensure that the economic relationship we have in place with our manufacturers optimizes our profitability.


We were formed in 2014 as OneWater LLC through the combination of Singleton Marine and Legendary Marine, which created a marine retail platform that collectively owned and operated 19 stores. Since the combination in 2014, we have acquired a total of 40 additional stores through 17 acquisitions. Our current portfolio as of September 1, 2019 consists of 21 different local and regional dealer groups. While we have opportunistically opened new stores in select markets, we believe that it is generally more effective economically and operationally to acquire existing stores with experienced staff and established reputations.

We believe that our dealer group branding strategy, which retains the name, logo and trademarks associated with each store or dealer group at the time of acquisition, significantly differentiates us from our largest competitors who employ singular, national branding strategies. We are committed to maintaining local and regional dealer group branding because we believe that the value of retaining the goodwill and long-standing customer relationships of these local businesses, many of which have been built by families over decades, far exceeds the benefits of attempting to establish a potentially unfamiliar “OneWater” national brand. In addition, preserving this established identity maintains the long term engagement of former owners because their name and reputation remain figuratively and literally “on the door.”

Summary of Financial Performance for the Nine Months Ended June 30, 2019 and Key Metrics

We have experienced significant growth in recent years.

Revenue increased 26% from $445.5 million in the nine months ended June 30, 2018 to $561.6 million in the nine months ended June 30, 2019.
Revenue generated from same-store sales increased 10% for the nine months ended June 30, 2019 as compared to the nine months ended June 30, 2018.
Gross profit increased 26% from $100.1 million in the nine months ended June 30, 2018 to $125.8 million in the nine months ended June 30, 2019.

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Operating expenses as a percentage of revenue increased 7 basis points in the nine months ended June 30, 2019 compared to the nine months ended June 30, 2018.
Net income increased from net loss of $(37) thousand in the nine months ended June 30, 2018 to $32.2 million in the nine months ended June 30, 2019.
Adjusted EBITDA increased 13% from $31.0 million in the nine months ended June 30, 2018 to $35.2 million in the nine months ended June 30, 2019.

For a reconciliation of Adjusted EBITDA to net income (loss), its most directly comparable financial measure presented in accordance with GAAP, see “—Summary Historical and Pro Forma Consolidated Financial and Operating Data.”

Our Market and Our Customer

Consumer spending on boats, engines, services, parts, accessories and related purchases reached almost $42 billion in 2018 and has, on average, grown in excess of 5% annually since 2010. New powerboat sales have driven market growth and reached $10.7 billion in 2018, implying a 13% average annual growth rate since 2010. Of the approximately one million powerboats sold in the United States each year, 80% of total units sold (approximately 815,000) are pre-owned. Relative demand for new and late-model boats has increased in recent years in part due to the continuous evolution of boat technology and design including, but not limited to, seating configurations, power, efficiency, instrumentation and electronics, and wakesurf gates, each of which represents a material design improvement that cannot be matched by more dated boat models. We believe the increasing pace of innovation in technology and design will result in more frequent upgrade purchases and ultimately higher sales volumes of new and late-model, pre-owned boat sales.


1 Note: NMMA Industry Report

The boat dealership market is highly fragmented and is comprised of over 4,000 stores nationwide. Most competing boat retailers are operated by local business owners who own three or fewer stores. We are one of the largest and fastest-growing premium recreational boat retailers in the United States. Despite our size, we comprise less than 2% of total industry sales. Our scale and business model allow us to leverage our extensive inventory to provide consumers with the ability to find a boat that matches their preferences (e.g., make, model color, configuration and other options) and to deliver the boat within days while providing a personalized sales experience. We are able to operate with a comparatively higher degree of profitability than other independent retailers because we allocate support resources across our store base, focus on high-margin products and services, utilize floor plan financing and provide core back-office functions on a scale that many independent retailers are unable to match. We seek to be the leading boat retailer by total market share within each boating market and within the product segments in which we participate. To the extent that we are not, we will evaluate acquiring other local retailers in order to increase our sales, to add additional brands or to provide us with additional high-quality personnel.

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1 Note: Our industry includes competitors such as MarineMax with 67 stores as of June 30, 2019 selling premium boats and BassPro Shops, which sells entry-level boats together with other outdoor sporting goods across 171 stores.

We believe that boating is a lifestyle that brings families and friends together regardless of their stage of life. Whether a person grew up in a household that owned a boat or experiences boating later in life, once a person buys their first boat they often become a boating customer for life. Our customers are typically middle to upper-middle class families who either own a house on the water or live near a body of water where they can engage in boating activities. We serve customers whose boating preferences span from general recreation and cruising to fresh and salt water fishing to watersports, including wakeboarding and wake surfing. The profile of our customers range from those in their early-to-mid 30’s who are upgrading their house, cars and lifestyle to those who have owned multiple boats and view boating as a way of life. Our inventory and product selection allow us to cater to a highly diverse customer base with price points and boat types that appeal to a broad spectrum of budgets and preferences. The boating industry’s and MarineMax’s average selling prices for a new boat were $52,000 in calendar year 2018 and $203,000 in fiscal year 2018, respectively. By comparison, our average selling price for a new boat in fiscal year 2018 was $91,000.

Our Strengths

Leading Market Position and Scale: We are one of the largest and fastest-growing premium recreational boat retailers in the United States, with 63 stores across 11 states. We have a strong presence in Texas, Florida, Alabama, South Carolina, Georgia, Ohio, New York and North Carolina with 56 stores. Collectively these markets comprise eight of the top twenty states for marine retail expenditures.

Differentiated Marketing and Branding Strategy: We are committed to maintaining a local and regional dealer group branding strategy and believe that retaining the goodwill and long-standing customer relationships of dealer groups that we acquire provides significantly more value than establishing a potentially unfamiliar “OneWater” national brand across each of our stores. Preserving the existing brands enables us to retain key staff, including senior management, which reduces or eliminates our need to hire and train new people when we complete an acquisition.

Our marketing department is able to deploy highly efficient and targeted sales campaigns due to the number of customers we have served to date and the analytics we have obtained from prior transactions. Customers who buy boats commonly make ongoing purchases of parts, repair and maintenance services and storage. We proactively send marketing messages to anticipate when a customer may need additional repair and maintenance services in order for us to maximize the value of a customer and to diversify our revenue streams across all revenue categories.

Seasoned Consolidator in a Highly Fragmented Market: We have an extensive acquisition track record within the boating industry and have developed a reputation for treating sellers and their staff in an honest and fair manner. We believe our reputation and scale have positioned us as a buyer of choice for boat dealers who want to sell their businesses. To date, 100% of our acquisitions have been sourced from inbound inquiries, and the number of annual inquiries we receive has consistently increased over time.

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Less than 50% of the inbound leads that we receive meet our criteria but more than 90% of the stores on which we conduct diligence are ultimately acquired. Our acquisition and integration team has executed 17 acquisitions since 2014. Our acquisition team is typically able to convert the selling dealer groups’ back-office systems to our IT platform within approximately ten days, with full integration of most acquisitions completed in approximately 45 days. Our strategy is to acquire stores at attractive EBITDA multiples and then grow same-store sales while benefitting from cost-reducing synergies. Historically, we have typically acquired dealer groups for less than 4.0x EBITDA on a trailing twelve months basis and believe that we will be able to continue to make attractive acquisitions within this range.

Strong Yet Flexible Relationships with Leading Boat Manufacturers: Most of our relationships with our manufacturers are long-standing with many dating back two decades or longer. We communicate with our manufacturers on a weekly basis to monitor our orders and make adjustments based on our current inventory levels and forecasted customer demand. Our contracts also exclude any requirements pertaining to mandatory capital expenditures, branding and unit pricing. Furthermore, we have flexibility to change brands, subject to territory availability, at each store based on sales performance or other factors.

We are an essential customer to many of our top manufacturers and do not believe that there is a material risk that they would stop selling boats to us in any of our markets given our scale and long-standing relationships. We were recognized as Dealer of the Year by Boating Industry in 2016 and 2017, were inducted into the Boating Industry Top 100 Hall of Fame in 2018, and have been a Top 100 dealer since 2006. Certain of our local and regional dealer groups, including Singleton Marine, have been recognized among the top dealers worldwide for Cobalt Boats, Regal Boats, Harris and Yamaha Boats, and among the top dealers in the Southeast for Malibu and Axis. Additionally, we are also the top Yamaha Jet Boat dealer by volume in the United States. Beginning in the fourth quarter of 2019, we will sell Sunseeker yachts through one of our consignors that became the exclusive dealer for certain Sunseeker yachts in select states, including Texas, certain counties in Florida, Alabama, North Carolina, South Carolina and Georgia. From time to time, we may continue to add additional manufacturers whose products match our focus on premium recreational boats.

Diversified Revenue Streams: We offer a broad range of products and services beyond new and pre-owned boats, including repair and maintenance services, parts and accessories, F&I products and ancillary services, including storage. Although non-boat sales contributed approximately 10% and 11% to revenue in fiscal year 2018 and the nine months ended June 30, 2019, respectively, the higher gross margin on these product and service lines resulted in non-boat sales contributing 27% and 31% of gross profit in fiscal year 2018 and the nine months ended June 30, 2019, respectively. During different phases of the economic cycle, consumer behavior may shift away from new boats; however, we are well positioned to benefit from revenue from pre-owned boats, repair and maintenance services, and parts and accessories, which have historically increased during periods of economic uncertainty. We have also diversified our business across geographies and dealership types (e.g., fresh water and salt water) in order to reduce the effects of seasonality. For instance, boating activity in South Florida increases during winter months, whereas freshwater boating in the Southeast, Mid-Atlantic and Northeast peaks during late-spring and summer.

Attractive Financial Profile: Since the formation of OneWater LLC in 2014, we have established a high growth financial profile driven by strong same-store sales growth and acquisitions. This growth has resulted in a high level of free cash flow generation, and allows us to maintain a conservative leverage profile. Excluding inventory financing, our business requires a low level of capital with historical maintenance capital expenditures typically under 0.5% of revenue. We are focused on achieving profitable growth and have been able to achieve an increase in Adjusted EBITDA margins by growing revenue at a higher rate than operating expenses have increased.

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Highly Experienced Management Team: We have assembled an exceptional team of highly experienced professionals within the boating industry. The average industry tenure of our executive team is 24 years and our Chief Executive Officer Austin Singleton, who is a second generation boat dealer, has been in the industry for 31 years. In addition, our Chief Operating Officer, Anthony Aisquith, and Chief Financial Officer, Jack Ezzell, have 24 and 17 years of industry experience, respectively, and both have public-company experience with our largest competitor, MarineMax.

Growth Strategy

Organic Growth Strategy: Our business model utilizes our unique scale to drive profitable same-store sales growth. We seek to gain market share by delivering high-quality products and services, with customized attributes tailored to our customers’ product specifications. Our management team and business model are extremely agile, allowing us to target sales in specific segments of the industry that are outperforming overall industry trends. Additionally, we are able to leverage our potential customer database to garner new sales. Sales growth from our existing stores is a core component of our current and future strategy. We believe non-boat sales will be a driver of our organic growth strategy in the future. We have implemented a targeted marketing strategy across our platform focused on increasing new and existing customer awareness and usage of our F&I products, repair and maintenance services, and parts and accessories products. We may also develop a dealership if an attractive acquisition is not available in a market we choose to target.

Acquisition Strategy: We believe there is a tremendous opportunity for us to expand in both existing and new markets, given that the industry is highly fragmented with most boat retailers owning three or fewer stores. We seek to create value by implementing the best tested operational practices to family-owned and operated businesses that previously lacked the resources, management experience and expertise to maximize the profitability of the acquired standalone businesses. We believe that the boat retail market is underpinned by strong fundamental drivers, and that, with the implementation of

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operational control measures and the injection of resources, local stores can significantly increase revenues and profitability. We believe our status as a consolidator of choice is based on the expertise we have developed through completing 17 acquisitions (40 stores acquired) since 2014, our growing cash flow and financial profile, and our footprint of retailers within prime markets. Our ability to acquire additional stores or dealer groups at attractive multiples is further enhanced by our growing reputation for retaining the seller’s management team and keeping their branding and legacy intact. Accordingly, the sellers remain actively involved in the business. We typically enter into three-year employment agreements with the owners of the stores or dealer groups that we acquire at salaries commensurate with their positions, although many have remained employed with us beyond the initial term of such agreements. We believe there is significant opportunity to expand our store footprint in regions with strong boating cultures. While we have a strong presence in the Southeastern portion of the United States, there are several areas of opportunity in states adjacent to our current geographic footprint as well as states in new regions in the Midwest and Western United States. We are targeting to complete four to eight potential acquisitions that may contribute an estimated total of $100.0 million to $200.0 million in sales over the next 24 months, though we can provide no assurance as to the timing or completion of such acquisitions. As a result of our reputation in the market place, we expect our pipeline of potential acquisitions to grow over time.

Industry Trends and Market Opportunity

U.S. Recreational Boating Industry

Recreational boating is a well-established American pastime that attracts millions of people each year to the water. While Florida is the leading state for new boating sales and registrations due to its abundance of both fresh water and salt water, boating is very popular throughout North America with Texas, Michigan, North Carolina and Minnesota collectively comprising the rest of the top five states for new marine retail expenditures. There are approximately twelve million boats registered in North America. Although there has been a recent decline in the number of new boat registrations versus prior periods, North American boat registrations have remained stable over time, and have remained above eleven million registrations since 2006. In 2018, there was one registered boat for approximately every 10 households in the United States.

In 2018, nearly $42 billion was spent on retail boating sales which has contributed to annual growth of just under two percent since 2006. Consumer marine spending includes purchases of new and pre-owned boats; marine products such as engines, trailers, equipment, and accessories; and related expenditures, such as fuel, insurance, docking, storage, and repairs. New boat and non-boat sales and pre-owned boat and non-boat sales constituted 60% and 40% of total 2018 boating retail sales, respectively, based on industry data from the NMMA. The NMMA estimates that approximately 976,200 pre-owned boats were sold in 2018. Non-boat sales include aftermarket accessories (17.3% of 2018 boating retail sales) and F&I and Ancillary Services, such as insurance, maintenance and fuel (23.2% of 2018 boating retail sales).

Boat sales volumes are correlated with consumer confidence and the availability of consumer credit. Recent growth in spending has been driven by both an increase in units sold as well as rising average selling prices. Innovation, including updated boat configurations, hull designs, wake gates and other electronics, have contributed to shorter boat upgrade cycles which result in higher unit sales volume. Pre-owned traditional powerboat sales were approximately $8.9 billion in 2018 and have remained relatively consistent since 2006 and through economic cycles. The boat dealership market is highly fragmented with over 4,000 stores nationwide and the majority of retailers are owner-operated with three stores or fewer. Independent retailers typically offer a limited selection of boat brands, and they predominantly focus on new boat sales with less expertise and capacity to create a meaningful business from non-boat sales such as F&I products.

Products and Services

We offer new and pre-owned recreational boats, yachts and related marine products, including parts and accessories, with a specific focus on premium brands. We also provide boat repair and maintenance services, arrange boat financing and boat insurance and offer other ancillary services including indoor and outdoor storage, marina services, and rentals of boats and personal watercraft.

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New and Pre-Owned Boat Sales

Our business focuses primarily on the sale of new and pre-owned recreational boats, including pontoon, runabout, saltwater fishing boats, wake/ski boats, and yachts. We offer products from a broad variety of manufacturers and brands without relying on any one manufacturer or brand in particular. No single brand accounted for more than 10% of our sales volume in fiscal year 2018. We also sell pre-owned versions of the brands we offer and pre-owned boats of other brands we take as trade-ins. During fiscal year 2018, new boat sales accounted for approximately $398.6 million or 66.1% of our revenue, and pre-owned boat sales accounted for approximately $140.9 million or 23.4% of our revenue. During the nine months ended June 30, 2019, new boat sales accounted for approximately $375.2 million or 66.8% of our revenue, and pre-owned boat sales accounted for approximately $122.0 million or 21.7% of our revenue.

We offer new and pre-owned recreational boats in a broad range of market segments. We believe that the product lines and brands we offer are among the highest quality within their respective market segments, with well-established brand recognition and reputations for quality, performance, styling and innovation.

Fishing Boats. The fishing boats we offer range from entry-level models to advanced models, such as Everglades, Pursuit, Scout and SeaFox, each designed for fishing and water sports in lakes, bays and off-shore waters, with cabins with limited live-aboard capability. The fishing boats we offer typically feature livewells, in-deck fishboxes, rodholders, rigging stations, cockpit coaming pads and fresh and saltwater washdowns.

Pontoon Boats and Runabouts. We offer a variety of some of the most innovative, luxurious, and premium pontoon models to fit boaters’ needs, such as Bennington, Barletta and Harris. Our runabouts, such as Cobalt, Regal and Chris-Craft, target the family recreational boating markets and come in a variety of configurations to suit each customer’s particular recreational boating style. The models we offer may include amenities such as advance navigation electronics and sound systems, a variety of hull, deck, and cockpit designs that can include a swim platform, bow pulpit and raised bridges, and swivel bucket helm seats, lounge seats, sun pads, wet bars, built-in ice chests, and refreshment centers. With a variety of designs and options, the pontoon boats and runabouts we offer appeal to a broad audience of boat enthusiasts and existing customers.

Wake/Ski Boats. The ski boats we offer range from entry-level models to advanced models, such as Axis and Malibu, all of which are designed to generate specific wakes for optimal skiing, surfing and wakeboarding performance and safety. With a broad range of designs and options, the ski boats we offer appeal to both competitive and recreational users.

Yachts. The yachts we offer range from entry-level models to advanced models, such as Absolute, Riviera and Sunseeker. The motor yacht product lines typically include state-of-the-art designs with live-aboard luxuries, offering amenities such as flybridges with extensive guest seating; covered aft deck, which may be fully or partially enclosed, providing the boater with additional living space; an elegant salon; and multiple staterooms for accommodations.

Jet Boats. The jet boats we offer range from entry-level models to advanced models, such as Yamaha, all of which are designed for performance and with exclusive design elements to meet family recreational needs. The jet boats we offer are designed to offer superior handling and reliably high performance. With a broad range of designs and options, the jet boats we offer appeal to a broad audience of customers.

F&I Products

At each of our stores, our customers have the ability to finance their new or pre-owned boat purchase, purchase a third-party extended service contract and arrange insurance covering boat property, disability, gel sealant, fabric protection and casualty insurance coverage (collectively, “F&I”). Our relationships with various national marine product lenders allow buyers to purchase retail installment contracts originated by us in accordance with existing pre-sale agreements between us and the lenders. These retail installment contracts provide us with a portion of the expected finance charges based on a variety of factors, including the buyer’s credit rating, the annual percentage rate of the contract and the

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lender’s then-existing minimum required annual percentage rate. These contracts are subject to repayment by us upon buyer prepayment or default within a designated time period (typically within 180 days). To the extent required by applicable state law, our dealer groups are licensed to originate and sell retail installment contracts financing the sale of boats and other marine products.

We offer our customers third-party extended service contracts, which allow us to extend customers’ new boat coverage beyond the time frame or scope of the manufacturer’s standard hull and engine warranty. We also offer purchasers of pre-owned boats the ability to purchase a third-party extended service contract, even if the applicable boat is no longer covered by the manufacturer’s warranty. We also provide the related repair services, when needed by our customers, pursuant to the service contract guidelines during the contract term at no additional charge to the customer above a deductible. Generally, we receive a fee for arranging these extended service contracts and most of the required services under the contracts are provided by us and paid for by the third-party contract holder.

We also assist our customers with obtaining property and casualty insurance. Property and casualty insurance covers loss or damage to their boat. We do not act as an insurance broker or agent or issue insurance policies on behalf of insurers. We provide marketing activities and other related services to insurance companies and brokers for which we receive marketing fees. One of our strategies is to generate increased marketing fees by offering more competitive insurance products.

Fee income generated from F&I products accounted for approximately $16.6 million or 2.8% of our revenue during fiscal year 2018, and approximately $18.5 million or 3.3% of our revenue during the nine months ended June 30, 2019. We believe that our customers’ ability to obtain competitive, prompt and convenient financing at our stores strengthens our ability to sell new and pre-owned boats and gives us an advantage over many of our competitors, particularly our smaller competitors that lack the resources to arrange boat financing at their stores or that do not generate enough F&I product volume to attract the broad range of financing sources that are available to us.

Service, Parts & Other

We provide repair and maintenance services at most of our stores. We believe that our repair and maintenance services help strengthen our customer relationships and that our quality service and emphasis on preventative maintenance increases the quality and supply of well-maintained boats available for our pre-owned boat business. We perform both warranty and non-warranty repair services, with the cost of warranty work reimbursed by the manufacturer in accordance with the manufacturer’s warranty reimbursement program. For any warranty work we perform, most of our manufacturers reimburse a percentage of the store’s posted service labor rates, with the percentage varying depending on the store’s customer satisfaction index rating and attendance at service training courses. Certain other of our manufacturers reimburse warranty work at a fixed amount per repair. Because boat manufacturers require that warranty work be performed at authorized stores, our stores receive substantially all of the warrantied repair and maintained work required for the boats we offer. We also offer third-party extended warranty contracts, which result in a continuous demand for our repair and maintenance services for the term of the extended warranty contract. Additionally, we offer parts and accessories at our stores, primarily to retail customers to repair their current engines or other marine related parts and equipment. Our offerings include engine parts, oils, lubricants, steering and control systems, electronics, safety products, water sport accessories (such as tubes, wakeboards, surfboards, lines, and lifejackets), products relating to docking and anchoring, boat covers, trailer parts, and a complete line of other boating accessories.

At certain of our stores, we offer marina and boat rental services, which are generally recurring in nature and create additional opportunities to connect with potential buyers. We maintain a small fleet of rental boats, and, after one season, the rental boats are repurposed for pre-owned sales. Additionally, we operate 15 marina locations that provide fueling, docking and indoor and outdoor storage.

Our focus on customer service, which we believe is one of our core competitive advantages in the recreational boating industry, is critical to our efforts in creating and maintaining long-term customers. Service, parts & other accounted for approximately $46.7 million or 7.7% of our revenue during fiscal 2018, and approximately $45.9 million or 8.2% of our revenue during the nine months ended June 30, 2019.

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Stores

We offer new and pre-owned recreational boats and other related marine products and boat services through 63 stores comprising 21 dealer groups in 11 states, including Texas, Florida, Alabama, North Carolina, South Carolina, Georgia and New York. Each store generally includes an indoor showroom and an outside display area for our new and pre-owned boat inventories, along with a business office to facilitate F&I products and repair and maintenance services facilities.

Operations

Dealership Operations and Management

The operational management of our boat dealer groups is decentralized, with certain administrative functions centralized at the corporate level and the primary responsibility of day-to-day operations localized at the store level. Each store is managed by a general manager, often a former owner, who oversees the day-to-day operations, human resources and financial performance of that particular individual store. Typically, each store also has a staff consisting of sales representatives, an F&I manager, a service manager, a parts manager, maintenance and repair technicians and additional support personnel.

We provide employees with ongoing training, career advancement opportunities and favorable benefit packages as a part of our strategy to attract and retain high quality employees. Sales training sessions are held at various locations, including the manufacturers facilities, and cover a broad array of topics from technical product details, features and benefits, to general sales techniques. Our highly-trained professional sales teams recognize the importance of building relationships with customers, assisting them in selecting the boat that best fits their needs and making the entire sales process enjoyable, all of which are critical to our successful sales efforts. The overall focus of our training program is to provide exemplary customer service.

Members of our sales teams receive compensation on primarily a commission basis. Generally, each manager within a store receives a salary along with incentive compensation based on the performance of the managed store or their respective departments.

Sales and Marketing

Our sales strategy focuses on highlighting the joys of the boating lifestyle while also providing convenient repair and maintenance services to maintain a stress-free boating experience. Our sales strategy is built on our high levels of customer service, hassle-free sales approach, appealing store layouts, highly-trained sales teams and the ability of our sales teams to educate customers and their families on boating. We constantly aim to provide the highest levels of customer service and support before, during and after each sale.

Each of our stores offers our customers the opportunity to evaluate a variety of new and pre-owned boats in an environment that is convenient, comfortable and professional. Our stores provide a full-service purchasing process, which includes attractive F&I packages and extended third-party service agreements. We have a number of waterfront stores, most of which include marina-type facilities and docks at which we display our new and pre-owned boats. These waterfront stores and marinas are easily accessible to boating customers, operate as in-water showrooms and enable our sales team to give potential customers impromptu in-water demonstrations of our various boat models.

We provide customers a diverse offering of boat brands, which span across a multitude of sizes, uses and activities, including leisure, fishing, watersports, luxury and vacation. We believe this diverse offering of brands allows us to reach a broad expanse of customers and maximizes our ability to provide high quality service to each customer that walks into one of our stores.

An important part of our sales strategy is our participation in boat shows and in-the-water sales events in areas with high levels of boating activity. These shows and events help drive sales during and after the show or event and are typically held in January, February, March and toward the end of the boating season at convention centers or marinas that have been rented out by area dealers.

We focus on customer education through personalized education by our sales representatives and other professionals, before, during and after a sale through product demonstrations on the use and

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operation of their boat. Typically, one of our delivery professionals or the sales representative delivers the customer’s boat to the customer’s boating location and thoroughly instructs the customer about the operation of the boat, including hands-on instructions for docking and trailering the boat.

Suppliers and Inventory Management

We purchase substantially all of our new boat inventory directly from manufacturers. Manufacturers typically allocate new boats to stores or dealer groups based on the amount of boats sold by the store or dealer group and their market share. We exchange new boats with other dealers to maintain flexibility, meet customer demand and balance inventory. We also display a select number of boats and yachts through consignment agreements, including with related parties.

We offer a wide array of new boats at various price points through relationships with over 48 manufacturers covering 72 brands. We are currently a top-three customer for 24 of our 72 brands and the single largest customer for each of our top five highest-selling brands. While our order volume amounts to between 5% to 35% of total sales for those top five brands, no single brand accounts for more than 10% of our sales volume. However, sales of new boats from the top ten manufacturers represent approximately 40.9% of our total sales volume.

As part of our business, we enter into renewable annual dealer agreements with boat manufacturers. Provided that we are in compliance with the material obligations of such dealer agreements, they designate an exclusive geographical territory for our store to sell a particular boat brand and typically do not restrict our right to sell any other product lines or competing products.

Manufacturers generally establish suggested prices annually, but the actual sales prices remain subject to the sole discretion of the dealer, which highlights the advantage of our lack of reliance on any one manufacturer. Manufacturers typically offer discounts and increased inventory financing assistance during the manufacturers’ slow season (generally October through March). We often capitalize on these opportunities to maximize our profit margins and increase our product availability during the selling season.

We are also able to transfer boats between our stores to maintain flexibility, meet customer demand and balance inventories. This flexibility reduces delays in delivery, helps us maximize inventory turnover and assists in minimizing potential overstock or out-of-stock situations. We actively monitor our inventory levels to maintain levels appropriate to meet current anticipated market demands. We are not bound by contractual agreements governing the amount of inventory that we must purchase in any year from any manufacturer; however, the failure to purchase at agreed upon levels may result in the loss of certain manufacturer incentives or dealership rights.

Inventory Financing

Boat and related marine manufacturers customarily provide various levels of interest assistance programs to retailers, which may include periods of free financing or reduced interest rate programs. The interest assistance may be paid directly to the retailer or the financial institution depending on the arrangements the manufacturer has established. We believe that our financing arrangements with manufacturers are standard within the industry.

We are party to our Inventory Financing Facility. The interest rate for amounts outstanding under the Inventory Financing Facility is calculated using the one month LIBOR rate plus an applicable margin of 2.75% to 5.00% for new boats and at the new boat rate plus 0.25% for used boats. The collateral for the Inventory Financing Facility consists primarily of our inventory that is financed through the Inventory Financing Facility and related assets, including accounts receivable, bank accounts, and proceeds of the foregoing, and excludes the collateral that underlies our GS/BIP Credit Facility. For additional information relating to the terms of our Inventory Financing Facility, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Debt Agreements—Inventory Financing Facility.”

Customers

We are not dependent on any one customer or group of customers, and no individual customer, or together with its affiliates, contributed on an aggregate basis 10% or more to our revenues.

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Seasonality

Our business, along with the entire recreational boating industry, is highly seasonal, and such seasonality varies by geographic market. With the exception of Florida, we generally realize significantly lower sales and higher levels of inventories, and related floor plan borrowings, in the quarterly periods ending December 31 and March 31. Revenue generated from our stores in Florida serves to offset generally lower winter revenue in our other states and enables us to maintain a more consistent revenue stream. Over the three-year period ended September 30, 2018, the average revenue for the quarters ended December 31, March 31, June 30 and September 30 represented approximately 11%, 23%, 39%, and 27%, respectively, of our average annual revenues. Every January, the onset of consumer boat and recreation shows generally marks the beginning of an increase in boat sales which allows us to begin to reduce our inventory levels and related short-term borrowings for the remainder of the fiscal year.

Our business is also sensitive to weather patterns, such as unseasonably cool weather, prolonged winter conditions, drought conditions (or merely reduced rainfall levels) or excessive rain, which may shorten the selling season, limit access to certain locations for boating or render boating hazardous or inconvenient, thereby curtailing customer demand for our products and services and adversely affecting our results of operations. Additionally, as with Hurricanes Florence and Michael in 2018, hurricanes and other storms may cause disruptions to our business operations or damage to our inventories and facilities. We believe our geographic diversity is likely to reduce the overall impact to us of adverse weather conditions in any one market area.

Environmental and Other Regulatory Issues

Our business operations, along with the entire retail recreational boating industry, are subject to numerous environmental and occupational health and safety laws and regulations that may be imposed in the United States at the federal, state and local levels. The more significant of these environmental and occupational health and safety laws and regulations include the following legal standards that currently exist in the United States, as amended from time to time:

the CAA, which restricts the emission of air pollutants from many sources and imposes various pre-construction, operational, monitoring, and reporting requirements, and which the EPA has relied upon as authority for adopting climate change regulatory initiatives relating to greenhouse gas emissions, as well as various air emission regulations for outboard marine engines;
the Federal Water Pollution Control Act, which regulates discharges of pollutants from facilities to state and federal waters;
the OPA, which subjects owners and operators of vessels, onshore facilities, and pipelines, as well as lessees or permittees of areas in which offshore facilities are located, to liability for removal costs and damages arising from an oil spill in waters of the United States;
CERCLA, which imposes liability on generators, transporters, and arrangers of hazardous substances at sites where hazardous substance releases have occurred or are threatening to occur;
RCRA, which governs the generation, treatment, storage, transport, and disposal of solid wastes, including hazardous wastes;
the Emergency Planning and Community Right-to-Know Act, which requires facilities to implement a safety hazard communication program and disseminate information to employees, local emergency planning committees, and response departments on toxic chemical uses and inventories; and
the Occupational Safety and Health Act, which establishes workplace standards for the protection of the health and safety of employees, including the implementation of hazard communications programs designed to inform employees about hazardous substances in the workplace, potential harmful effects of these substances, and appropriate control measures.

Additionally, there exist state and local jurisdictions in the United States where we operate that also have, or are developing or considering developing, similar environmental and occupational health and safety laws and regulations governing many of these same types of activities, which requirements may

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impose additional, or more stringent, conditions or controls that can significantly alter, delay or cancel the permitting, development, or expansion of operations or substantially increase the cost of doing business. Environmental and occupational health and safety laws and regulations, including new or amended legal requirements that may arise in the future to address potential environmental concerns such as air and water impacts or to address perceived human health or safety-related concerns are expected to continue to have a considerable impact on our operations.

As with companies in the retail recreational boat industry generally, and parts and service operations in particular, our business involves the use, handling, storage and contracting for recycling or disposal of petroleum-based products and wastes, as well as other hazardous and toxic substances and wastes, including gasoline, diesel fuels, motor oil, waste motor oil and filters, transmission fluid, antifreeze, freon, waste paint and lacquer thinner, batteries, solvents, lubricants, and degreasing agents. Environmental and occupational health and safety laws and regulations generally impose requirements for the use, management, handling, and disposal of these materials, and restrict the level of pollutants emitted into the environment, including into ambient air, discharges to surface water, and disposals or other releases to surface and below-ground soils and ground water. Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil, and criminal penalties or liabilities to third parties; the imposition of investigatory, remedial, and corrective action obligations or the incurrence of capital expenditures; the occurrence of restrictions, delays or cancellations in the permitting, development, or expansion of projects; and the issuance of injunctions restricting or prohibiting some or all of our activities in a particular area. Moreover, there exist environmental laws that provide for citizen suits, which allow environmental organizations to act in the place of the government and sue operators for alleged violations of environmental law.

We are also subject to laws and regulations governing the investigation and remediation of contamination at the facilities we currently or formerly own or operate, as well as at third-party sites to which we send hazardous substances or wastes for treatment, recycling or disposal. Some environmental laws, such as CERCLA and similar state statutes impose strict, and under certain circumstances joint and several, liability for the entire cost of investigation or remediation of a contaminated property and for any related damages to natural resources, upon current or former site owners or operators, as well as persons who arranged for the transportation, treatment or disposal of hazardous substances. We may also be subject to third-party claims alleging property damage and/or personal injury in connection with releases of, or exposure to, hazardous substances at our current or former properties or off-site waste disposal sites or from the products we sell.

Additionally, certain of our stores and/or repair facilities utilize USTs and ASTs, primarily for storing and dispensing petroleum-based products. The USTs and ASTs are generally subject to federal, state and local laws and regulations that require testing and upgrading of tanks and remediation of contaminated soils and groundwater resulting from leaking tanks. Additionally, if leakage from our USTs or ASTs migrates onto the property of others, we may be subject to liability to third parties for remediation costs or other damages.

For additional information relating to environmental protection, including releases, discharges and emissions into the environment, as well as worker health and safety requirements, please see “Risk Factors—Environmental and other regulatory issues may impact our operations.” Historically, our environmental compliance costs have not had a material adverse effect on our business, financial condition or results of operations; however, there can be no assurance that such costs will not be material in the future or that such future compliance will not have a material adverse effect on our business, financial condition or results of operations.

Product Liability

Our sale and servicing of boats and other watercraft may expose us to potential liabilities for personal injury or property damage claims relating to the use of such products. Historically, product liability claims have not materially affected our business. Our manufacturers generally maintain product liability insurance, and we maintain third-party liability insurance with respect to the sale and servicing of boats and other watercrafts, which we believe to be adequate. However, we may experience legal claims in excess of our insurance coverage, and those claims may not be covered by insurance. Furthermore, any

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significant claims against us, or an increase in insurance premiums resulting from excessive insurance claims, could adversely affect our business, financial performance and results of operations and result in negative publicity.

Competition

We operate in a highly competitive and fragmented environment. We face competition from businesses relating to recreational activities, which businesses compete for consumers’ leisure time and discretionary spending dollars. We face intense competition within the highly fragmented recreational boat industry for customers, quality products, boat show space and suitable store locations. We rely to a certain extent on boat shows to generate sales. Our inability to participate in boat shows in our existing or targeted markets could have a material adverse effect on our business, financial performance and results of operations.

We compete primarily with local boat dealers who own three or fewer stores, as well as with a limited number of larger operators, including MarineMax and Bass Pro Shops. With respect to sales of marine parts, accessories, and equipment, we compete with national specialty marine parts and accessory stores, online catalog retailers, sporting goods stores, and mass merchants. Competition within the recreational boating industry is generally based on the quality and variety of available products, the price and value of the products and services and attention to customer service. We face significant competition from our current market and will likely face significant competition in any new markets that we may enter. We also face competition from retailers in certain markets who sell boat brands, parts and engines that we do not currently carry in such markets. Additionally, a number of our competitors are large national or regional chains that have substantially more financial, marketing and other resources than us, especially with regard to those that sell boating accessories. We also face competition from private sellers of pre-owned boats and online merchants entering the resale boating industry. However, we believe that our integrated corporate infrastructure, marketing and sales capabilities, cost structure, industry expertise and customer experience enable us to compete effectively against these competitors.

Intellectual Property

We rely on a number of trade names with respect to the regional dealer groups that we have acquired, which we do not re-brand under our “OneWater” mark. We cannot give any assurance that any trade name and trademark applications that we may file in the future will be granted.

Employees

As of September 1, 2019, we had 1,140 employees, 1,064 of whom were in store-level operations and 76 of whom were in corporate administration and management. We are not a party to any collective bargaining agreements. We consider our relations with our employees to be excellent.

Facilities

Our corporate headquarters are located at 6275 Lanier Islands Parkway, Buford, Georgia 30518. Additionally, we own or lease the following material retail facilities:

Store Location & Dealer Group
Stores Leased
Stores Owned
Alabama
 
 
 
Singleton Marine
 
3
 
 
 
Rambo Marine
 
2
 
 
 
Sunrise Marine
 
1
 
 
 
Legendary Marine
 
1
 
 
 
   
 
 
 
Florida
 
 
 
 
 
 
Grande Yachts
 
3
 
 
 
Legendary Marine
 
4
 
 
 
Sundance Marine
 
5
 
 
 

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Store Location & Dealer Group
Stores Leased
Stores Owned
Marina Mike’s
 
 
 
1
 
Ocean Blue Yacht Sales
 
3
 
 
 
Sunrise Marine
 
2
 
 
 
Caribee Boat
 
1
 
 
 
Central Marine
 
3
 
 
 
 
 
 
 
 
 
 
Georgia
 
 
 
 
 
 
Singleton Marine
 
8
 
 
 
American Boat Brokers
 
1
 
 
 
 
 
 
 
 
 
 
Kentucky
 
 
 
 
 
 
Lookout Marine
 
2
 
 
 
 
 
 
 
 
 
 
Massachusetts
 
 
 
 
 
 
Bosun’s
 
4
 
 
 
 
 
 
 
 
 
 
Maryland
 
 
 
 
 
 
Grande Yachts
 
2
 
 
 
 
 
 
 
 
 
 
North Carolina
 
 
 
 
 
 
Grande Yachts
 
1
 
 
 
 
 
 
 
 
 
 
New York
 
 
 
 
 
 
Grande Yachts
 
1
 
 
 
 
 
 
 
 
 
 
Ohio
 
 
 
 
 
 
South Shore Marine
 
1
 
 
 
Spend-A-Day Marina
 
1
 
 
 
 
 
 
 
 
 
 
South Carolina
 
 
 
 
 
 
Grande Yachts
 
1
 
 
 
Captain’s Choice Marine
 
2
 
 
 
Singleton Marine
 
2
 
 
 
 
 
 
 
 
 
 
Texas
 
 
 
 
 
 
Texas Marine
 
3
 
 
 
SMG Boats
 
2
 
 
 
Slalom Shop
 
2
 
 
 
Phil Dill Boats
 
1
 
 
 

We believe that our facilities are adequate for our current operations.

Legal Proceedings

Due to the nature of our business, we are, from time to time, involved in other routine litigation or subject to disputes or claims related to our business activities, including workers’ compensation claims and employment related disputes. In the opinion of our management, none of the pending litigation, disputes or claims against us, if decided adversely, will have a material adverse effect on our financial condition, cash flows or results of operations.

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Recent Developments

On August 1, 2019, OneWater LLC acquired substantially all of the assets of Central Marine, a dealer group based in Florida with three stores engaged in selling new and pre-owned boats and providing parts and repair services, for total cash consideration of approximately $19.4 million.

On August 5, 2019, we, through certain of our subsidiaries, completed the Sale-Leaseback Transaction with affiliates of SunTrust for four of our boat dealerships located throughout Florida and Georgia, for aggregate cash consideration of approximately $16.0 million.

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MANAGEMENT

Directors and Executive Officers

Set forth below are the names, ages as of September 1, 2019, positions and descriptions of the business experience of our executive officers, directors and director nominees.

Name
Age
Position with OneWater Inc.
Austin Singleton
46
Founder, Chief Executive Officer and Sole Director
Anthony Aisquith
52
President and Chief Operating Officer
Jack Ezzell
49
Chief Financial Officer
Christopher W. Bodine
64
Director Nominee
Mitchell W. Legler
77
Director Nominee
John F. Schraudenbach
60
Director Nominee
Michael C. Smith
55
Director Nominee
Keith R. Style
46
Director Nominee
John G. Troiano
49
Director Nominee

Current Director and Executive Officers

Austin Singleton—Founder, Chief Executive Officer and Sole Director. Austin Singleton has served as our Chief Executive Officer and Sole Director since April 2019, the Chief Executive Officer of OneWater LLC since its formation in 2014, and the Chief Executive Officer of Singleton Marine, which later merged with Legendary Marine to form OneWater LLC, since 2006. Mr. Singleton has served on the Board of Managers of OneWater LLC since its formation in 2016. Mr. Singleton first joined Singleton Marine in 1988, shortly after his family founded Singleton Marine in 1987. Prior to his role as the Chief Executive Officer of OneWater LLC, Mr. Singleton worked in substantially all positions within the dealership from the fuel dock, to the service department, to the sales department, to general manager. Mr. Singleton studied Business and Finance at Auburn University. Mr. Singleton was selected as a director due to his management and extensive industry experience.

Anthony Aisquith—President and Chief Operating Officer. Anthony Aisquith has served as our Chief Operating Officer since April 2019 and as the President and Chief Operating Officer of OneWater LLC (including its predecessor entity, Singleton Marine) since 2008. Mr. Aisquith has served on the Board of Managers of OneWater LLC since 2014. Mr. Aisquith has 25 years of experience in the boating industry, and prior to joining OneWater LLC in 2008, he held several senior management positions at MarineMax (NYSE: HZO). Specifically, from 2003 to 2008, he served as Vice President, and from 2000 to 2008, he served as a Regional President, overseeing MarineMax’s operations in Georgia, North and South Carolina, Texas and California. Prior to serving as Regional President, Mr. Aisquith held a variety of management and sales positions at MarineMax. Before joining MarineMax in June of 1985, Mr. Aisquith worked for ten years in the auto industry.

Jack Ezzell—Chief Financial Officer. Jack Ezzell has served as our Chief Financial Officer since April 2019 and as the Chief Financial Officer of OneWater LLC since 2017. Mr. Ezzell has over 25 years of accounting and finance experience, with over 17 years of experience in the boating industry specifically. Immediately prior to beginning his tenure as Chief Financial Officer of OneWater LLC, Mr. Ezzell was a General Manager at MarineMax (NYSE: HZO), where he oversaw all dealership operations at MarineMax’s Clearwater and St. Petersburg, Florida locations. From 2010 to 2015, Mr. Ezzell served as Chief Accounting Officer of Masonite International Corporation (NYSE: DOOR), and from 1998 to 2010, he served as the Controller and as the Chief Accounting Officer at MarineMax. Prior to joining MarineMax, Mr. Ezzell began his career as an auditor for Arthur Andersen. Mr. Ezzell is a Certified Public Accountant and obtained his Bachelor of Science in Accounting from Western Carolina University.

Director Nominees

Christopher W. Bodine – Mr. Bodine has been nominated to serve on our board of directors. He retired as President, Health Care Services at CVS Caremark Corporation (NYSE: CVS) (“CVS Caremark”) after 24 years with CVS Caremark in 2009. During his tenure as President, Mr. Bodine was

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responsible for Strategy, Business Development, Trade Relations, Sales and Account Management, Pharmacy Merchandising, Marketing, Information Technology, and Minute Clinic. Mr. Bodine is currently a Director at Allergan plc (NYSE: AGN) and ContinuumRX Services, Inc. Mr. Bodine is also a Venture Partner at NewSpring Capital. Prior to these positions, he was a Director at Fred’s, Inc. (NASDAQ: FRED) and Nash-Finch Company. Mr. Bodine formerly served as a Trustee for Bryant University and is active with the Juvenile Diabetes Research Foundation and the American Heart Association. Mr. Bodine attended Troy State University and received an Honorary Doctorate Degree in Business Administration from Johnson & Wales University. Our board of directors believes Mr. Bodine is qualified to serve on our board of directors because of his prior leadership experience and his public company experience.

Mitchell W. Legler – Mr. Legler has been nominated to serve on our board of directors and has served as Chairman of the Board of Managers of OneWater LLC since 2015. Mr. Legler is a business lawyer representing clients in corporate, commercial, and real estate law, and is a majority shareholder of the law firm Kirschner & Legler, P.A. Mr. Legler was a director of IMC Mortgage Company and Stein Mart, Inc. (NASDAQ: SMRT) (“Stein Mart”), both public companies, and served as general counsel to Stein Mart until his retirement in 2019. Mr. Legler has served as Director to a number of private companies in the healthcare, software development, international transportation, automotive retail, and real estate development fields. Mr. Legler received a B.A. with honors in Political Science from the University of North Carolina and a J.D. from the University of Virginia. Our board of directors believes Mr. Legler is qualified to serve on our board of directors because of his public company experience and his general legal expertise.

John F. Schraudenbach – Mr. Schraudenbach has been nominated to serve on our board of directors. Mr. Schraudenbach held various positions at Ernst & Young for 37 years until his retirement in June 2019. He served as the Senior Client Service Partner at Ernst & Young beginning in 2014, in which he established structure and policies for Ernst & Young’s Americas Assurance practice. Prior to this, Mr. Schraudenbach was the Managing Partner of Business Development for the Southeast U.S. Region and an Audit Partner at Ernst & Young. Mr. Schraudenbach has served on the America’s Assurance Operating Committee, National Accounting & Auditing Committee, Southeast Region Operating Committee and Center for Board Matters at Ernst & Young. Mr. Schraudenbach has served as the Alumni Board Chair at the University of Georgia Terry College of Business. Mr. Schraudenbach received both a Bachelor and Masters of Accounting from the University of Georgia. He is a Certified Public Accountant. Our board of directors believes Mr. Schraudenbach is qualified to serve on our board of directors because of his substantial financial and audit expertise.

Michael C. Smith – Mr. Smith has been nominated to serve on our board of directors and has served on the Board of Managers and on the Audit Committee of OneWater LLC since its formation in 2014. Mr. Smith has spent over 30 years in the investment, mortgage banking and advisory service business with an emphasis placed on capital formation, debt and equity investment in real estate developments and select operating businesses. Over the last 10 years, Mr. Smith has focused on business ventures in the family and lifestyle sector, including as founding member of LakePoint Sports, a sports-centric mixed-use development in the Atlanta area, lead partner and managing member of Ocean Isle Marina & Yacht Club, principal in the recapitalization of the Nantahala Outdoor Center and co-founder of U.S. Forest Service concessionaire business Pisgah Hospitality Partners. Mr. Smith received a BSBA - Finance from East Carolina University. Our board of directors believes Mr. Smith is qualified to serve on our board of directors because of his familiarity with OneWater LLC and his relevant experience in the marine and like industries.

Keith R. Style – Mr. Style has been nominated to serve on our board of directors and has served on the Board of Managers of OneWater LLC since 2015. Mr. Style has over 20 years of finance and accounting experience and is a Principal at The Presidio Group, a leading merchant bank and investment banking advisor in the retail automotive sector. From March 2017 to February 2018, Mr. Style served as interim Chief Financial Officer of OneWater LLC. Prior to OneWater LLC, Mr. Style served as the Senior Vice President and Chief Financial Officer of Asbury Automotive Group, Inc. (NYSE: ABG) (“Asbury”), a Fortune 500 company and one of the largest automotive retailers in the United States. After joining Asbury in 2003, Mr. Style held various roles in SEC Reporting, Treasury, Compliance, Investor Relations, Risk Management, Dealership Services and Process Innovation. Prior to joining Asbury, Mr. Style served in

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several finance and accounting positions at Sirius Satellite Radio, Inc. (NASDAQ: SIRI). Mr. Style holds a B.A. in Economics and Business from Lafayette College. Our board of directors believes that Mr. Style is qualified to serve on our board of directors because of his industry and public company experience, as well as his financial and leadership background.

John G. Troiano – Mr. Troiano has been nominated to serve on our board of directors and has served on the Board of Managers and as Chairman of the Compensation Committee of OneWater LLC since October 2016. Mr. Troiano is the Managing Partner and CEO of Beekman, which he co-founded in 2004. Mr. Troiano spent two years at the mergers and acquisitions boutique firm Gleacher & Company, Inc. before joining Onex Corporation (TSX: ONEX) in 1996, where he became a Managing Director in Onex Corporation’s New York office in 1999. Mr. Troiano serves on the Board and is a Chairman of numerous Beekman portfolio companies. Mr. Troiano is on the board of two academic institutions and is involved with various charitable organizations. Mr. Troiano graduated summa cum laude with a B.S. in Economics from the Wharton School of the University of Pennsylvania with concentrations in Finance and Accounting. Mr. Troiano then earned an M.B.A. from Harvard Business School. Our board of directors believes Mr. Troiano is qualified to serve on our board of directors because of his financial expertise and prior professional experience.

There are no family relationships among any of our executive officers or directors.

Composition of Our Board of Directors

Our board of directors currently consists of one member. Prior to the date that the Class A common stock is first traded on the Nasdaq, our board of directors is expected to consist of seven members and be divided into three classes of directors that will serve staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our directors will be divided among the three classes as follows:

The Class I directors are expected to be Austin Singleton, Mitchell W. Legler and John Schraudenbach, and their terms will expire at the annual meeting of stockholders to be held in 2020;
The Class II directors are expected to be Christopher W. Bodine and Michael C. Smith, and their terms will expire at the annual meeting of stockholders to be held in 2021; and
The Class III directors are expected to be Keith R. Style and John G. Troiano, and their terms will expire at the annual meeting of stockholders to be held in 2022.

Our amended and restated certificate of incorporation provides that the number of directors may be set and changed only by resolution of the board of directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that each class will consist of as close to one-third of the directors as possible. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Leadership Structure of the Board

Our amended and restated bylaws and our corporate governance guidelines provide our board of directors with flexibility to combine or separate the positions of chairman of our board of directors and chief executive officer and to implement a lead director in accordance with its determination that using one or the other structure would be in the best interests of our company. Mr. Legler will serve as the chairman of our board of directors. Our board of directors has concluded that our current leadership structure is appropriate at this time. Our board of directors will periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Director Independence

Under the listing requirements and rules of the Nasdaq, independent directors must comprise a majority of our board of directors within a specified period after the completion of this offering. In addition, the rules of the Nasdaq require that, subject to specified exceptions, each member of a listed company’s

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audit, compensation, and nominating and corporate governance committees must be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. Under the rules of the Nasdaq, a director will qualify as an “independent director” only if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Additionally, compensation committee members must not have a relationship with us that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. To be considered to be independent for purposes of Rule 10A-3 of the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors has undertaken a review of its composition, the composition of its committees and independence of each director. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our board of directors has determined that Messrs. Bodine, Legler, Schraudenbach, Smith, Style, and Troiano, representing a majority of our directors, do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements of the Nasdaq. Our board of directors also determined that Messrs. Legler, Schraudenbach and Smith, who will comprise our audit committee, Messrs. Bodine, Style and Troiano, who will comprise our compensation committee, and Messrs. Bodine, Legler, and Style, who will comprise our nominating and corporate governance committee, satisfy the respective independence standards for those committees established by applicable rules and regulations of the SEC and the listing requirements of the Nasdaq. In making this determination, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director and the transactions involving each non-employee director, if any, described in “Certain Relationships and Related Party Transactions.”

Committees of the Board of Directors

Our board of directors will establish an audit committee, a compensation committee and a nominating and governance committee prior to the completion of this offering. The composition and responsibilities of each of the committees of our board of directors are described below. Following the completion of this offering, copies of the charters for each committee will be available on our website. Members will serve on these committees until their resignation or until otherwise determined by our board of directors. Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

Audit Committee

Rules implemented by the Nasdaq and the SEC require us to have an audit committee comprised of at least three directors who meet the independence and experience standards established by the Nasdaq and the Exchange Act, subject to transitional relief during the one-year period following the completion of this offering. Our audit committee will initially consist of three directors, all of whom are independent under the rules of the SEC. As required by the rules of the SEC and listing standards of the Nasdaq, after the applicable transition period, the audit committee will consist solely of independent directors. Messrs. Schraudenbach, Legler, and Smith will initially serve as members of our audit committee, with Mr. Schraudenbach serving as chair of the audit committee. Each member of the audit committee is financially literate, and our board of directors has determined that Mr. Schraudenbach qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

This committee will oversee, review, act on and report on various auditing and accounting matters to our board of directors, including: the selection of our independent accountants, the scope of our annual audits,

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fees to be paid to the independent accountants, the performance of our independent accountants and our accounting practices. In addition, the audit committee will oversee our compliance programs relating to legal and regulatory requirements. We expect to adopt an audit committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and applicable Nasdaq standards.

Compensation Committee

Our compensation committee will consist of Messrs. Troiano, Bodine, and Style, with Mr. Troiano serving as the chair of the compensation committee. Our board of directors has determined that all members of the Compensation Committee are independent under the current listing standards of the Nasdaq and are “non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange Act.

The compensation committee will review and approve, or recommend that our board of directors approve, the compensation of our chief executive officer, review and recommend to our board of directors the compensation of our non-employee directors, review and approve, or recommend that our board of directors approve, the terms of compensatory arrangements with our executive officers, administer our incentive compensation and benefit plans, select and retain independent compensation consultants and assess whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. We expect to adopt a compensation committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and applicable Nasdaq standards.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee will consist of Messrs. Bodine, Legler, and Style, with Mr. Bodine serving as the chair of the nominating and corporate governance committee. Our board of directors has determined that all members of the Nominating and Corporate Governance Committee are independent under the current listing standards of the Nasdaq.

The nominating and corporate governance committee will identify, evaluate and recommend qualified nominees to serve on our board of directors, consider and make recommendations to our board of directors regarding the composition of our board of directors and its committees, and oversee our internal corporate governance processes, review and approve or disapprove of related party transactions, maintain a management succession plan and oversee an annual evaluation of the board of directors’ performance. We expect to adopt a nominating and corporate governance committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and applicable Nasdaq standards.

Code of Business Conduct and Ethics

Our board of directors has adopted a code of business conduct and ethics applicable to our employees, directors and officers, in accordance with applicable U.S. federal securities laws and the corporate governance rules of the Nasdaq. Any waiver of this code may be made only by our board of directors and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of the Nasdaq.

Corporate Governance Guidelines

Our board of directors has adopted corporate governance guidelines in accordance with the corporate governance rules of the Nasdaq.

Compensation Committee Interlocks and Insider Participation

None of the members of the compensation committee is currently or has been at any time one of our employees with the exception of Mr. Style having served as interim Chief Financial Officer of OneWater LLC from March 1, 2017 to February 19, 2018. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee. Mr. Troiano, a member of our Compensation Committee, had certain boat purchase and resale transactions relating to OneWater LLC, as disclosed under “Certain Relationships and Related Party Transactions—Historical Transactions with Affiliates—Customers and Service Providers” below.

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EXECUTIVE COMPENSATION

OneWater Inc. did not pay any compensation to officers or employees during the 2018 fiscal year. However, the operations of our predecessor will be carried on by us and our subsidiaries following this offering, and the executive officers of our predecessor have been our executive officers since April 2019. As such, we believe that disclosure regarding our executive officers’ compensation for the full 2018 fiscal year, which was established and paid by our predecessor, is generally appropriate and relevant to investors, and as such, is disclosed below.

The tables and narrative disclosure below provide compensation disclosure that satisfies the requirements applicable to emerging growth companies, as defined in the JOBS Act.

Summary Compensation Table for Fiscal Year 2018

The following table summarizes the compensation awarded to, earned by or paid to our principal executive officer and our next two most highly-compensated executive officers (our “Named Executive Officers”) for the fiscal year ended September 30, 2018.   

Name and Principal Position
Year
Salary
($)
Option
Awards
($)(1)
Non-equity
Incentive Plan
Compensation
($)(2)
All Other
Compensation
($)(3)
Total
($)
Austin Singleton
(Founder, Chief Executive Officer and Director)
2018
$
220,000
 
$
 
$
 
$
35,569
 
$
255,569
 
Anthony Aisquith
(President & Chief Operating Officer)
2018
$
523,972
 
$
 
$
 
$
33,873
 
$
557,845
 
Jack Ezzell(4)
(Chief Financial Officer)
2018
$
280,769
 
$
215,908
 
$
62,500
 
$
10,691
 
$
569,868
 
(1) Amount reported reflects the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of Class B Units in OneWater LLC granted to Mr. Ezzell during fiscal year 2018. For additional information regarding the assumptions underlying this calculation please see Note 14 to our consolidated financial statements, entitled “Equity-Based Compensation,” for the fiscal year ended September 30, 2018, included elsewhere in this prospectus. See the discussion below entitled “Long Term Incentive Compensation” for a description of the Class B Units.
(2) Neither Messrs. Singleton nor Aisquith were eligible to receive an annual bonus in fiscal year 2018. Mr. Ezzell’s annual incentive arrangement is described below in the discussion entitled “Narrative to the Summary Compensation Table―Annual Bonus.”
(3) “All Other Compensation” includes perquisites and other personal benefits consisting of (i) an annual auto allowance for Mr. Singleton of $22,800 and lease payments for an automobile used by Mr. Aisquith but owned by us equal to $19,155 and (ii) medical premiums of $10,691 paid by us for the benefit of each of the Named Executive Officers at amounts greater than amounts available to employees generally. As a general rule, we will reimburse our Named Executive Officers for amounts paid by the executives for business travel, including business travel on private, chartered or fractionally owned aircraft but we do not reimburse our Named Executive Officers for any personal use of private aircraft. In addition, we paid premiums in fiscal year 2018 with respect to life insurance policies for the benefit of Messrs. Singleton and Aisquith in amounts equal to $2,078 and $4,027, respectively. The Named Executive Officers are also eligible to receive discounts on certain purchases (including boats), services and storage and have access to demonstration boats for their personal use, but these additional perquisites did not result in any additional cost to us and therefore no amount is being reported in connection with these perquisites.
(4) Mr. Ezzell was appointed Chief Financial Officer on February 19, 2018. Prior to that time he served as our Vice President of Finance. The compensation reported in this Summary Compensation Table includes the compensation earned with respect to both positions.

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Narrative to the Summary Compensation Table

Base Salary

Each Named Executive Officer’s base salary is a fixed component of annual compensation for performing specific job duties and functions. Historically, our board of directors has established the annual base salary rate for each of the Named Executive Officers at a level necessary to retain the individual’s services, and reviews base salaries on an annual basis in consultation with the Chief Executive Officer (other than with respect to his own salary). The board of directors has historically made adjustments to the base salary rates of the Named Executive Officers upon consideration of any factors that it deems relevant, including but not limited to: (a) any increase or decrease in the executive’s responsibilities, (b) the executive’s job performance, and (c) the level of compensation paid to executives of other companies with which we compete for executive talent, as estimated based on publicly available information and the experience of members of our board of directors and our Chief Executive Officer. In connection with this offering, the compensation committee has engaged the human resources consulting division of Aon, plc (“Aon”) as our compensation consultant and will use Aon to determine the base salaries, annual bonuses and other aspects of our compensation practices going forward.

Annual Bonus

In fiscal year 2018 neither Messrs. Singleton nor Aisquith participated in an annual bonus program. However, Mr. Ezzell participated in our annual incentive compensation program pursuant to which specific objectives were communicated to Mr. Ezzell both in his capacity as Vice President of Finance and in his capacity as Chief Financial Officer. His objectives were focused on our achieving certain levels of EBITDA, timely completion of the annual audit, improvements to our internal review and Board reporting processes and making operating improvements to our accounting function.

In connection with this offering and in future fiscal years we intend to adopt a more robust annual incentive program in which all of our Named Executive Officers will participate contingent upon the achievement of metrics and targets to be set annually by the Compensation Committee. It is currently anticipated that pretax income and aged inventory will be utilized as metrics for fiscal year 2020.

Long Term Incentive Compensation

We have historically offered long-term incentives to our executive officers through grants of Class B Units in OneWater LLC. The Class B Units represent an interest in the future profits of OneWater LLC and are intended to be treated as “profits interests” for federal income tax purposes. The Class B Units enable our executive officers to participate in growth of the OneWater LLC and are subject to a time-vesting requirement. Mr. Ezzell is the only Named Executive Officer who holds Class B Units. The 1,010 Class B Units granted to Mr. Ezzell in fiscal year 2018 vest with respect to 25% on each of the first four anniversaries of February 19, 2018. Mr. Ezzell’s Class B Units will vest upon the closing of this offering.

In addition, prior to the completion of this offering we expect to adopt the 2019 Omnibus Incentive Plan, which is described in the “—Additional Narrative Disclosures—Long Term Incentive Plan” section below.

Other Compensation Elements

We offer participation in broad-based retirement, health and welfare plans to all of our employees. We currently maintain a retirement plan intended to provide benefits under section 401(k) of the Internal Revenue Code, under which employees, including our Named Executive Officers, are allowed to contribute portions of their base compensation to a tax-qualified retirement account and receive discretionary matching contributions. In fiscal year 2018 matching contributions were made to participating employees equal to 50% of the employee’s deferral up to 4% of the employee’s compensation, subject to applicable nondiscrimination limitations imposed by the Internal Revenue Code. None of our Named Executive Officers participated in our retirement plan in fiscal year 2018.

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Outstanding Equity Awards at 2018 Fiscal Year-End

The following table reflects information regarding outstanding equity-based awards held by our Named Executive Officers as of September 30, 2018, which consist exclusively of Class B Units in OneWater LLC. All outstanding equity-based awards held by our Named Executive Officers as of September 30, 2018 are included in the table below.

 
Option Awards
Name
Number of
Securities
Underlying
Unexercised
Options (#)
(Exercisable)
Number of
Securities
Underlying
Unexercised
Options (#)
(Unexercisable)(1)
Option
Exercise
Price
($)(2)
Option
Expiration
Date(2)
Austin Singleton
 
 
 
 
 
 
 
 
Anthony Aisquith
 
 
 
 
 
 
 
 
Jack Ezzell
 
 
 
1,010
 
 
N/A
 
 
N/A
 
(1) This column reflects the number of Class B Units in OneWater LLC held by the Named Executive Officer that were unvested as of September 30, 2018. The 1,010 Class B Units will vest in substantially equal annual installments on February 19, 2019, 2020, 2021 and 2022, subject to the Named Executive Officer’s continued employment. These units will become 100% vested upon the closing of this offering.
(2) These equity awards, while analogous economically to options in that the recipient receives potential value only with respect to future appreciation, are not traditional options, and therefore, there is no exercise price or expiration date associated with them. However, the participation threshold (which represents the aggregate value of OneWater LLC that must be exceeded for Mr. Ezzell’s award to be “in the money”) is $100,000,000.

Additional Narrative Disclosures

Employment Agreements

In fiscal year 2018, none of our Named Executive Officers except Mr. Ezzell was subject to an employment agreement. Mr. Ezzell entered into an employment agreement effective February 19, 2018 and it is expected that Messrs. Singleton and Aisquith will enter into employment agreements (and Mr. Ezzell will amend his employment agreement) in connection with this offering. The employment agreements provide, or will provide, for the following benefits.

Severance Protection under Employment Agreements

Upon termination without cause or resignation for good reason, our Named Executive Officers will continue to receive base salary for a period of two years for Messrs. Singleton and Aisquith and one year for Mr. Ezzell and will receive an annual incentive bonus at target for two years following termination for Messrs. Singleton and Aisquith and one year for Mr. Ezzell. The annual incentive will be paid at the time we process the annual incentive payment for the continuing executives. No severance will be paid to a Named Executive Officer terminated for cause or who resigns without good reason.

Continued Vesting of Unvested Equity upon Termination

Upon termination without cause or resignation for good reason, our Named Executive Officers will continue to vest in all outstanding, unvested restricted stock units and performance stock units for a period of 12 months following the date of termination. Performance stock units that have not yet been measured will not be forfeited but will instead be determined at the end of the one-year performance period.

Non-Competition and Non-Solicitation Agreement

Under the terms of his employment agreement, the Named Executive Officer agrees not to compete against OneWater Inc. or solicit our employees for a period of two years following the date of departure for Messrs. Singleton and Aisquith and one year for Mr. Ezzell. In addition, as discussed below in “Certain Relationships and Related Party Transactions—Historical Transactions with Affiliates—OneWater LLC Warrants,” in connection with Goldman’s and Beekman’s purchases of the Opco Preferred Units and the LLC Warrants, Austin Singleton, our Chief Executive Officer, and Anthony Aisquith, our Chief Operating Officer, entered into non-solicitation and non-competition agreements for a 42-month term ending on March 28, 2020.

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Change in Control Provisions

Mr. Ezzell’s Class B Units will vest upon the closing of this offering. However, restricted stock units and performance stock units awards granted after the date of this offering will be subject to “double trigger” rather than “single trigger” vesting in connection with a change in control. These equity awards held by our Named Executive Officers will only vest in connection with a change in control if the Named Executive Officer is terminated without cause or resigns for good reason during the 12-month period following the change in control. Upon such a termination, in addition to the severance protection described above, all outstanding, unvested restricted stock units will immediately vest. All unvested performance stock units for which performance achievement had been measured at the time of the change in control will vest immediately upon such termination. Unvested performance stock units for which performance achievement had not been measured at the time of the change in control will not be forfeited but will instead be measured at the end of the initial one year performance period under the grant.

Payments Upon Death of Executive

The families of each Named Executive Officer will be paid $1 million upon the death of Messrs. Singleton and Aisquith and $500,000 upon the death of Mr. Ezzell.

Accelerated Vesting due to Death or Disability of Executive

All unvested restricted stock units will vest immediately upon the death or disability of a Named Executive Officer. All unvested performance stock units for which performance achievement had been measured prior to the Named Executive Officer’s death or disability will vest immediately upon death or disability of the executive. Unvested performance stock units for which performance achievement had not yet been measured prior to the Named Executive Officer’s death or disability will be determined at the end of the one-year performance period and will fully vest at the time the measurement is performed.

Long Term Incentive Plan

In order to incentivize individuals providing services to us or our affiliates, our board of directors intends to adopt a long-term incentive plan (the “LTIP”) prior to the completion of this offering. We anticipate that the LTIP will provide for the grant, from time to time, at the discretion of our board of directors or a committee thereof, of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, stock awards, dividend equivalents, other stock-based awards, cash awards, substitute awards and performance awards. The description of the LTIP set forth below is a summary of the material anticipated features of the LTIP. Our board of directors is still in the process of developing, approving and implementing the LTIP, and accordingly, this summary is subject to change. Further, this summary does not purport to be a complete description of all of the anticipated provisions of the LTIP and is qualified in its entirety by reference to the LTIP, the form of which is filed as an exhibit to this registration statement.

LTIP Share Limits. Subject to adjustment in the event of certain transactions or changes of capitalization in accordance with the LTIP, the total number of shares of our Class A common stock reserved for issuance pursuant to awards under the LTIP is equal to 10% of our fully diluted shares outstanding from time to time. The total number of shares reserved for issuance under the LTIP that may be issued pursuant to incentive stock options (which generally are stock options that meet the requirements of Section 422 of the Code) is             . Class A common stock subject to an award that expires or is cancelled, forfeited, exchanged, settled in cash or otherwise terminated without delivery of shares (including forfeiture of restricted stock awards) and shares withheld to pay the exercise price of, or to satisfy the withholding obligations with respect to, an award will again be available for delivery pursuant to other awards under the LTIP.

Administration. The LTIP will be administered by our board of directors, except to the extent our board of directors elects a committee of directors to administer the LTIP (the “administrator”). The administrator has broad discretion to administer the LTIP, including the power to determine the eligible individuals to whom awards will be granted, the number and type of awards to be granted and the terms and conditions of awards. The administrator may also accelerate the vesting or exercise of any award and make all other determinations and to take all other actions necessary or advisable for the administration of the LTIP.

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Eligibility. Any individual who is our officer or employee or an officer or employee of any of our affiliates, and any other person who provides services to us or our affiliates, including members of our board of directors, are eligible to receive awards under the LTIP at the discretion of the administrator.

Stock Options. The administrator may grant incentive stock options and options that do not qualify as incentive stock options, except that incentive stock options may only be granted to persons who are our employees or employees of one of our subsidiaries, in accordance with Section 422 of the Code. The exercise price of a stock option generally cannot be less than 100% of the fair market value of a share of our Class A common stock on the date on which the option is granted and the option must not be exercisable for longer than ten years following the date of grant. In the case of an incentive stock option granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of our capital stock, the exercise price of the stock option must be at least 110% of the fair market value of a share of our Class A common stock on the date of grant and the option must not be exercisable more than five years from the date of grant.

Stock Appreciation Rights. A SAR is the right to receive an amount equal to the excess of the fair market value of one share of our Class A common stock on the date of exercise over the grant price of the SAR. The grant price of a SAR generally cannot be less than 100% of the fair market value of a share of our Class A common stock on the date on which the SAR is granted. The term of a SAR may not exceed ten years. SARs may be granted in connection with, or independent of, a stock option. SARs may be paid in cash, Class A common stock or a combination of cash and Class A common stock, as determined by the administrator.

Restricted Stock. Restricted stock is a grant of shares of Class A common stock subject to the restrictions on transferability and risk of forfeiture imposed by the administrator. In the discretion of the administrator, dividends distributed prior to vesting may be subject to the same restrictions and risk of forfeiture as the restricted stock with respect to which the distribution was made.

Restricted Stock Units. A restricted stock unit is a right to receive cash, Class A common stock or a combination of cash and Class A common stock at the end of a specified period equal to the fair market value of one share of our Class A common stock on the date of vesting. Restricted stock units may be subject to the restrictions, including a risk of forfeiture, imposed by the administrator.

Stock Awards. A stock award is a transfer of unrestricted shares of our Class A common stock on terms and conditions determined by the administrator.

Dividend Equivalents. Dividend equivalents entitle an individual to receive cash, shares of Class A common stock, other awards, or other property equal in value to dividends or other distributions paid with respect to a specified number of shares of our Class A common stock. Dividend equivalents may be awarded on a free-standing basis or in connection with another award (other than an award of restricted stock or a stock award). The administrator may provide that dividend equivalents will be paid or distributed when accrued or at a later specified date, including at the same time and subject to the same restrictions and risk of forfeiture as the award with respect to which the dividends accrue if they are granted in tandem with another award.

Other Stock-Based Awards. Subject to limitations under applicable law and the terms of the LTIP, the administrator may grant other awards related to our Class A common stock. Such awards may include, without limitation, awards that are convertible or exchangeable debt securities, other rights convertible or exchangeable into our Class A common stock, purchase rights for Class A common stock, awards with value and payment contingent upon our performance or any other factors designated by the administrator, and awards valued by reference to the book value of our Class A common stock or the value of securities of, or the performance of, our affiliates.

Cash Awards. The LTIP will permit the grant of awards denominated in and settled in cash as an element of or supplement to, or independent of, any award under the LTIP.

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Substitute Awards. Awards may be granted in substitution or exchange for any other award granted under the LTIP or any other right of an eligible person to receive payment from us. Awards may also be granted under the LTIP in substitution for similar awards held by individuals who become eligible persons as a result of a merger, consolidation or acquisition of another entity or the assets of another entity by or with us or one of our affiliates.

Performance Awards. Performance awards represent awards with respect to which a participant’s right to receive cash, shares of our Class A common stock, or a combination of both, is contingent upon the attainment of one or more specified performance measures during a specified period. The administrator will determine the applicable performance period, the performance goals and such other conditions that apply to each performance award. The administrator may use any business criteria and other measures of performance it deems appropriate in establishing the performance goals applicable to a performance award.

Recapitalization. In the event of any change in our capital structure or business or other corporate transaction or event that would be considered an equity restructuring, the administrator shall or may (as required by applicable accounting rules) equitably adjust the (i) aggregate number or kind of shares that may be delivered under the LTIP, (ii) the number or kind of shares or amount of cash subject to an award, (iii) the terms and conditions of awards, including the purchase price or exercise price of awards and performance goals, and (iv) the applicable share-based limitations with respect to awards provided in the LTIP, in each case to equitably reflect such event.

Change in Control. Except to the extent otherwise provided in any applicable award agreement, no award will vest solely upon the occurrence of a change in control. In the event of a change in control or other changes to us or our Class A common stock, our board of directors may, at its discretion, (i) accelerate the time of exercisability of an award, (ii) require awards to be surrendered in exchange for a cash payment (including cancelling a stock option or SAR for no consideration if it has an exercise price or the grant price less than the value paid in the transaction), or (iii) make any other adjustments to awards that the administrator deems appropriate to reflect the applicable transaction or event (including the assumption of awards by a successor).

No Repricing. Except in connection with (i) the issuance of substitute awards granted to new service providers in connection with a transaction or (ii) adjustments to awards granted under the LTIP as a result of a transaction or recapitalization involving us, without the approval of the stockholders of OneWater Inc., the terms of an outstanding option or SAR may not be amended to reduce the exercise price or grant price or to take any similar action that would have the same economic result.

Clawback. All awards granted under the LTIP are subject to reduction, cancellation or recoupment under any written clawback policy that we may adopt and that we determine should apply to awards under the LTIP.

Amendment and Termination. The LTIP will automatically expire on the tenth anniversary of its effective date. Our board of directors may amend or terminate the LTIP at any time, subject to stockholder approval if required by applicable law, rule or regulation, including the rules of the stock exchange on which our shares of Class A common stock are listed. Our board of directors may amend the terms of any outstanding award granted under the LTIP at any time so long as the amendment would not adversely affect the rights of a participant under a previously granted award without the participant’s consent (or unless required by law or unless necessary to preserve the economic value of an award).

Cash and Equity Awards in Connection with or Following This Offering

Following this offering, we anticipate granting time-based restricted stock unit grants and performance stock units to our Named Executive Officers under the LTIP. Of the aggregate value of the equity grants, 40% will constitute restricted stock units and 60% will constitute performance stock units. The restricted stock units granted to our Named Executive Officers will have a total value of $208,000 for Messrs. Singleton and Aisquith and $120,000 for Mr. Ezzell, with the number of units determined based on the stock price on the date of grant (anticipated to occur on the first day of our fiscal year 2020). The restricted stock units will vest ratably over a 4-year period.

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The performance stock unit grants will be granted to our Named Executive Officers with a targeted total value of $312,000 for Messrs. Singleton and Aisquith and $180,000 for Mr. Ezzell, with the number of “target units” granted determined based on the stock price on the date of grant. The ultimate number of units earned will be determined based on the performance of OneWater Inc. versus specific objectives over a one-year performance period, with the actual amount earned ranging from 0% to 175% of the “target units”. The performance measurement will be similar in structure to annual incentive calculation and will include performance against pre-tax income and aged inventory objectives. Following the initial one-year performance period, the performance stock units contingently earned will vest ratably over a 3-year period, subject to the Named Executive Officer’s continued performance of services.

In addition, our Named Executive Officers will receive one time cash transaction bonuses contingent on the continued employment of the executive through the successful completion of this offering. Messrs. Singleton and Aisquith will receive bonuses equal to $1,000,000 each and Mr. Ezzell will receive a bonus equal to $300,000, in each case payable in a lump sum upon the closing of this offering.

Director Compensation for Fiscal Year 2018

OneWater Inc. did not pay any compensation to directors during the 2018 fiscal year. However, we believe that disclosure regarding our directors’ compensation for the full 2018 fiscal year, which was established and paid by our predecessor, is generally appropriate and relevant to investors, and as such, is disclosed below.

Employee directors are not compensated for their additional service provided to our board. Prior to this offering, we compensated our non-employee directors with an annual retainer of $30,000 in cash each year. Additionally, each non-employee director that served on the audit and/or compensation committee received an additional $6,000 per committee of service. Cash retainers were paid quarterly in arrears. Non-employee independent directors were not awarded any equity compensation in connection with their service. In addition, the various chairs of board committees received the following additional cash retainers:

Non-Executive Chair: $30,000
Audit Committee Chair: $40,000
Compensation Committee Chair: $20,000

During the fiscal year ended September 30, 2018 each of our non-employee directors received the compensation set forth in the table below.

Name
Fees Earned or
Paid in Cash
($)
Total
($)
Mitch Legler
$
69,000
 
$
69,000
 
Michael Smith
$
70,000
 
$
70,000
 
John Troiano
$
56,000
 
$
56,000
 
David Miller(1)
$
 
$
 
Jeff Lamkin
$
36,000
 
$
36,000
 
Pete Knowles
$
36,000
 
$
36,000
 
Keith Style(2)
$
256,461
 
$
256,461
 
(1) Mr. Miller is a board representative of Goldman and does not receive any additional compensation (nor do we provide any additional compensation to Goldman) for his services as a director.
(2) Amount includes (i) $18,000 in connection with Mr. Style’s services on the board and (ii) $238,461 in connection with Mr. Style’s role as interim Chief Financial Officer when he was an employee of OneWater LLC. Mr. Style served as our interim Chief Financial Officer in fiscal year 2018 until his replacement by Mr. Ezzell on February 19, 2018. Mr. Style was granted 500 restricted preferred units in OneWater LLC on March 9, 2015 and 2,500 Class B Units in OneWater LLC on March 1, 2017. As of September 30, 2018, Mr. Style held 300 unvested restricted preferred units and 313 vested Class B Units (and no unvested Class B Units) which are, as described above under “—Narrative to Summary Compensation Table—Long Term Incentive Compensation,” similar to stock options. The unvested restricted preferred units will become 100% vested upon the completion of this offering.

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Following this offering, we believe that attracting and retaining qualified non-employee independent directors will be critical to the future value of our growth and governance. We also believe that the compensation package for our non-employee independent directors should require that a portion of the total compensation package be equity-based to align the interests of these directors with our equity holders. Consequently, we intend to pay our non-employee independent directors an annual retainer of $75,000 in cash each year and award each non-employee independent director with an annual restricted stock unit grant valued, on the date of grant, at $75,000, which will vest one year following the date of grant. In addition, the various chairs of board committees will receive the following additional cash retainers:

Non-Executive Chair, if any: $30,000
Audit Committee Chair: $20,000
Compensation Committee Chair: $15,000
Governance Committee Chair: $10,000

Cash retainers will be paid quarterly in arrears. In addition, our non-employee independent directors will be required, within five years of joining the board, to hold shares of our common stock with a value of $225,000 (or three times the value of the base annual retainer paid to non-employee independent directors).

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CORPORATE REORGANIZATION

OneWater Inc. was incorporated as a Delaware corporation on April 3, 2019. Following this offering and the related transactions, OneWater Inc. will be a holding company whose only material asset will consist of membership interests in OneWater LLC. Following the closing of this offering, OneWater LLC will own all of the outstanding equity interests in Opco, which in turn will own all the outstanding equity interests in the subsidiaries through which OneWater Inc. operates its assets. After the consummation of the Reorganization, OneWater Inc. will be the sole managing member of OneWater LLC and will be responsible for all operational, management and administrative decisions relating to OneWater LLC’s business and will consolidate financial results of OneWater LLC and its subsidiaries. The OneWater LLC Agreement will be amended and restated as the Fourth Amended and Restated Limited Liability Company Agreement of OneWater LLC to, among other things, admit OneWater Inc. as the sole managing member of OneWater LLC.

In connection with the offering:

(a) One Legacy Owner holding a preferred distribution right of OneWater LLC will receive a distribution of additional common units of OneWater LLC in exchange for the surrender of the preferred right;
(b) OneWater LLC will provide the Legacy Owners the right to receive a tax distribution to cover taxable income arising as a result of OneWater LLC’s operating income through the period ending on the date of the closing of this offering;
(c) OneWater LLC’s limited liability company agreement will be amended and restated to, among other things, provide for a single class of OneWater LLC Units; OneWater Inc.’s certificate of incorporation and bylaws will be amended and restated; and all of the Legacy Owners’ existing membership interests in OneWater LLC will be exchanged for OneWater LLC Units;
(d) Goldman and Beekman will receive          OneWater LLC Units upon exercise of the LLC Warrants;
(e) the Exchanging Owners will directly or indirectly contribute all of their OneWater LLC Units to OneWater Inc. in exchange for shares of Class A common stock;
(f) OneWater Inc. will issue          shares of Class A common stock to purchasers in this offering in exchange for the proceeds of this offering;
(g) Each OneWater Unit Holder will receive a number of shares of Class B common stock equal to the number of OneWater LLC Units held by such OneWater Unit Holder following this offering;
(h) OneWater Inc. will contribute the net proceeds of this offering to OneWater LLC in exchange for an additional number of OneWater LLC Units such that OneWater Inc. holds a total number of OneWater LLC Units equal to the number of shares of Class A common stock outstanding following this offering; and
(i) OneWater LLC will contribute cash to Opco in exchange for additional units therein, and Opco will use such cash, consisting of the net proceeds of the offering, cash on hand, and borrowings under the GS/BIP Credit Facility, to redeem all of the outstanding the Opco Preferred Units held by Goldman and Beekman for cash. Please see “Use of Proceeds” and “Certain Relationships and Related Party Transactions—Historical Transactions with Affiliates—Opco Preferred Units” for more information on the Opco Preferred Units.

After giving effect to these transactions and the offering contemplated by this prospectus, OneWater Inc. will own an approximate          % interest in OneWater LLC (or          % if the underwriters’ option to purchase additional shares is exercised in full), and the OneWater Unit Holders will own an approximate          % interest in OneWater LLC (or          % if the underwriters’ option to purchase additional shares is exercised in full) and all of the Class B common stock. Please see “Principal Stockholders.”

Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally. Holders of Class A common stock and Class B common

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stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or by our amended and restated certificate of incorporation. OneWater Inc. does not intend to list Class B common stock on any exchange.

Following this offering, under the OneWater LLC Agreement, each OneWater Unit Holder will, subject to certain limitations, have the right, pursuant to the Redemption Right, to cause OneWater LLC to acquire all or a portion of its OneWater LLC Units for, at OneWater LLC’s election, (i) shares of our Class A common stock at a redemption ratio of one share of Class A common stock for each OneWater LLC Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions or (ii) an equivalent amount of cash. An independent committee of our board of directors will determine whether to issue shares of Class A common stock or cash based on facts in existence at the time of the decision, which we expect would include the relative value of the Class A common stock (including trading prices for the Class A common stock at the time), the cash purchase price, the availability of other sources of liquidity (such as an issuance of stock) to acquire the OneWater LLC Units and alternative uses for such cash. Alternatively, upon the exercise of the Redemption Right, OneWater Inc. (instead of OneWater LLC) will have the right, pursuant to the Call Right, to , for administrative convenience, acquire each tendered OneWater LLC Unit directly from the redeeming OneWater Unit Holder for, at its election, (x) one share of Class A common stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an equivalent amount of cash. In addition, OneWater Inc. has the right to require (i) upon the acquisition by OneWater Inc. of substantially all of the OneWater LLC Units, certain minority unitholders or (ii) upon a change of control of OneWater Inc., each OneWater Unit Holder (other than OneWater Inc.), to exercise its Redemption Right with respect to some or all of such unitholder’s OneWater LLC Units. In connection with any redemption of OneWater LLC Units pursuant to the Redemption Right or the Call Right, the corresponding number of shares of Class B common stock will be cancelled. See “Certain Relationships and Related Party Transactions—OneWater LLC Agreement.”

Certain Legacy Owners will have the right, under certain circumstances, to cause us to register the offer and resale of their shares of Class A common stock. See “Certain Relationships and Related Party Transactions— Registration Rights Agreement.”

OneWater Inc.’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of OneWater LLC Units in connection with this offering or pursuant to an exercise of the Redemption Right or the Call Right is expected to result in adjustments to the tax basis of the tangible and intangible assets of OneWater LLC, and such adjustments will be allocated to OneWater Inc. These adjustments would not have been available to OneWater Inc. absent its acquisition or deemed acquisition of OneWater LLC Units and are expected to reduce the amount of cash tax that OneWater Inc. would otherwise be required to pay in the future.

OneWater Inc. will enter into the Tax Receivable Agreement with certain of the OneWater Unit Holders at the closing of this offering. This agreement will generally provide for the payment by OneWater Inc. to such OneWater Unit Holders of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax (computed using the estimated impact of state and local taxes) that OneWater Inc. actually realizes (or is deemed to realize in certain circumstances) in periods after this offering as a result of, as applicable to each such OneWater Unit Holder, (i) certain increases in tax basis that occur as a result of OneWater Inc.’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of such OneWater Unit Holder’s OneWater LLC Units pursuant to the exercise of the Redemption Right or the Call Right or that relate to prior transfers of OneWater LLC Units that will be available to OneWater Inc. as a result of its acquisition of those units, and (ii) imputed interest deemed to be paid by OneWater Inc. as a result of, and additional tax basis arising from, any payments OneWater Inc. makes under the Tax Receivable Agreement. OneWater Inc. will be dependent on OneWater LLC to make distributions to OneWater Inc. in an amount sufficient to cover OneWater Inc.’s obligations under the Tax Receivable Agreement.

OneWater Inc. will retain the benefit of the remaining 15% of these net cash savings. For additional information regarding the Tax Receivable Agreement, see “Risk Factors—Risks Related to this Offering and Our Class A Common Stock” and “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

OneWater LLC Agreement

The OneWater LLC Agreement is filed as an exhibit to the registration statement of which this prospectus forms a part, and the following description of the OneWater LLC Agreement is qualified in its entirety by reference thereto.

Redemption Rights

Following this offering, under the OneWater LLC Agreement, the OneWater Unit Holders will, subject to certain limitations, have the right, pursuant to the Redemption Right, to cause OneWater LLC to acquire all or a portion of their OneWater LLC Units for, at OneWater LLC’s election, (i) shares of our Class A common stock at a redemption ratio of one share of Class A common stock for each OneWater LLC Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification or (ii) an equivalent amount of cash. Alternatively, upon the exercise of the Redemption Right, OneWater Inc. (instead of OneWater LLC) will have the right (the “Call Right”), to acquire each tendered OneWater LLC Unit directly from the OneWater Unit Holders for, at its election, (x) one share of Class A common stock or (y) an equivalent amount of cash. In addition, OneWater Inc. has the right to require (i) upon the acquisition by OneWater Inc. of substantially all of the OneWater LLC Units, certain minority unitholders or (ii) upon a change of control of OneWater Inc., each OneWater Unit Holder (other than OneWater Inc.), to exercise its Redemption Right with respect to some or all of such unitholder’s OneWater LLC Units. As the OneWater Unit Holders cause their OneWater LLC Units to be redeemed, holding other assumptions constant, OneWater Inc.’s membership interest in OneWater LLC will be correspondingly increased, the number of shares of Class A common stock outstanding will be increased, and the number of shares of Class B common stock will be decreased.

Distributions and Allocations

Under the OneWater LLC Agreement, subject to the obligations of OneWater LLC to make tax distributions and to reimburse OneWater Inc. for its corporate and other overhead expenses, OneWater Inc. will have the right to determine when distributions will be made to the holders of OneWater LLC Units and the amount of any such distributions. Following this offering, if OneWater Inc. authorizes a distribution, such distribution will be made to the holders of OneWater LLC Units generally on a pro rata basis in accordance with their respective percentage ownership of OneWater LLC Units.

The holders of OneWater LLC Units, including OneWater Inc., will generally incur U.S. federal, state and local income taxes on their share of any net taxable income of OneWater LLC. Net income and losses of OneWater LLC generally will be allocated to the holders of OneWater LLC Units on a pro rata basis in accordance with their respective percentage ownership of OneWater LLC Units, subject to requirements under U.S. federal income tax law that certain items of income, gain, loss or deduction be allocated disproportionately in certain circumstances. To the extent OneWater LLC has available cash and subject to the terms of any current or future debt instruments, the OneWater LLC Agreement will require OneWater LLC to make pro rata cash distributions to OneWater Unit Holders, including OneWater Inc., in an amount sufficient to allow OneWater Inc. to pay its taxes and to make payments under the Tax Receivable Agreement it will enter into with certain of the OneWater Unit Holders. In addition, the OneWater LLC Agreement will require OneWater LLC to make non-pro rata payments to OneWater Inc. to reimburse it for its corporate and other overhead expenses, which payments are not treated as distributions under the OneWater LLC Agreement.

Issuance of Equity

The OneWater LLC Agreement will provide that, except as otherwise determined by us, at any time OneWater Inc. issues a share of its Class A common stock or any other equity security, the net proceeds received by OneWater Inc. with respect to such issuance, if any, shall be concurrently invested in OneWater LLC, and OneWater LLC shall issue to OneWater Inc. one OneWater LLC Unit or other economically equivalent equity interest. Conversely, if at any time, any shares of OneWater Inc.’s Class A

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common stock are redeemed, repurchased or otherwise acquired, OneWater LLC shall redeem, repurchase or otherwise acquire an equal number of OneWater LLC Units held by OneWater Inc., upon the same terms and for the same price, as the shares of our Class A common stock are redeemed, repurchased or otherwise acquired.

Competition

Under the OneWater LLC Agreement, the members have agreed that Goldman, Beekman and their respective affiliates will be permitted to engage in business activities or invest in or acquire businesses which may compete with our business or do business with our customers.

Dissolution

OneWater LLC will be dissolved only upon the first to occur of (i) the sale of substantially all of its assets or (ii) an election by us to dissolve the company. Upon dissolution, OneWater LLC will be liquidated and the proceeds from any liquidation will be applied and distributed in the following manner: (a) first, to creditors (including to the extent permitted by law, creditors who are members) in satisfaction of the liabilities of OneWater LLC, (b) second, to establish cash reserves for contingent or unforeseen liabilities and (c) third, to the members in proportion to the number of OneWater LLC Units owned by each of them.

Tax Receivable Agreement

As described in “Corporate Reorganization,” the OneWater Unit Holders may cause their OneWater LLC Units to be redeemed for shares of Class A common stock or cash, as applicable, in the future pursuant to the Redemption Right or the Call Right. OneWater LLC intends to make for itself (and for each of its direct or indirect subsidiaries that is treated as a partnership for U.S. federal income tax purposes and that it controls) an election under Section 754 of the Code that will be effective for the taxable year of this offering and each taxable year in which a redemption of OneWater LLC Units pursuant to the Redemption Right or the Call Right occurs. Pursuant to the Section 754 election, OneWater Inc.’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of OneWater LLC Units pursuant to the Redemption Right or the Call Right are expected to result in adjustments to the tax basis of the tangible and intangible assets of OneWater LLC. These adjustments will be allocated to OneWater Inc. Such adjustments to the tax basis of the tangible and intangible assets of OneWater LLC would not have been available to OneWater Inc. absent its acquisition or deemed acquisition of OneWater LLC Units pursuant to the exercise of the Redemption Right or the Call Right. The anticipated basis adjustments are expected to increase (for tax purposes) OneWater Inc.’s depreciation and amortization deductions and may also decrease OneWater Inc.’s gains (or increase its losses) on future dispositions of certain assets to the extent the increase in tax basis is allocated to those assets. Such increased deductions and losses and reduced gains may reduce the amount of tax that OneWater Inc. would otherwise be required to pay in the future.

OneWater Inc. will enter into the Tax Receivable Agreement with certain of the OneWater Unit Holders at the closing of this offering. The Tax Receivable Agreement generally provides for the payment by OneWater Inc. to such OneWater Unit Holders of 85% of the net cash savings, if any, in U.S. federal, state and local income and franchise tax (computed using the estimated impact of state and local taxes) that OneWater Inc. actually realizes (or is deemed to realize in certain circumstances) in periods after this offering as a result of, as applicable to each such OneWater Unit Holder, (i) certain increases in tax basis that occur as a result of OneWater Inc.’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of such OneWater Unit Holder’s OneWater LLC Units pursuant to the exercise of the Redemption Right or the Call Right or that relate to prior transfers of OneWater LLC Units that will be available to OneWater Inc. as a result of its acquisition of those units and (ii) imputed interest deemed to be paid by OneWater Inc. as a result of, and additional tax basis arising from, any payments OneWater Inc. makes under the Tax Receivable Agreement. Under the Tax Receivable Agreement, OneWater Inc. will retain the benefit of the remaining 15% of these net cash savings. Certain of the OneWater Unit Holders’ rights (including the right to receive payments) under the Tax Receivable Agreement are transferable in connection with transfers permitted under the OneWater LLC Agreement of

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the corresponding OneWater LLC Units or, subject to OneWater Inc.’s consent (not to be unreasonably withheld, conditioned, or delayed), after the corresponding OneWater LLC Units have been acquired pursuant to the Redemption Right or Call Right.

The payment obligations under the Tax Receivable Agreement are OneWater Inc.’s obligations and not obligations of OneWater LLC, and we expect that the payments OneWater Inc. will be required to make under the Tax Receivable Agreement will be substantial. Estimating the amount and timing of OneWater Inc.’s realization of tax benefits subject to the Tax Receivable Agreement is by its nature imprecise. The actual increases in tax basis covered by the Tax Receivable Agreement, as well as the amount and timing of OneWater Inc.’s ability to use any deductions (or decreases in gain or increases in loss) arising from such increases in tax basis, are dependent upon significant future events, including but not limited to the timing of the redemptions of OneWater LLC Units, the price of OneWater Inc.’s Class A common stock at the time of each redemption, the extent to which such redemptions are taxable transactions, the amount of the redeeming unit holder’s tax basis in its OneWater LLC Units at the time of the relevant redemption, the depreciation and amortization periods that apply to the increase in tax basis, the amount, character, and timing of taxable income OneWater Inc. generates in the future, the timing and amount of any earlier payments that OneWater Inc. may have made under the Tax Receivable Agreement, the U.S. federal income tax rate then applicable, and the portion of OneWater Inc.’s payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable or amortizable tax basis. Accordingly, estimating the amount and timing of payments that may become due under the Tax Receivable Agreement is also by its nature imprecise. For purposes of the Tax Receivable Agreement, net cash savings in tax generally will be calculated by comparing OneWater Inc.’s actual tax liability (determined by using the actual applicable U.S. federal income tax rate and an assumed combined state and local income tax rate) to the amount it would have been required to pay had it not been able to utilize any of the tax benefits subject to the Tax Receivable Agreement. Thus, the amount and timing of any payments under the Tax Receivable Agreement are also dependent upon significant future events, including those noted above in respect of estimating the amount and timing of OneWater Inc.’s realization of tax benefits.

We expect that if there were a redemption of all of the outstanding OneWater LLC Units (other than those held by OneWater Inc.) immediately after this Offering, the estimated tax benefits to OneWater Inc. subject to the Tax Receivable Agreement would be approximately $       million, based on certain assumptions, including but not limited to a $       per share offering price to the public (the mid-point of the range set forth on the cover of this prospectus), a 21% U.S. federal corporate income tax rate and estimated applicable state and local income tax rates, no material change in U.S. federal income tax law, and that OneWater Inc. will have sufficient taxable income to utilize such estimated tax benefits. If the Tax Receivable Agreement were terminated immediately after this offering and based on the same assumptions used to estimate the tax benefit, the estimated early termination payment would be approximately $     million (calculated using a discount rate equal to one-year LIBOR plus 100 basis points, applied against an undiscounted liability of approximately $     million). The foregoing numbers are merely estimates and the actual tax benefits and early termination payments could differ materially.

A delay in the timing of redemptions of OneWater LLC Units, holding other assumptions constant, would be expected to decrease the discounted value of the amounts payable under the Tax Receivable Agreement as the benefit of the depreciation and amortization deductions would be delayed and the estimated increase in tax basis could be reduced as a result of allocations of OneWater LLC taxable income to the redeeming unit holder prior to the redemption. Stock price increases or decreases at the time of each redemption of OneWater LLC Units would be expected to result in a corresponding increase or decrease in the undiscounted amounts payable under the Tax Receivable Agreement in an amount equal to 85% of the tax-effected change in price. The amounts payable under the Tax Receivable Agreement are dependent upon OneWater Inc. having sufficient future taxable income to utilize the tax benefits on which it is required to make payments under the Tax Receivable Agreement. If OneWater Inc.’s projected taxable income is significantly reduced, the expected payments would be reduced to the extent such tax benefits do not result in a reduction of OneWater Inc.’s future income tax liabilities.

The foregoing amounts are merely estimates and the actual payments could differ materially. It is possible that future transactions or events could increase or decrease the actual tax benefits realized and

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the corresponding Tax Receivable Agreement payments as compared to the foregoing estimates. Moreover, there may be a negative impact on our liquidity if, as a result of timing discrepancies or otherwise, (i) the payments under the Tax Receivable Agreement exceed the actual benefits OneWater Inc. realizes in respect of the tax attributes subject to the Tax Receivable Agreement and/or (ii) distributions to OneWater Inc. by OneWater LLC are not sufficient to permit OneWater Inc. to make payments under the Tax Receivable Agreement after it has paid its taxes and other obligations. Please read “Risk Factors—Risks Related to this Offering and Our Class A Common Stock—In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, OneWater Inc. realizes in respect of the tax attributes subject to the Tax Receivable Agreement.” The payments under the Tax Receivable Agreement will not be conditioned upon a holder of rights under the Tax Receivable Agreement having a continued ownership interest in either OneWater LLC or OneWater Inc.

In addition, although OneWater Inc. is not aware of any issue that would cause the IRS or other relevant tax authorities to challenge potential tax basis increases or other tax benefits covered under the Tax Receivable Agreement, the applicable OneWater Unit Holders will not reimburse OneWater Inc. for any payments previously made under the Tax Receivable Agreement if such basis increases or other benefits are subsequently disallowed, except that excess payments made to any such holder will be netted against future payments otherwise required to be made, if any, to such holder after OneWater Inc.’s determination of such excess (which determination may be made a number of years following the initial payment and after future payments have been made). As a result, in such circumstances, OneWater Inc. could make payments that are greater than its actual cash tax savings, if any, and may not be able to recoup those payments, which could adversely affect OneWater Inc.’s liquidity.

The term of the Tax Receivable Agreement will commence upon the completion of this offering and will continue until all tax benefits that are subject to the Tax Receivable Agreement have been utilized or expired, unless OneWater Inc. exercises its right to terminate the Tax Receivable Agreement. In the event that the Tax Receivable Agreement is not terminated, the payments under the Tax Receivable Agreement are anticipated to commence in 2022, depending on the timing of future exercises of the Redemption Right, and to continue for 20 years after the date of the last redemption of the OneWater LLC Units. Accordingly, it is expected that payments will continue to be made under the Tax Receivable Agreement for more than 23 years. Payments will generally be made under the Tax Receivable Agreement as OneWater Inc. realizes actual cash tax savings in periods after this offering from the tax benefits covered by the Tax Receivable Agreement. However, if OneWater Inc. experiences a change of control (as defined under the Tax Receivable Agreement, which includes certain mergers, asset sales and other forms of business combinations) or the Tax Receivable Agreement terminates early (at OneWater Inc.’s election or as a result of OneWater Inc.’s breach), OneWater Inc. would be required to make an immediate payment equal to the present value of the anticipated future payments to be made by it under the Tax Receivable Agreement (determined by applying a discount rate equal to one-year LIBOR plus 100 basis points) and such early termination payment is expected to be substantial. The calculation of anticipated future payments will be based upon certain assumptions and deemed events set forth in the Tax Receivable Agreement, including (i) that OneWater Inc. has sufficient taxable income to fully utilize the tax benefits covered by the Tax Receivable Agreement, and (ii) that any OneWater LLC Units (other than those held by OneWater Inc.) outstanding on the termination date are deemed to be redeemed on the termination date. Any early termination payment may be made significantly in advance of, and may materially exceed, the actual realization, if any, of the future tax benefits to which the early termination payment relates.

The Tax Receivable Agreement provides that in the event that OneWater Inc. breaches any of its material obligations under it, whether (i) as a result of its failure to make any payment when due (including in cases where OneWater Inc. elects to terminate the Tax Receivable Agreement early, the Tax Receivable Agreement is terminated early due to certain mergers, asset sales, or other forms of business combinations or changes of control or OneWater Inc. has available cash but fails to make payments when due under circumstances where OneWater Inc. does not have the right to elect to defer the payment, as described below), (ii) as a result of OneWater Inc.’s failure to honor any other material obligation under it, or (iii) by operation of law as a result of the rejection of the Tax Receivable Agreement in a case commenced under the U.S. Bankruptcy Code or otherwise, then the applicable OneWater Unit Holders

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may elect to treat such breach as an early termination, which would cause all OneWater Inc.’s payment and other obligations under the Tax Receivable Agreement to be accelerated and become due and payable applying the same assumptions described above.

As a result of either an early termination or a change of control, OneWater Inc. could be required to make payments under the Tax Receivable Agreement that exceed its actual cash tax savings under the Tax Receivable Agreement. In these situations, OneWater Inc.’s obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, or other forms of business combinations or changes of control that could be in the best interests of holders of Class A common stock or reducing the consideration paid in any such transaction to holders of Class A common stock. There can be no assurance that OneWater Inc. will be able to meet its obligations under the Tax Receivable Agreement.

Decisions we make in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments that are received by the applicable OneWater Unit Holders under the Tax Receivable Agreement. For example, the earlier disposition of assets following a redemption of OneWater LLC Units may accelerate payments under the Tax Receivable Agreement and increase the present value of such payments, and the disposition of assets before a redemption of OneWater LLC Units may increase the applicable OneWater Unit Holders’ tax liability without giving rise to any rights of the applicable OneWater Unit Holders to receive payments under the Tax Receivable Agreement. Such effects may result in differences or conflicts of interest between the interests of the applicable OneWater Unit Holders and other stockholders.

Payments generally are due under the Tax Receivable Agreement within 5 business days following the finalization of the schedule with respect to which the payment obligation is calculated. However, interest on such payments will begin to accrue from the due date (without extensions) of OneWater Inc.’s U.S. federal income tax return for the period to which such payments relate until such payment due date at a rate equal to one-year LIBOR plus 150 basis points. Except in cases where OneWater Inc. elects to terminate the Tax Receivable Agreement early or it is otherwise terminated as described above, generally OneWater Inc. may elect to defer payments due under the Tax Receivable Agreement if OneWater Inc. does not have available cash to satisfy its payment obligations under the Tax Receivable Agreement or if OneWater Inc.’s contractual obligations limit its ability to make these payments. Any such deferred payments under the Tax Receivable Agreement generally will accrue interest from the due date for such payment until the payment date at a rate of one-year LIBOR plus 550 basis points. However, interest will accrue from the due date for such payment until the payment date at a rate of one-year LIBOR plus 150 basis points if OneWater Inc. is unable to make such payment as a result of limitations imposed by existing credit agreements. OneWater Inc. has no present intention to defer payments under the Tax Receivable Agreement.

The Tax Receivable Agreement generally may be amended if approved in writing by OneWater Inc., the majority of holders of rights under the Tax Receivable Agreement and, so long as Goldman and Beekman hold rights under the Tax Receivable Agreement, Goldman and Beekman. To the extent an amendment would disproportionately affect payments made to certain holders of rights under the Tax Receivable Agreement, such amendment would require the written consent of such holders. Because OneWater Inc. is a holding company with no operations of its own, its ability to make payments under the Tax Receivable Agreement is dependent on the ability of OneWater LLC to make distributions to OneWater Inc. in an amount sufficient to cover OneWater Inc.’s obligations under the Tax Receivable Agreement. This ability, in turn, may depend on the ability of OneWater LLC’s subsidiaries to make distributions to it. The ability of OneWater LLC, its subsidiaries and other entities in which it directly or indirectly holds an equity interest to make such distributions will be subject to, among other things, the applicable provisions of Delaware law (or other applicable jurisdiction) that may limit the amount of funds available for distribution and restrictions in relevant debt instruments issued by OneWater LLC or its subsidiaries and/other entities in which it directly or indirectly holds an equity interest. To the extent that OneWater Inc. is unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid.

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The Tax Receivable Agreement is filed as an exhibit to the registration statement of which this prospectus forms a part, and the foregoing description of the Tax Receivable Agreement is qualified by reference thereto.

Registration Rights Agreement

In connection with the closing of this offering, we plan to enter into a registration rights agreement with certain of the Legacy Owners. We expect that the agreement will contain provisions by which we agree to register under the federal securities laws the offer and resale of shares of our Class A common stock by certain of the Legacy Owners or certain of their affiliates or permitted transferees under the registration rights agreement. These registration rights will be subject to certain conditions and limitations. We will generally be obligated to pay all registration expenses in connection with these registration obligations, regardless of whether a registration statement is filed or becomes effective.

Historical Transactions with Affiliates

GS/BIP Credit Facility

On October 28, 2016, OneWater LLC and certain of our subsidiaries entered into the GS/BIP Credit Facility, which consists of a $60.0 million multi-draw term loan and a $5.0 million revolving line of credit. OWM BIP Investor, LLC is an affiliate of Beekman and Goldman Sachs Specialty Lending Group, L.P. is an affiliate of Goldman. As of September 30, 2018, we had $28.6 million outstanding under the multi-draw term loan and no amount outstanding under the revolving line of credit. As of June 30, 2019, we had $58.0 million outstanding under the multi-draw term loan and no amount outstanding under the revolving line of credit. All amounts owed are guaranteed by us and certain of our subsidiaries. The multi-draw term loan may be used to fund certain Permitted Acquisitions, and the revolving line of credit may be used for working capital and general corporate matters.

The annual interest rate on the GS/BIP Credit Facility is equal to (i) the Applicable Cash Rate, which ranges from 0.0% to 8.0% based on the time period and is payable in cash, plus (ii) the Applicable PIK Rate, which ranges from 2.0% to 10.0% based on the time period and is payable in kind by increasing the principal amount of the underlying loan. Additionally, we pay a commitment fee calculated based on the unused amount under the multi-draw term loan and revolving line of credit, times 0.50% per annum.

We are subject to customary financial and non-financial covenants under the GS/BIP Credit Facility. We are also subject to mandatory prepayment (in whole or in part) upon the occurrence of certain events and transactions, including, among other things, issuance of securities pursuant to this offering. Before or concurrent with the closing of this offering, we expect to refinance the GS/BIP Credit Facility to, among other things, increase the amount we may borrow under such facility, permit the transactions contemplated by this offering, and ensure that OneWater LLC will be permitted to make pro rata cash distributions to the OneWater Unit Holders, including OneWater Inc., in an amount sufficient to allow OneWater Inc. to pay its taxes and to make payments under the Tax Receivable Agreement. We expect the restrictions on dividends and distributions contained in the new facility to be otherwise substantially consistent with the GS/BIP Credit Facility. For additional information relating to the GS/BIP Credit Facility, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Debt Agreements.”

Opco Preferred Units

On October 28, 2016, Goldman and Beekman entered into a Subscription Agreement with us and certain of our subsidiaries, pursuant to which Goldman and Beekman purchased 45,000 and 23,000 Opco Preferred Units, representing 66.2% and 33.8% of the total Opco Preferred Units outstanding for purchase prices of approximately $44.4 million and $22.7 million, respectively. The Opco Preferred Holders are entitled to (i) a “preferred return” at a rate of 10% per annum, compounded quarterly, on (a) the aggregate amount of capital contributions made, minus any prior distributions (the “unreturned preferred amount”), plus (b) any unpaid preferred returns for prior periods, and (ii) a “preferred target distribution” at a rate of 10% per annum on the unreturned preferred amount multiplied by (a) 40% for the calendar quarters ending March 31, 2019, June 30, 2019 and September 30, 2019, (b) 60% for each calendar quarters ending December 31, 2019, March 31, 2020, June 30, 2020 and September 30, 2020,

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and (c) 80% for each calendar quarter thereafter. The preferred target distribution proportionally adjusts the amount of capital contribution of each Opco Preferred Holder. Repayment in full or acceleration of the obligations under the GS/BIP Credit Facility will permit a majority of the Opco Preferred Holders to require us to purchase all Opco Preferred Units equal to the unreturned preferred amount plus any unpaid preferred returns (the “redemption amount”).

We intend to use the net proceeds from this offering, together with cash on hand and borrowings under the GS/BIP Credit Facility, to redeem all of the shares of Opco Preferred Units held by Goldman and Beekman. As of June 30, 2019 and September 1, 2019, the redemption amount in the aggregate was $84.2 million and $85.7 million, respectively. For additional information relating to the Opco Preferred Units, see “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Opco Preferred Units.”

OneWater LLC Warrants

Additionally, pursuant to the Subscription Agreement dated October 28, 2016, Goldman purchased warrants (“Goldman Warrants”) to acquire OneWater LLC Units, and Beekman purchased warrants (“Beekman Warrants,” and together with the Goldman Warrants, the “LLC Warrants”) to acquire OneWater LLC Units, each under private placement exemptions. The LLC Warrants will be exercised in full for OneWater LLC Units in connection with our corporate reorganization. Please see “Corporate Reorganization” for additional information related to the exercise of the LLC Warrants.

Goldman purchased the Goldman Warrants for an aggregate purchase price of approximately $0.6 million, which warrants are exercisable for 16,544 OneWater LLC Units and represent 16.6% of the OneWater LLC Units outstanding. Beekman purchased the Beekman Warrants for an aggregate purchase price of approximately $0.3 million, which warrants are exercisable for 8,456 OneWater LLC Units and represent 8.4% of the OneWater LLC Units outstanding. The LLC Warrants are exercisable at a price of $0.0001 per OneWater LLC Unit and expire on October 28, 2026. The LLC Warrants may be exercised for cash or by cashless exercise.

The LLC Warrants also contain certain anti-dilution provisions that apply in connection with, among other things, any issuance, split, combination, recapitalization or similar transactions with respect to the OneWater LLC Units. Additionally, if OneWater LLC declares a dividend or other distribution, excluding certain tax distributions, or redemptions on or with respect to any of its equity securities, Goldman and Beekman will be entitled to receive their pro rata share of such dividend or distribution on all OneWater LLC Units underlying the LLC Warrants, regardless of whether the LLC Warrants have been exercised. Additionally, Goldman and Beekman are entitled to vote together with the other holders of the OneWater LLC Units as though the LLC Warrants had been exercised into OneWater LLC Units.

Goldman and Beekman also have certain rights under the OneWater LLC Agreement with respect to the shares of OneWater LLC Units underlying the LLC Warrants, including the right to receive certain tax distributions and certain preemptive rights. The LLC Warrants also contain customary rights of first offer and tag-along rights. Additionally, upon the occurrence of certain events, including repayment in full or acceleration of the obligations under the GS/BIP Credit Facility, Goldman and Beekman have the right to require us to purchase all of the LLC Warrants at an applicable put price.

In connection with the Corporate Reorganization, the LLC Warrants will be exercised for common units of OneWater LLC, which will eliminate the liability accounting and fair value adjustments for the LLC Warrants for all periods after the Corporate Reorganization.

In connection with Goldman and Beekman’s purchases of the Opco Preferred Units and the LLC Warrants, Austin Singleton, our Chief Executive Officer, and Anthony Aisquith, our Chief Operating Officer, entered into non-solicitation and non-competition agreements for a 42-month term.

Personal Guarantees Under the Inventory Financing Facility

In connection with our Inventory Financing Facility, in their individual capacities, (i) Austin Singleton, our Chief Executive Officer and Sole Director, entered into that Third Amended and Restated Guaranty dated June 14, 2018, and (ii) Anthony Aisquith, our Chief Operating Officer entered into that Third Amended and Restated Guaranty dated June 14, 2018, for the benefit of Wells Fargo Commercial

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Distribution Finance, LLC, as Agent to the Inventory Financing Facility. Mr. Singleton and Mr. Aisquith have each personally guaranteed $157.5 million and $97.9 million as of September 30, 2018 and 2017, respectively, and $235.0 million as of June 30, 2019, of the amounts due under the Inventory Financing Facility. Mr. Aisquith’s guarantee is limited to circumstances involving fraud or disposal of collateral without payment to the lenders. In connection with the personal guarantee, we paid Mr. Singleton a guarantee fee in the amount of $300,000 for each of the fiscal years 2018 and 2017, and of $225,000 in the nine months ended June 30, 2019. We did not pay any guarantee fees to Mr. Singleton for fiscal year 2016. No guarantee fees were paid by us to Mr. Aisquith in the last three fiscal years or for the nine months ended June 30, 2019.

Leases

We enter into store leases with certain related parties, all of whom are Legacy Owners, for which we incurred an aggregate of $1.8 million, $2.1 million and $1.4 million in lease expense in the fiscal years ended September 30, 2018, 2017 and 2016, respectively, and $1.5 million in the nine months ended June 30, 2019. We currently lease the following retail facilities with the following related parties:

Location
Legacy Owner
Nine Months Ended
June 30, 2019
Lease Amount
Fiscal Year
2018 Lease
Amount
Fiscal Year
2017 Lease
Amount
Fiscal Year
2016 Lease
Amount
Alabama
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dadeville and Equality
Austin Singleton
$
232,500
 
$
255,750
 
$
302,250
 
$
298,321
 
Florida
 
 
 
 
 
 
 
 
 
 
 
 
 
Destin
Peter and Teresa Bos
 
471,339
 
 
630,493
 
 
619,363
 
 
469,855
 
Panama City Beach (Location No. 1)
Peter and Teresa Bos
 
93,769
 
 
125,567
 
 
86,265
 
 
 
Panama City Beach (Location No. 2)
Peter and Teresa Bos
 
272,912
 
 
378,382
 
 
449,800
 
 
 
Georgia / Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
Buford, GA
Austin Singleton
 
135,000
 
 
148,500
 
 
172,942
 
 
172,942
 
Fortson, GA and Conroe, TX
Austin Singleton
 
263,750
 
 
290,125
 
 
342,875
 
 
328,711
 

The Teresa D. Bos 2015 Trust holds more than 10% of the outstanding equity securities in OneWater LLC. Austin Singleton currently serves as a Director and as our Chief Executive Officer.

Consignment Inventory

We currently have inventory consignment relationships with Global Marine Finance, LLC and Grande Yachts International, LLC, entities in which Austin Singleton, our Chief Executive Officer and a Director, and Anthony Aisquith, our Chief Operating Officer, maintain ownership interests. Under the inventory consignment arrangements, we display certain boats and yachts for sale in our stores, and once we enter into a retail sales agreement with a customer, we purchase the consigned boats or yachts from these entities. We made payments to Global Marine Finance, LLC in the amounts of $32.2 million and $1.9 million in fiscal years 2018 and 2017, respectively, and $16.1 million in the nine months ended June 30, 2019. No payments were made to Global Marine Finance, LLC in fiscal year 2016. We made payments to Grande Yachts International, LLC in the amounts of $1.9 million and $3.1 million in fiscal years 2018 and 2017, respectively, and no payments in fiscal year 2016 or in the nine months ended June 30, 2019.

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Customers and Service Providers

We have entered into various arrangements with related parties for the purchase and sale of new and pre-owned boats and for maintenance and repair services. The related party, nature of the transaction, and the amounts involved are set forth in the table below:

 
 
Amount for the
Nine Months Ended
June 30, 2019
Amount for the Fiscal Year
Ended September 30,
Related Party
Nature of Transaction
2018
2017
2016
Peter and Teresa Bos, through Legendary Boating Club, LLC
Boat purchase and repair services
$
210,683
 
$
229,841
 
$
185,672
 
$
426,040
 
Peter and Teresa Bos, through LYC Destin, LLC
Boat purchase and repair services
 
60,438
 
 
119,088
 
 
141,829
 
 
125,600
 
Austin Singleton
Boat purchase and advancement of expenses
 
263,084
 
 
482,577
 
 
343,267
 
 
483,826
 
Anthony Aisquith, through Cobalt Boats of America
Boat purchases and repair services
 
161,368
 
 
859,809
 
 
152,981
 
 
426,040
 
John Troiano
Boat purchase and resale
 
 
 
241,579
 
 
266,904
 
 
 

The Teresa D. Bos 2015 Trust holds more than 10% of the outstanding equity securities in OneWater LLC. Austin Singleton currently serves as a Director and as our Chief Executive Officer. Anthony Aisquith currently serves on the Board of Managers of OneWater LLC and is our Chief Operating Officer. John Troiano currently serves on the Board of Managers of OneWater LLC.

Conflicts of Interest

Goldman and one of its affiliates will receive 5% or more of the net proceeds of this offering by reason of the redemption of the Opco Preferred Units. As a result, Goldman will receive approximately $       million of the net proceeds of this offering, and will be deemed to have a “conflict of interest” with us within the meaning of Rule 5121 of FINRA. See “Underwriting (Conflicts of Interest).”

Corporate Reorganization

In connection with our corporate reorganization, we engaged in certain transactions with certain affiliates and the members of OneWater LLC. Please read “Corporate Reorganization.”

Policies and Procedures for Review of Related Party Transactions

A “Related Party Transaction” is a transaction, arrangement or relationship in which we or any of our subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A “related person” means:

any person who is, or at any time during the applicable period was, one of our executive officers or one of our directors;
any person who is known by us to be the beneficial owner of more than 5.0% of our Class A common stock;
any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5.0% of our Class A common stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5.0% of our Class A common stock; and
any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10.0% or greater beneficial ownership interest.

Our board of directors will adopt a written related party transactions policy prior to the completion of this offering. Pursuant to this policy, our nominating and corporate governance committee will review all material facts of all Related Party Transactions and either approve or disapprove entry into the Related Party Transaction, subject to certain limited exceptions. In determining whether to approve or disapprove entry into a Related Party Transaction, our nominating and corporate governance committee shall take

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into account, among other factors, the following: (i) whether the Related Party Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and (ii) the extent of the Related Person’s interest in the transaction. Furthermore, the policy requires that all Related Party Transactions required to be disclosed in our filings with the SEC be so disclosed in accordance with applicable laws, rules and regulations.

Additionally, any amounts due under advances or loans that we have entered into with our directors, executive officers or principal stockholders have been retired or repaid in full prior to the public filing of this registration statement with the SEC.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to the beneficial ownership of our Class A common stock and Class B common stock that, upon the consummation of this offering and the transactions related thereto, and, unless otherwise stated, assuming the underwriters do not exercise their option to purchase additional common shares, will be owned by:

each person known to us to beneficially own more than 5% of any class of our outstanding voting securities;
each member of our board of directors and each nominee to our board of directors;
each of our named executive officers; and
all of our directors, director nominees and executive officers as a group.

Except as otherwise noted, the person or entities listed below have sole voting and investment power with respect to all shares of our common stock beneficially owned by them, except to the extent this power may be shared with a spouse. All information with respect to beneficial ownership has been furnished by the respective 5% or more stockholders, directors and director nominees or executive officers, as the case may be. Unless otherwise noted, the mailing address of each listed beneficial owner is 6275 Lanier Islands Parkway, Buford, GA 30518.

The table does not reflect any shares of Class A common stock that 5% stockholders, directors, director nominees and executive officers may purchase in this offering through the directed share program described under “Underwriting (Conflicts of Interest).”

 
Shares of Class A
Common Stock
beneficially owned
after this offering
Shares of Class B
Common Stock
beneficially owned
after this offering
Combined Voting
Power after this
offering(1)
Name of Beneficial Holders
Number
%
Number
%
Number
%
5% Stockholders
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Teresa D. Bos 2015 Trust(2)
Entities affiliated with Austin Singleton(3)
Anthony Aisquith
Entities affiliated with Jeff Lamkin(4)
Goldman Sachs & Co. LLC(5)
Entities affiliated with Beekman(6)
Directors, Director Nominees and Named Executive Officers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Austin Singleton(3)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Anthony Aisquith
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Jack Ezzell
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Christopher W. Bodine
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mitchell W. Legler
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
John F. Schraudenbach
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Michael C. Smith(7)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Keith R. Style
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
John G. Troiano(6)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Directors, director nominees and executive officers as a group
(9 persons)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
* indicates beneficial ownership of less than 1%.
(1) Represents percentage of voting power of our Class A common stock and Class B common stock voting together as a single class. The OneWater Unit Holders will hold one share of Class B common stock for each OneWater LLC Unit.
(2) The mailing address of the Teresa D. Bos 2015 Trust is 4471 Legendary Drive, Destin, Florida 32541.
(3) Includes           shares of Class B common stock directly owned by Auburn OWMH, LLLP,           shares of Class B common stock directly owned by the Philip Singleton Irrevocable Trust, dated December 24, 2015 (the “12/24 Trust”) and           shares

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of Class B common stock directly owned by the Philip Singleton Irrevocable Trust, dated December 30, 2015 (the “12/30 Trust”). The general partner of Auburn OWMH, LLLP is Singleton Asset Management, LLC, for which Austin Singleton is the sole manager and has sole voting and investment control over shares held by Auburn OWMH, LLLP. Austin Singleton serves as the trustee of the each of the 12/24 Trust and 12/30 Trust and has sole voting and investment control over shares held by the trusts. The mailing address for Auburn OWMH, LLLP and the trusts is 2876 Hamilton Rd., Auburn, Alabama 36830.

(4) Includes           shares of Class B common stock directly owned by L13, LLLP and           shares of Class B common stock directly owned by JBL Investment Holdings, LLLP. The general partner of both L13, LLLP and JBL Investment Holdings, LLLP is Sea Oats Management, LLC, for which Jeff Lamkin serves as sole manager and has sole voting and investment control over shares held by L13, LLLP and JBL Investment Holdings, LLLP. The mailing address of L13, LLLP and JBL Investment Holdings, LLLP is 5009 State Highway 361, Port Aransas, Texas 78373.
(5) Goldman Sachs & Co. LLC (“Goldman Sachs”), a New York limited liability company, is a member of the New York Stock Exchange and other national exchanges. Goldman Sachs is a direct and indirect wholly-owned subsidiary of The Goldman Sachs Group, Inc. (“GS Group”). GS Group is a public entity and its common stock is publicly traded on the NYSE. The shares of common stock held by Goldman Sachs were acquired in the ordinary course of its investment business and not for the purpose of resale or distribution. GS Group may be deemed to beneficially own the securities held by Goldman Sachs. GS Group disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. The mailing address for Goldman Sachs is 200 West Street, New York, New York 10282.
(6) Includes (a)           shares of Class B common stock directly owned by OWM BIP Investors, LLC and (b)           shares of Class A common stock directly owned by OWM TBG Corporation. OWM BIP Investor, LLC is an investment vehicle wholly owned by Beekman Investment Partners AIV III – OWM, L.P (“AIV III”). OWM TBG Corporation will be, after the reorganization described herein, wholly owned by BIP Feeder AIV III – OWM, L.P. AIV III and BIP Feeder AIV III –OWM, L.P. are investment funds that are managed by a general partner, Beekman Investment Group III, LLC. Mr. Troiano is the sole manager of Beekman Investment Group III, LLC. The mailing address for OWM BIP Investors, LLC and OWM TBG Corporation is c/o The Beekman Group, 530 Fifth Avenue, 23rd Floor, New York, New York 10036.
(7) Includes           shares directly owned by Landis Marine Holdings, LLC, for which MCS Management Services, Inc. is the sole manager. Michael C. Smith is the sole shareholder and an officer of MCS Management Services, Inc. and holds sole voting and investment power with respect to shares held by Landis Marine Holdings, LLC. The mailing address of Landis Marine Holdings, LLC, is 6105 Bluestone Road NE Unit 302 Atlanta, Georgia 30328.

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DESCRIPTION OF CAPITAL STOCK

Upon completion of this offering, the authorized capital stock of OneWater Inc. will consist of             shares of Class A common stock, $0.01 par value per share, of which          shares will be issued and          outstanding,          shares of Class B common stock, $0.01 par value per share, of which          shares will be issued and outstanding and          shares of preferred stock, $0.01 par value per share, of which no shares will be issued and outstanding.

The following summary of the capital stock and amended and restated certificate of incorporation and amended and restated bylaws of OneWater Inc., each of which will be in effect upon the completion of this offering, does not purport to be complete and is qualified in its entirety by reference to the provisions of applicable law and to our amended and restated certificate of incorporation and bylaws, which are filed as exhibits to the registration statement of which this prospectus is a part.

Class A Common Stock

Voting Rights. Holders of shares of Class A common stock are entitled to one vote per share held of record on all matters to be voted upon by the stockholders. The holders of Class A common stock do not have cumulative voting rights in the election of directors.

Dividend Rights. Holders of shares of our Class A common stock are entitled to ratably receive dividends when and if declared by our board of directors out of funds legally available for that purpose, subject to any statutory or contractual restrictions on the payment of dividends and to any prior rights and preferences that may be applicable to any outstanding preferred stock.

Liquidation Rights. Upon our liquidation, dissolution, distribution of assets or other winding up, the holders of Class A common stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities and the liquidation preference of any of our outstanding shares of preferred stock.

Other Matters. The shares of Class A common stock have no preemptive or conversion rights and are not subject to further calls or assessment by us. There are no redemption or sinking fund provisions applicable to the Class A common stock. All outstanding shares of our Class A common stock, including the Class A common stock offered in this offering, are fully paid and non-assessable.

Class B Common Stock

Generally. In connection with the reorganization and this offering, the OneWater Unit Holders will receive one share of Class B common stock for each OneWater LLC Unit that they hold. Accordingly, the OneWater Unit Holders will have a number of votes in OneWater Inc. equal to the aggregate number of OneWater LLC Units that they hold.

Voting Rights. Holders of shares of our Class B common stock are entitled to one vote per share held of record on all matters to be voted upon by the stockholders. Holders of shares of our Class A common stock and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval.

Dividend and Liquidation Rights. Holders of our Class B common stock do not have any right to receive dividends, unless the dividend consists of shares of our Class B common stock or of rights, options, warrants or other securities convertible or exercisable into or exchangeable for shares of Class B common stock paid proportionally with respect to each outstanding share of our Class B common stock and a dividend consisting of shares of Class A common stock or of rights, options, warrants or other securities convertible or exercisable into or exchangeable for shares of Class A common stock on the same terms as simultaneously paid to the holders of Class A common stock. Holders of our Class B common stock do not have any right to receive a distribution upon a liquidation or winding up of OneWater Inc.

Preferred Stock

Our amended and restated certificate of incorporation authorizes our board of directors, subject to any limitations prescribed by law, without further shareholder approval, to establish and to issue from time to time one or more classes or series of preferred stock, par value $0.01 per share, covering up to an

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aggregate of          shares of preferred stock. Each class or series of preferred stock will cover the number of shares and will have the powers, preferences, rights, qualifications, limitations and restrictions determined by the board of directors, which may include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption rights. Except as provided by law or in a preferred stock designation, the holders of preferred stock will not be entitled to vote at or receive notice of any meeting of stockholders.

Anti-Takeover Effects of Provisions of Our Amended and Restated Certificate of Incorporation, our Bylaws and Delaware Law

Some provisions of Delaware law, and our amended and restated certificate of incorporation and our bylaws, as will be in effect upon the closing of this offering and as described below, will contain provisions that could make the following transactions more difficult: acquisitions of us by means of a tender offer, a proxy contest or otherwise; or removal of our incumbent officers and directors. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions that might result in a premium over the market price for our shares.

These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection and our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

Delaware Law

We will be subject to the provisions of Section 203 of the DGCL, regulating corporate takeovers. In general, those provisions prohibit a Delaware corporation, including those whose securities are listed for trading on the Nasdaq, from engaging in any business combination with any interested shareholder for a period of three years following the date that the shareholder became an interested shareholder, unless:

the transaction is approved by the board of directors before the date the interested shareholder attained that status;
upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or
on or after such time the business combination is approved by the board of directors and authorized at a meeting of stockholders by at least two-thirds of the outstanding voting stock that is not owned by the interested shareholder.

Amended and Restated Certificate of Incorporation and Bylaws

Provisions of our amended and restated certificate of incorporation and our bylaws, which will become effective upon the closing of this offering, may delay or discourage transactions involving an actual or potential change in control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our Class A common stock.

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Among other things, upon the completion of this offering, our amended and restated certificate of incorporation and amended and restated bylaws will:

establish advance notice procedures with regard to shareholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures provide that notice of shareholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. Our amended and restated bylaws specify the requirements as to form and content of all stockholders’ notices. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting;
provide our board of directors the ability to authorize undesignated preferred stock. This ability makes it possible for our board of directors to issue, without shareholder approval, preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of our company;
provide that the authorized number of directors may be changed only by resolution of the board of directors, subject to the rights of the holders of any series of our preferred stock to elect directors under specified circumstances;
provide that all vacancies, including newly created directorships, may, except as otherwise required by law or, if applicable, the rights of holders of a series of preferred stock, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;
provide that any action required or permitted to be taken by the stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing in lieu of a meeting of such stockholders, subject to the rights of the holders of any series of preferred stock with respect to such series;
provide that our amended and restated certificate of incorporation may only be amended by the affirmative vote of the holders of at least 66 2⁄3% of our then outstanding Class A common stock and Class B common stock, voting together as a single class;
provide that special meetings of our stockholders may only be called by the board of directors, the chief executive officer or the chairman of the board;
provide for our board of directors to be divided into three classes of directors, with each class as nearly equal in number as possible, serving staggered three-year terms, other than directors which may be elected by holders of preferred stock, if any. This system of electing and removing directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of the directors; and
provide that our amended and restated bylaws can be amended by the board of directors.

No Cumulative Voting

Under Delaware law, the right to vote cumulatively does not exist unless the certificate of incorporation specifically authorizes cumulative voting. Our amended and restated certificate of incorporation will not authorize cumulative voting. Therefore, stockholders holding a majority in voting power of the shares of our stock entitled to vote generally in the election of directors will be able to elect all our directors.

Forum Selection

Our amended and restated certificate of incorporation will provide that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for:

any derivative action or proceeding brought on our behalf;

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any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders;
any action asserting a claim against us or any director or officer or other employee of ours arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our bylaws; or
any action asserting a claim against us or any director or officer or other employee of ours that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

Notwithstanding the foregoing, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act, the Securities Act or any other claim for which the federal courts have exclusive jurisdiction. Our amended and restated certificate of incorporation will also provide that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and to have consented to, this forum selection provision. Although we believe these provisions will benefit us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against our directors, officers, employees and agents. The enforceability of similar exclusive forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with one or more actions or proceedings described above, a court could rule that this provision in our amended and restated certificate of incorporation is inapplicable or unenforceable.

Limitation of Liability and Indemnification Matters

Our amended and restated certificate of incorporation will limit the liability of our directors for monetary damages for breach of their fiduciary duty as directors, except for liability that cannot be eliminated under the DGCL. Delaware law provides that directors of a company will not be personally liable for monetary damages for breach of their fiduciary duty as directors, except for liabilities:

for any breach of their duty of loyalty to us or our stockholders;
for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
for unlawful payment of dividend or unlawful stock repurchase or redemption, as provided under Section 174 of the DGCL; or
for any transaction from which the director derived an improper personal benefit.

Any amendment, repeal or modification of these provisions will be prospective only and would not affect any limitation on liability of a director for acts or omissions that occurred prior to any such amendment, repeal or modification.

Our amended and restated bylaws will also provide that we will indemnify our directors and officers to the fullest extent permitted by Delaware law. Our amended and restated bylaws also will permit us to purchase insurance on behalf of any officer, director, employee or other agent for any liability arising out of that person’s actions as our officer, director, employee or agent, regardless of whether Delaware law would permit indemnification. We intend to enter into indemnification agreements with each of our current and future directors and officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liability that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We believe that the limitation of liability provision that will be in our amended and restated certificate of incorporation and the indemnification agreements will facilitate our ability to continue to attract and retain qualified individuals to serve as directors and officers.

Registration Rights

For a description of registration rights with respect to our Class A common stock, see the information under the heading “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

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Dissenters’ Rights of Appraisal and Payment

Under the DGCL, with certain exceptions, our stockholders will have appraisal rights in connection with a merger or consolidation. Pursuant to the DGCL, stockholders who properly request and perfect appraisal rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery.

Stockholders’ Derivative Actions

Under the DGCL, any of our stockholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the stockholder bringing the action is a holder of our shares at the time of the transaction to which the action relates or such stockholder’s stock thereafter devolved by operation of law.

Transfer Agent and Registrar

The transfer agent and registrar for our Class A common stock is Broadridge Corporate Issuer Solutions, Inc.

Listing

We have applied to list our Class A common stock on the Nasdaq Global Market under the symbol “ONEW.”

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our Class A common stock. Future sales of our Class A common stock in the public market, or the availability of such shares for sale in the public market, could adversely affect the market price of our Class A common stock prevailing from time to time. As described below, only a limited number of shares will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of a substantial number of shares of our Class A common stock in the public market after such restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market price of our Class A common stock at such time and our ability to raise equity-related capital at a time and price we deem appropriate.

Sales of Restricted Shares

Upon the closing of this offering, we will have outstanding an aggregate of          shares of Class A common stock (or          shares of Class A common stock if the underwriters’ option to purchase additional shares is exercised). Of these shares, all of the          shares of Class A common stock (or          shares of Class A common stock if the underwriters’ option to purchase additional shares is exercised) to be sold in this offering will be freely tradable without restriction or further registration under the Securities Act, unless the shares are held by any of our “affiliates” as such term is defined in Rule 144 under the Securities Act. All remaining shares of Class A common stock held by the OneWater Unit Holders and other recipients of Class A common stock in the Reorganization in connection with the offering will be deemed “restricted securities” as such term is defined under Rule 144. The restricted securities were issued and sold by us in private transactions and are eligible for public sale only if registered under the Securities Act or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act, which rules are summarized below.

Each OneWater Unit Holder will, subject to certain limitations, have the right, pursuant to the Redemption Right, to cause OneWater LLC to acquire all or a portion of its OneWater LLC Units for shares of Class A common stock (on a one-for-one basis, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and similar transactions). See “Certain Relationships and Related Party Transactions—OneWater LLC Agreement.” The shares of Class A common stock we issue upon such redemptions would be “restricted securities” as defined in Rule 144 described below. However, upon the closing of this offering, we will enter into a registration rights agreement with certain of the OneWater Unit Holders that will require us to register under the Securities Act these shares of Class A common stock. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

As a result of the lock-up agreements described below and the provisions of Rule 144 and Rule 701 under the Securities Act, the shares of our Class A common stock (excluding the shares to be sold in this offering) that will be available for sale in the public market are as follows:

no shares will be eligible for sale on the date of this prospectus or prior to 180 days after the date of this prospectus; and
         shares (assuming redemption of all applicable OneWater LLC Units along with a corresponding number of shares of Class B common stock) will be eligible for sale upon the expiration of the lock-up agreements, beginning 180 days after the date of this prospectus when permitted under Rule 144 or Rule 701.

Lock-up Agreements

We, all of our directors and officers and substantially all of our Legacy Owners have agreed not to sell any Class A common stock for a period of 180 days from the date of this prospectus, subject to certain exceptions and extensions. See “Underwriting (Conflicts of Interest)” for a description of these lock-up provisions.

Rule 144

In general, under Rule 144 under the Securities Act as currently in effect, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of

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Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person (who has been unaffiliated for at least the past three months) who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

A person (or persons whose shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of one percent of the then outstanding shares of our Class A common stock or the average weekly trading volume of our Class A common stock reported through the Nasdaq during the four calendar weeks preceding the filing of notice of the sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

Rule 701

In general, under Rule 701 under the Securities Act, any of our employees, directors, officers, consultants or advisors who purchases shares from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering is entitled to sell such shares 90 days after the effective date of this offering in reliance on Rule 144, without having to comply with the holding period requirement of Rule 144 and, in the case of non-affiliates, without having to comply with the public information, volume limitation or notice filing provisions of Rule 144. The SEC has indicated that Rule 701 will apply to typical stock options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after the date of this prospectus.

Stock Issued Under Employee Plans

We intend to file a registration statement on Form S-8 under the Securities Act to register stock issuable under our long-term incentive plan. This registration statement on Form S-8 is expected to be filed following the effective date of the registration statement of which this prospectus is a part and will be effective upon filing. Accordingly, shares registered under such registration statement will be available for sale in the open market following the effective date, unless such shares are subject to vesting restrictions with us or the lock-up restrictions described above.

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MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following is a summary of the material U.S. federal income tax considerations and, to the extent specifically described below, U.S. federal estate tax considerations related to the purchase, ownership and disposition of our Class A common stock by a non-U.S. holder (as defined below), that holds our Class A common stock as a “capital asset” (generally property held for investment). This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations, administrative rulings and judicial decisions, all as in effect on the date hereof, and all of which are subject to change, possibly with retroactive effect. We cannot assure you that a change in law will not significantly alter the tax considerations that we describe in this summary. We have not sought any ruling from the Internal Revenue Service (“IRS”) with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS or a court will agree with such statements and conclusions.

This summary does not address all aspects of U.S. federal income or estate taxation that may be relevant to non-U.S. holders in light of their personal circumstances. In addition, this summary does not address the Medicare tax on certain investment income, U.S. federal gift tax laws, any state, local or non-U.S. tax laws or any tax treaties. This summary also does not address tax considerations applicable to investors that may be subject to special treatment under the U.S. federal income tax laws, such as:

banks, insurance companies or other financial institutions;
tax-exempt or governmental organizations;
dealers in securities or foreign currencies;
persons whose functional currency is not the U.S. dollar;
“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;
traders in securities that use the mark-to-market method of accounting for U.S. federal income tax purposes;
persons subject to the alternative minimum tax;
partnerships or other pass-through entities for U.S. federal income tax purposes or holders of interests therein;
persons deemed to sell our Class A common stock under the constructive sale provisions of the Code;
persons that acquired our Class A common stock through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan;
certain former citizens or long-term residents of the United States;
persons that hold our Class A common stock as part of a straddle, appreciated financial position, synthetic security, hedge, conversion transaction or other integrated investment or risk reduction transaction; and
accrual method taxpayers for U.S. federal income tax purposes required to accelerate the recognition of any item of gross income with respect to our Class A common stock as a result of such income being recognized on an applicable financial statement.

PROSPECTIVE INVESTORS ARE ENCOURAGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS, AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR CLASS A COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL, NON-U.S. OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

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Non-U.S. Holder Defined

For purposes of this discussion, a “non-U.S. holder” is a beneficial owner of our Class A common stock that is not for U.S. federal income tax purposes a partnership or any of the following:

an individual who is a citizen or resident of the United States;
a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
an estate the income of which is subject to U.S. federal income tax regardless of its source; or
a trust (i) whose administration is subject to the primary supervision of a U.S. court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (ii) which has made a valid election under applicable U.S. Treasury regulations to be treated as a United States person.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our Class A common stock, the tax treatment of a partner in the partnership generally will depend upon the status of the partner, upon the activities of the partnership and upon certain determinations made at the partner level. Accordingly, we urge partners in partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) considering the purchase of our Class A common stock to consult their tax advisors regarding the U.S. federal income tax considerations of the purchase, ownership and disposition of our Class A common stock by such partnership.

Dividends and Other Distributions

As described in the section entitled “Dividend Policy,” we do not plan to make any distributions on our Class A common stock for the foreseeable future. However, in the event we do make distributions of cash or other property on our Class A common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed our current and accumulated earnings and profits, the distributions will instead be treated as a non-taxable return of capital to the extent of the non-U.S. holder’s tax basis in our Class A common stock (and will reduce such tax basis, but not below zero) and thereafter as capital gain from the sale or exchange of such Class A common stock. See “—Gain on Disposition of Class A Common Stock.” Subject to the withholding requirements under “—Backup Withholding and Information Reporting” and FATCA (as defined below) and provided that such distributions are not effectively connected dividends, each of which is discussed below, any distribution made to a non-U.S. holder on our Class A common stock generally will be subject to U.S. withholding tax at a rate of 30% of the gross amount of the distribution unless an applicable income tax treaty provides for a lower rate or another exception applies. To receive the benefit of a reduced treaty rate, a non-U.S. holder must provide the applicable withholding agent with a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable or successor form) certifying qualification for the reduced rate. In the event that we determine that a portion of a distribution does not constitute a dividend, we may determine not to withhold U.S. federal income tax from such portion of the distribution or a non-U.S. holder may be entitled to claim a refund of excess amounts withheld.

Distributions treated as dividends paid to a non-U.S. holder that are effectively connected with a trade or business conducted by the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, are treated as attributable to a permanent establishment maintained by the non-U.S. holder in the United States) generally will be taxed on a net income basis at the rates and in the manner generally applicable to United States persons (as defined under the Code). Such effectively connected dividends will not be subject to U.S. withholding tax (including backup withholding described below) if the non-U.S. holder satisfies certain certification requirements by providing the applicable withholding agent with a properly executed IRS Form W-8ECI certifying eligibility for exemption. If the non-U.S. holder is a corporation for U.S. federal income tax purposes, it may also be subject to a branch profits tax (at a 30% rate or such lower rate as specified by an applicable income tax treaty) on its effectively connected earnings and profits (as adjusted for certain items), which will include effectively connected dividends.

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Gain on Disposition of Class A Common Stock

Subject to the discussion below under “—Backup Withholding and Information Reporting” and the discussion below of FATCA, a non-U.S. holder generally will not be subject to U.S. federal income tax or withholding on any gain realized upon the sale or other disposition of our Class A common stock unless:

the non-U.S. holder is an individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met;
the gain is effectively connected with a trade or business conducted by the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States); or
our Class A common stock constitutes a United States real property interest as a result of our becoming a United States real property holding corporation (“USRPHC”) for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of the disposition of or the non-U.S. holder’s holding period for the Class A common stock and, as a result, such gain is treated as effectively connected with a trade or business conducted by the non-U.S. holder in the United States.

A non-U.S. holder described in the first bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as specified by an applicable income tax treaty) on the amount of such gain, which generally may be offset by U.S. source capital losses.

A non-U.S. holder whose gain is described in the second bullet point above or, subject to the exceptions described in the next paragraph, the third bullet point above generally will be taxed on a net income basis at the rates and in the manner generally applicable to United States persons (as defined under the Code) unless an applicable income tax treaty provides otherwise. If the non-U.S. holder is a corporation for U.S. federal income tax purposes whose gain is described in the second bullet point above, then such gain would also be included in its effectively connected earnings and profits (as adjusted for certain items), which may be subject to a branch profits tax (at a 30% rate or such lower rate as specified by an applicable income tax treaty).

With respect to the third bullet point above, generally, a corporation is a USRPHC if the fair market value of its United States real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. We believe that we currently are not a USRPHC for U.S. federal income tax purposes, and we do not expect to become a USRPHC for the foreseeable future. However, because the determination of whether we are a USRPHC is made from time to time and depends on the relative fair market value of our assets, there can be no assurance in this regard. In the event that we become a USRPHC, as long as our Class A common stock is and continues to be “regularly traded on an established securities market” (within the meaning of applicable U.S. Treasury regulations), only a non-U.S. holder that actually or constructively owns, or owned at any time during the shorter of the five-year period ending on the date of the disposition or the non-U.S. holder’s holding period for the Class A common stock, more than 5% of our Class A common stock will be treated as disposing of a U.S. real property interest and will be taxable on gain realized on the disposition of our Class A common stock as a result of our status as a USRPHC. If we were to become a USRPHC and our Class A common stock were not considered to be regularly traded on an established securities market, such holder (regardless of the percentage of stock owned) would be treated as disposing of a U.S. real property interest and would be subject to U.S. federal income tax on a taxable disposition of our Class A common stock (as described in the preceding paragraph), and a 15% withholding tax would apply to the gross proceeds from such disposition. No assurance can be provided that our Class A common stock will be treated as regularly traded on an established securities market for purposes of the rules described above.

Non-U.S. holders should consult their tax advisors with respect to the application of the foregoing rules to their ownership and disposition of our Class A common stock.

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U.S. Federal Estate Tax

Our Class A common stock that is owned (or treated as owned) by an individual who is not a U.S. citizen or resident of the United States (as specially defined for U.S. federal estate tax purposes) at the time of death will be included in the individual’s gross estate for U.S. federal estate tax purposes, unless an applicable estate tax or other treaty provides otherwise and, therefore, may be subject to U.S. federal estate tax.

Backup Withholding and Information Reporting

Any dividends paid to a non-U.S. holder must be reported annually to the IRS and to the non-U.S. holder. Copies of these information returns may be made available to the tax authorities in the country in which the non-U.S. holder resides or is established. Payments of dividends to a non-U.S. holder generally will not be subject to backup withholding if the non-U.S. holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable or successor form).

Payments of the proceeds from a sale or other disposition by a non-U.S. holder of our Class A common stock effected by or through a U.S. office of a broker generally will be subject to information reporting and backup withholding (at the applicable rate) unless the non-U.S. holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable or successor form) and certain other conditions are met. Information reporting and backup withholding generally will not apply to any payment of the proceeds from a sale or other disposition of our Class A common stock effected outside the United States by a non-U.S. office of a broker. However, unless such broker has documentary evidence in its records that the non-U.S. holder is not a United States person and certain other conditions are met, or the non-U.S. holder otherwise establishes an exemption, information reporting will apply to a payment of the proceeds of the disposition of our Class A common stock effected outside the United States by such a broker if it has certain relationships within the United States.

Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability (if any) of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is timely furnished to the IRS.

Additional Withholding Requirements under FATCA

Sections 1471 through 1474 of the Code, and the U.S. Treasury regulations and administrative guidance issued thereunder (“FATCA”), impose a 30% withholding tax on any dividends paid on our Class A common stock if paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code) (including, in some cases, when such foreign financial institution or non-financial foreign entity is acting as an intermediary), unless (i) in the case of a foreign financial institution, such institution enters into an agreement with the U.S. government to withhold on certain payments, and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are non-U.S. entities with U.S. owners); (ii) in the case of a non-financial foreign entity, such entity certifies that it does not have any “substantial United States owners” (as defined in the Code) or provides the applicable withholding agent with a certification identifying the direct and indirect substantial United States owners of the entity (in either case, generally on an IRS Form W-8BEN-E); or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules and provides appropriate documentation (such as an IRS Form W-8BEN-E). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing these rules may be subject to different rules. FATCA also imposes a 30% withholding tax on any gross proceeds on a sale or other disposition of our Class A common stock. However, recently released proposed U.S. Treasury regulations, which may be relied upon pending finalization, would eliminate this withholding tax on gross proceeds. Accordingly, FATCA withholding on gross proceeds is not expected to apply. Under certain circumstances, a holder might be eligible for refunds or credits of such taxes. Non-U.S. holders are encouraged to consult their own tax advisors regarding the effects of FATCA on an investment in our Class A common stock.

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INVESTORS CONSIDERING THE PURCHASE OF OUR CLASS A COMMON STOCK ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE APPLICABILITY AND EFFECT OF U.S. FEDERAL ESTATE AND GIFT TAX LAWS AND ANY STATE, LOCAL OR NON-U.S. TAX LAWS AND TAX TREATIES.

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CERTAIN ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the acquisition and holding of shares of common stock by employee benefit plans that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA), non-U.S. plans (as described in Section 4(b)(4) of ERISA) or other plans that are not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”), and entities whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”).

This summary is based on the provisions of ERISA and the Code (and related regulations and administrative and judicial interpretations) as of the date of this registration statement. This summary does not purport to be complete, and no assurance can be given that future legislation, court decisions, regulations, rulings or pronouncements will not significantly modify the requirements summarized below. Any of these changes may be retroactive and may thereby apply to transactions entered into prior to the date of their enactment or release. This discussion is general in nature and is not intended to be all inclusive, nor should it be construed as investment or legal advice.

General Fiduciary Matters

ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (an “ERISA Plan”) and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of an ERISA Plan or the management or disposition of the assets of an ERISA Plan, or who renders investment advice for a fee or other compensation to an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

In considering an investment in shares of common stock with a portion of the assets of any Plan, a fiduciary should consider the Plan’s particular circumstances and all of the facts and circumstances of the investment and determine whether the acquisition and holding of shares of common stock is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code, or any Similar Law relating to the fiduciary’s duties to the Plan, including, without limitation:

whether the investment is prudent under Section 404(a)(1)(B) of ERISA and any other applicable Similar Laws;
whether, in making the investment, the ERISA Plan will satisfy the diversification requirements of Section 404(a)(1)(C) of ERISA and any other applicable Similar Laws;
whether the investment is permitted under the terms of the applicable documents governing the Plan;
whether the acquisition or holding of the shares of common stock will constitute a “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code (please see discussion under “—Prohibited Transaction Issues” below); and
whether the Plan will be considered to hold, as plan assets, (i) only shares of common stock or (ii) an undivided interest in our underlying assets (please see the discussion under “—Plan Asset Issues” below).

Prohibited Transaction Issues

Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities who are “parties in interest,” within the meaning of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code.

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In addition, the fiduciary of the ERISA Plan that engages in such a non-exempt prohibited transaction may be subject to excise taxes, penalties and liabilities under ERISA and the Code. The acquisition and/or holding of shares of common stock by an ERISA Plan with respect to which the issuer, the initial purchaser, or a guarantor is considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption.

Because of the foregoing, shares of common stock should not be acquired or held by any person investing “plan assets” of any Plan, unless such acquisition and holding will not constitute a non-exempt prohibited transaction under ERISA and the Code or a similar violation of any applicable Similar Laws.

Plan Asset Issues

Additionally, a fiduciary of a Plan should consider whether the Plan will, by investing in us, be deemed to own an undivided interest in our assets, with the result that we would become a fiduciary of the Plan and our operations would be subject to the regulatory restrictions of ERISA, including its prohibited transaction rules, as well as the prohibited transaction rules of the Code and any other applicable Similar Laws.

The Department of Labor (the “DOL”) regulations provide guidance with respect to whether the assets of an entity in which ERISA Plans acquire equity interests would be deemed “plan assets” under some circumstances. Under these regulations, an entity’s assets generally would not be considered to be “plan assets” if, among other things:

(a) the equity interests acquired by ERISA Plans are “publicly offered securities” (as defined in the DOL regulation)—i.e., the equity interests are part of a class of securities that is widely held by 100 or more investors independent of the issuer and each other, are freely transferable, and are either registered under certain provisions of the federal securities laws or sold to the ERISA Plan as part of a public offering under certain conditions;
(b) the entity is an “operating company” (as defined in the DOL regulation)—i.e., it is primarily engaged in the production or sale of a product or service, other than the investment of capital, either directly or through a majority-owned subsidiary or subsidiaries; or
(c) there is no significant investment by “benefit plan investors” (as defined in the DOL regulation)—i.e., immediately after the most recent acquisition by a ERISA Plan of any equity interest in the entity, less than 25% of the total value of each class of equity interest (disregarding certain interests held by persons (other than benefit plan investors) with discretionary authority or control over the assets of the entity or who provide investment advice for a fee (direct or indirect) with respect to such assets, and any affiliates thereof) is held by ERISA Plans, IRAs and certain other Plans (but not including governmental plans, foreign plans and certain church plans), and entities whose underlying assets are deemed to include plan assets by reason of a Plan’s investment in the entity.

Due to the complexity of these rules and the excise taxes, penalties and liabilities that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering acquiring and/or holding shares of our common stock on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such investment and whether an exemption would be applicable to the acquisition and holding of shares of common stock. Purchasers of shares of common stock have the exclusive responsibility for ensuring that their acquisition and holding of shares of common stock complies with the fiduciary responsibility rules of ERISA and does not violate the prohibited transaction rules of ERISA, the Code or applicable Similar Laws. The sale of shares of common stock to a Plan is in no respect a representation by us or any of our affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by any such Plan or that such investment is appropriate for any such Plan.

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UNDERWRITING (CONFLICTS OF INTEREST)

The Company and the underwriters named below have entered into an underwriting agreement with respect to the shares of Class A common stock being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares of Class A common stock indicated in the following table. Goldman Sachs & Co. LLC and Raymond James & Associates, Inc. are the representatives of the underwriters.

Underwriters
Number of Shares
Goldman Sachs & Co. LLC
 
 
 
Raymond James & Associates, Inc.
 
 
 
   
 
 
 
   
 
                     
 
Total
 
                     
 

The underwriters are committed to take and pay for all of the shares of Class A common stock being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

The underwriters have an option to buy up to an additional       shares of Class A common stock from the Company. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters by the Company. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase       additional shares of Class A common stock.

Paid by the Company
No Exercise
Full Exercise
Per Share
$
            
 
$
            
 
Total
$
            
 
$
            
 

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $       per share from the initial public offering price. After the initial offering of the shares, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

The Company and its officers, directors, and holders of substantially all of the Company’s shares of common stock have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of Class A common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of the representatives. This agreement does not apply to any existing employee benefit plans. See “Shares Eligible for Future Sale” for a discussion of certain transfer restrictions.

Prior to the offering, there has been no public market for the Class A common stock. The initial public offering price has been negotiated among the Company and the representatives. Among the factors to be considered in determining the initial public offering price of the Class A common stock, in addition to prevailing market conditions, will be the Company’s historical performance, estimates of the business potential and earnings prospects of the Company, an assessment of the Company’s management and the consideration of the above factors in relation to market valuation of companies in related businesses.

An application has been made to list the shares of Class A common stock on the Nasdaq Global Market under the symbol “ONEW.”

In connection with the offering, the underwriters may purchase and sell shares of Class A common stock in the open market. These transactions may include short sales, stabilizing transactions and

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purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares of the Company’s Class A common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the shares of the Company’s Class A common stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the shares of the Company’s Class A common stock. As a result, the price of the shares of the Company’s Class A common stock may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on the Nasdaq Global Market, in the over-the-counter market or otherwise.

We estimate that the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $         .

We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

Conflicts of Interest

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the Company and to persons and entities with relationships with the Company, for which they received or will receive customary fees and expenses. For example, an affiliate of Goldman acts as a lender and agent under our GS/BIP Credit Facility. Additionally, Goldman owns Opco Preferred Units and LLC Warrants.

Goldman and one of its affiliates will receive 5% or more of the net proceeds of this offering by reason of the redemption of the Opco Preferred Units. Accordingly, Goldman is deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121 and this offering will be conducted in accordance with Rule 5121. That rule requires that a “Qualified Independent Underwriter” meeting specified requirements must participate in the preparation of the registration statement of which this prospectus forms a part and exercise its usual standard of due diligence with respect thereto. Raymond James & Associates, Inc. has agreed to act as the Qualified Independent Underwriter for this offering and has agreed in so acting to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11 thereof. Raymond James & Associates, Inc. will not receive a fee for acting as the Qualified Independent Underwriter for this offering. We have

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agreed to indemnify Raymond James & Associates, Inc. against certain liabilities, including liabilities under the Securities Act. As provided in Rule 5121, Goldman will not confirm sales to any account over which it exercises discretion without the specific written approval of the account holder.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the Company (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the Company. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of our common shares may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of our common shares may be made at any time under the following exemptions under the Prospectus Directive:

to any legal entity which is a qualified investor as defined in the Prospectus Directive;
to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the representatives for any such offer; or
in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of shares of our common shares shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to public” in relation to our common shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and our common shares to be offered so as to enable an investor to decide to purchase our common shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (as amended), including by Directive 2010/73/EU, and includes any relevant implementing measure in the Relevant Member State.

This European Economic Area selling restriction is in addition to any other selling restrictions set out below.

United Kingdom

In the United Kingdom, this prospectus is only addressed to and directed as qualified investors who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this prospectus relates is available only to relevant persons and will only be engaged with relevant persons. Any person who is not a relevant person should not act or relay on this prospectus or any of its contents.

Canada

The shares may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National

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Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption form, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Hong Kong

The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (“Companies (Winding Up and Miscellaneous Provisions) Ordinance”) or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“Securities and Futures Ordinance”), or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”).

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA))

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whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Japan

The shares have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The securities may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

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LEGAL MATTERS

The validity of our Class A common stock offered by this prospectus will be passed upon for us by Vinson & Elkins L.L.P., Houston, Texas. Certain legal matters in connection with this offering will be passed upon for the underwriters by Fried, Frank, Harris, Shriver & Jacobson LLP, New York, New York.

EXPERTS

The audited balance sheet of OneWater Marine Inc. included in this prospectus and elsewhere in the registration statement has been so included in reliance upon the report of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

The audited financial statements of One Water Marine Holdings, LLC included in this prospectus and elsewhere in the registration statement have been so included in reliance upon the reports of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 (including the exhibits, schedules and amendments thereto) under the Securities Act, with respect to the shares of our Class A common stock offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to us and the Class A common stock offered hereby, we refer you to the registration statement, including all amendments, supplements, exhibits and schedules thereto. Statements contained in this prospectus as to the contents of any contract, agreement or any other document are summaries of the material terms of this contract, agreement or other document. With respect to each of these contracts, agreements or other documents filed as an exhibit to the registration statement, reference is made to the exhibits for a more complete description of the matter involved. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

As a result of this offering, we will become subject to full information requirements of the Exchange Act. We will fulfill our obligations with respect to such requirements by filing periodic reports and other information with the SEC. We intend to furnish our stockholders with annual reports containing financial statements certified by an independent public accounting firm.

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One Water Marine Holdings, LLC and Subsidiaries
Condensed Consolidated Balance Sheets

 
June 30, 2019
September 30, 2018
 
(Unaudited)
 
Assets
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash
$
25,073,837
 
$
15,345,808
 
Restricted cash
 
1,359,714
 
 
411,559
 
Accounts receivable
 
31,063,834
 
 
10,888,564
 
Inventories
 
259,253,348
 
 
184,361,296
 
Prepaid expenses and other current assets
 
2,658,081
 
 
1,507,262
 
Total current assets
 
319,408,814
 
 
212,514,489
 
 
 
 
 
 
 
 
Property and equipment, net of accumulated depreciation of $4,794,730 in 2019 and $3,082,163 in 2018
 
30,574,683
 
 
18,586,549
 
 
 
 
 
 
 
 
Other assets
 
 
 
 
 
 
Deposits
 
336,631
 
 
347,416
 
Identifiable intangible assets
 
57,584,000
 
 
47,732,000
 
Goodwill
 
106,126,977
 
 
96,180,010
 
Total other assets
 
164,047,608
 
 
144,259,426
 
Total assets
$
514,031,105
 
$
375,360,464
 
 
 
 
 
 
 
 
Liabilities and Members’ Equity
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
Accounts payable
$
11,333,214
 
$
6,339,555
 
Other payables and accrued expenses
 
17,286,790
 
 
9,764,128
 
Customer deposits
 
5,167,599
 
 
4,198,319
 
Notes payable - floor plan
 
235,009,800
 
 
157,483,121
 
Current portion of long-term debt
 
5,479,417
 
 
1,890,402
 
Total current liabilities
 
274,276,820
 
 
179,675,525
 
Long-term Liabilities
 
 
 
 
 
 
Other long-term liabilities
 
 
 
2,486,563
 
Warrant liability
 
49,450,000
 
 
52,223,000
 
Long-term debt, net of current portion and unamortized debt issuance costs
 
69,344,843
 
 
39,954,403
 
Total liabilities
 
393,071,663
 
 
274,339,491
 
 
 
 
 
 
 
 
Redeemable Preferred interest in subsidiary
 
84,229,965
 
 
79,965,097
 
 
 
 
 
 
 
 
Members’ Equity:
 
 
 
 
 
 
Members’ Equity attributable to One Water Marine Holdings, LLC
 
30,818,614
 
 
15,962,511
 
Equity attributable to non-controlling interests
 
5,910,863
 
 
5,093,365
 
Total liabilities and Members’ Equity
$
514,031,105
 
$
375,360,464
 

The accompanying notes are an integral part of these condensed consolidated financial statements.

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One Water Marine Holdings, LLC and Subsidiaries
Condensed Consolidated Statement of Operations
(Unaudited)

For the nine months ended June 30,
2019
2018
Revenues
 
 
 
 
 
 
New boat sales
$
375,160,102
 
$
294,205,442
 
Pre-owned boat sales
 
122,042,570
 
 
106,853,742
 
Finance and insurance income
 
18,526,016
 
 
12,308,786
 
Service, parts and other sales
 
45,919,574
 
 
32,102,798
 
Total revenues
 
561,648,262
 
 
445,470,768
 
 
 
 
 
 
 
 
Cost of Sales (exclusive of depreciation and amortization shown separately below)
 
 
 
 
 
 
New boat sales
 
308,329,561
 
 
238,920,359
 
Pre-owned boat sales
 
102,196,154
 
 
88,437,485
 
Service, parts and other sales
 
25,346,800
 
 
18,030,420
 
Total cost of sales
 
435,872,515
 
 
345,388,264
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 
83,889,279
 
 
65,279,769
 
Depreciation and amortization
 
1,883,910
 
 
1,111,802
 
Gain on settlement of contingent consideration
 
(1,674,058
)
 
 
Income from operations
 
41,676,616
 
 
33,690,933
 
 
 
 
 
 
 
 
Other (income) expense
 
 
 
 
 
 
Interest expense - floor plan
 
6,729,937
 
 
3,812,848
 
Interest expense - other
 
4,391,421
 
 
2,743,200
 
Transaction costs
 
1,161,280
 
 
217,306
 
Change in fair value of warrant liability
 
(2,773,000
)
 
26,958,299
 
Other (income) expense
 
(73,560
)
 
(2,684
)
Total other expense
 
9,436,078
 
 
33,728,969
 
 
 
 
 
 
 
 
Net income (loss)
 
32,240,538
 
 
(38,036
)
 
 
 
 
 
 
 
Less: Net income attributable to non-controlling interest
 
1,317,498
 
 
646,166
 
Net income (loss) attributable to One Water Marine Holdings, LLC
$
30,923,040
 
$
(684,202
)
 
 
 
 
 
 
 
Redeemable Preferred interest, dividends and accretion
 
 
 
 
3,992,946
 
OneWater LLC preferred distribution
 
 
 
 
179,203
 
Net income (loss) attributable to common interest holders
 
 
 
$
(4,856,351
)
Earnings (loss) per unit attributable to common interest holders:
 
 
 
 
 
 
Basic
$
406.50
 
$
(64.52
)
Diluted
$
299.75
 
$
(64.52
)
 
 
 
 
 
 
 
Pro forma income (loss) per unit attributable to common interest holders (unaudited):
 
 
 
 
 
 
Basic
$
 
 
 
 
 
Diluted
$
 
 
 
 
 

The accompanying notes are an integral part of these condensed consolidated financial statements.

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One Water Marine Holdings, LLC and Subsidiaries
Condensed Consolidated Statements of Members’ Equity
(Unaudited)

 
 
Members’ Equity
 
Redeemable
Preferred Interest
in Subsidiary
Common
Interest
Non-controlling
interest in
Subsidiary
Total
Members’ Equity
Balance at September 30, 2018
$
79,965,097
 
$
15,962,511
 
$
5,093,365
 
$
21,055,876
 
Net income
 
 
 
30,923,040
 
 
1,317,498
 
 
32,240,538
 
Distributions to members
 
(2,530,243
)
 
(9,387,311
)
 
(500,000
)
 
(9,887,311
)
Accumulated unpaid preferred returns
 
6,325,608
 
 
(6,325,608
)
 
 
 
(6,325,608
)
Accretion of redeemable preferred and issuance costs
 
469,503
 
 
(469,503
)
 
 
 
(469,503
)
Equity-based compensation
 
 
 
115,485
 
 
 
 
115,485
 
Balance at June 30, 2019
$
84,229,965
 
$
30,818,614
 
$
5,910,863
 
$
36,729,477
 
 
 
Members’ Equity
 
Redeemable
Preferred Interest
in Subsidiary
Common
Interest
Non-controlling
interest in
Subsidiary
Total
Members’ Equity
Balance at September 30, 2017
$
71,695,134
 
$
26,310,738
 
$
1,763,455
 
$
28,074,193
 
Net income (loss)
 
 
 
(684,202
)
 
646,166
 
 
(38,036
)
Non-controlling interest in subsidiary
 
 
 
 
 
2,500,000
 
 
2,500,000
 
Distributions to members
 
 
 
(1,118,381
)
 
 
 
(1,118,381
)
Accumulated unpaid preferred returns
 
5,730,689
 
 
(5,730,689
)
 
 
 
(5,730,689
)
Preferred issuance costs
 
(93,158
)
 
 
 
 
 
 
Accretion of redeemable preferred and issuance costs
 
469,503
 
 
(469,503
)
 
 
 
(469,503
)
Equity-based compensation
 
 
 
115,486
 
 
 
 
115,486
 
Balance at June 30, 2018
$
77,802,168
 
$
18,423,449
 
$
4,909,621
 
$
23,333,070
 

The accompanying notes are an integral part of these condensed consolidated financial statements.

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One Water Marine Holdings, LLC and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)

For the nine months ended June 30,
2019
2018
Cash flows from operating activities
 
 
 
 
 
 
Net income (loss)
$
32,240,538
 
$
(38,036
)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
 
 
 
 
 
 
Depreciation and amortization
 
1,883,910
 
 
1,111,802
 
Equity-based awards
 
115,485
 
 
115,486
 
Loss on asset disposals
 
47,179
 
 
19,156
 
Change in fair value of long-term warrant liability
 
(2,773,000
)
 
26,958,299
 
Non-cash interest expense
 
2,404,524
 
 
1,558,120
 
Non-cash gain on settlement of contingent consideration
 
(1,674,058
)
 
 
(Increase) decrease in assets:
 
 
 
 
 
 
Restricted cash
 
(948,155
)
 
(479,887
)
Accounts receivable
 
(19,939,047
)
 
(19,839,591
)
Inventories
 
(43,191,007
)
 
(19,410,227
)
Prepaid expenses and other current assets
 
(986,926
)
 
43,454
 
Deposits
 
10,785
 
 
(42,910
)
Increase (decrease) in liabilities:
 
 
 
 
 
 
Accounts payable
 
4,921,433
 
 
1,803,839
 
Other payables and accrued expenses
 
4,013,556
 
 
6,100,306
 
Customer deposits
 
(99,158
)
 
684,629
 
Net cash used in operating activities
 
(23,973,941
)
 
(1,415,560
)
Cash flows from investing activities
 
 
 
 
 
 
Purchases of property and equipment and construction in progress
 
(5,912,734
)
 
(4,645,082
)
Proceeds on disposal of property and equipment
 
70,416
 
 
 
Cash used in Acquisitions
 
(2,146,040
)
 
(13,785,105
)
Net cash used in investing activities
 
(7,988,358
)
 
(18,430,187
)
Cash flows from financing activities
 
 
 
 
 
 
Net borrowings from floor plan
 
49,263,404
 
 
28,298,222
 
Proceeds from long-term debt
 
12,069,553
 
 
6,907,934
 
Payments on long-term debt
 
(7,021,656
)
 
(3,780,471
)
Payments of debt issuance costs
 
(203,419
)
 
(600,000
)
Payments of preferred issuance costs
 
 
 
(93,158
)
Distribution to redeemable preferred interest members
 
(2,530,243
)
 
 
Distributions to members
 
(9,887,311
)
 
(1,118,381
)
Net cash provided by financing activities
 
41,690,328
 
 
29,613,146
 
Net increase in cash
 
9,728,029
 
 
9,767,399
 
Cash at beginning of period
 
15,345,808
 
 
9,662,691
 
Cash at end of period
$
25,073,837
 
$
19,430,090
 
Supplemental cash flow disclosures
 
 
 
 
 
 
Cash paid for interest
$
8,716,834
 
$
4,997,928
 
 
 
 
 
 
 
 
Noncash items
 
 
 
 
 
 
Acquisition purchase price funded by long-term debt
$
18,800,000
 
$
9,000,000
 
Acquisition purchase price funded by seller notes payable
 
8,273,750
 
 
3,042,000
 
Purchase of property and equipment funded by long-term debt
 
1,039,957
 
 
536,449
 

The accompanying notes are an integral part of these condensed consolidated financial statements.

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One Water Marine Holdings, LLC and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

1 Description of Company and Basis of Presentation

Description of the Business

One Water Marine Holdings, LLC (“OneWater LLC” or the “Company”) was organized as a limited liability company under the law of the State of Delaware in 2014. OneWater LLC does not have revenue generating operations of its own and is dependent on the earnings and cash flows of its operating subsidiaries. In 2014, the assets of Singleton Marine and Legendary Marine were contributed in exchange for an equity interest in OneWater LLC. Subsequently, the Company has completed the acquisition of 16 dealer groups comprised of 37 stores, as of June 30, 2019 and operates a total of 60 stores in eleven states, consisting of Alabama, Florida, Georgia, Kentucky, Maryland, Massachusetts, New York, North Carolina, Ohio, South Carolina, and Texas.

The Company is one of the largest recreational boat retailers in the United States. The Company engages primarily in the retail sale, brokerage, and service of new and used boats, motors, trailers, marine parts and accessories and offers slip and storage accommodations in certain locations. The Company also arranges related boat financing, insurance, and extended service contracts for customers with third-party lenders and insurance companies.

Operating results are generally subject to seasonal variations. Demand for products are generally highest during the third and fourth quarters of the fiscal year and, accordingly, revenues are generally expected to be higher during these periods. General economic conditions and consumer spending patterns can negatively impact the Company’s operating results. Unfavorable local, regional, national, or global economic developments or uncertainties could reduce consumer spending and adversely affect the Company’s business. Consumer spending on discretionary goods may also decline as a result of lower consumer confidence levels, even if prevailing economic conditions are otherwise favorable. Economic conditions in areas in which the Company operates stores, particularly in the Southeast, can have a major impact on the Company’s overall results of operations. Local influences, such as corporate downsizing, inclement weather such as hurricanes and other storms, environmental conditions, and other events could adversely affect the Company’s operations in certain markets and in certain periods. Any extended period of adverse economic conditions or low consumer confidence is likely to have a negative effect on the Company’s business.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of OneWater LLC and its wholly-owned subsidiaries. Additionally, the Company consolidates two subsidiaries with minority members: South Shore Assets and Operations (SSAO) and Bosun’s Assets and Operations (BAO). The Company maintains control over both SSAO and BAO as it has 100.0% voting rights of each entity but only a 75.0% ownership interest. Accordingly, the results of operations of SSAO and BAO have been included in the accompanying condensed consolidated financial statements from the date of their respective acquisition and their minority interest in these subsidiaries has been recorded accordingly. Singleton Assets and Operations (SAO), Legendary Assets and Operations (LAO), South Florida Assets and Operations (SFAO), Midwest Assets and Operations (MAO), One Water Assets & Operations (OWAO), BAO and SSAO are collectively referred to herein as “the Company”. All significant intercompany accounts and transactions have been eliminated in consolidation.

Basis of Financial Statement Preparation

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the annual financial statements. These financial statements reflect the consolidated accounts of OneWater LLC and wholly owned subsidiaries. In addition, certain

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One Water Marine Holdings, LLC and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

reclassifications of amounts previously reported have been made to the accompanying consolidated financial statements in order to conform to current presentation. The Company operates on a fiscal year basis with the first day of the fiscal year being October 1, and the last day of the year ending on September 30. Additionally, since there are no differences between net income and comprehensive income, all references to comprehensive income have been excluded from the condensed consolidated financial statements.

All adjustments, consisting of only normal recurring adjustments considered necessary for fair presentation, have been reflected in these unaudited condensed consolidated financial statements. Significant estimates made by us in the accompanying unaudited condensed consolidated financial statements include, valuation allowances, valuation of share-based compensation, valuation of goodwill and intangible assets, valuation of long-lived assets, and valuation of accruals. Operating results for the nine months ended June 30, 2019 are not necessarily indicative of the results to be expected for the year ending September 30, 2019.

2 New Accounting Pronouncements

As an “emerging growth company” (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflects this election.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), as subsequently amended, a converged standard on revenue recognition. The new pronouncement requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also specifies the accounting for some costs to obtain or fulfil a contract with a customer, as well as enhanced disclosure requirements. ASU 2014-09 is effective for a public company’s annual reporting periods beginning after December 15, 2017. As an EGC the Company has elected to adopt ASU 2014-09 following the effective dates for private companies beginning with annual reporting periods beginning after December 15, 2018, including interim reporting periods within that reporting period. The Company is currently in the process of evaluating the effects of this pronouncement on its consolidated financial statements, related disclosures and internal controls over financial reporting. The Company plans to adopt ASU 2014-09 in the first quarter of fiscal year 2020.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). This update requires organizations to recognize lease assets and lease liabilities on the balance sheet and discloses key information about leasing arrangements. ASU 2016-02 is effective for a public company’s annual reporting periods beginning on or after December 15, 2018, and interim periods within those annual periods. As an EGC the Company has elected to adopt ASU 2016-02 following the effective dates for private companies beginning with annual reporting periods beginning after December 15, 2019, including interim reporting periods within that reporting period, earlier application is permitted. The Company is currently in the process of evaluating the effects of this pronouncement on its consolidated financial statements, related disclosures and internal controls over financial reporting. The Company plans to adopt ASU 2016-02 in the first quarter of fiscal year 2021 and expects the adoption of ASU 2016-02 to have a significant and material impact on the consolidated balance sheet given the current lease agreements for the Company’s stores. Based on the current assessment, it is expected that most of the operating lease commitments will be subject to the new guidance and recognized as operating lease liabilities and right-of use assets upon adoption, resulting in a material increase in the assets and liabilities recorded on the consolidated balance sheet. The Company is continuing its assessment, which may identify additional impacts this standard will have on the consolidated financial statements and related disclosures and internal control over financial reporting.

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One Water Marine Holdings, LLC and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230)” (“ASU 2016-15”). Additionally, in November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)” (“ASU 2016-18”). These updates require organizations to reclassify certain cash receipts and cash payments within the Statement of Cash Flows and modify the classification and presentation of restricted cash. These ASU’s are effective for a public company’s annual reporting periods beginning on or after December 15, 2017, and interim periods within those annual periods. As an EGC, the Company has elected to adopt these ASU’s following the effective dates for private companies beginning with annual reporting periods beginning after December 15, 2018, including interim reporting periods within that reporting period. The Company is currently in the process of evaluating the effects of this pronouncement on its condensed consolidated financial statements, related disclosures and internal controls over financial reporting. The Company plans to adopt ASU 2016-15 and ASU 2016-18 in fiscal 2020.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805)” (“ASU 2017-01”). This update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. As an EGC the Company has elected to adopt ASU 2017-01 following the effective dates for private companies beginning with annual reporting periods beginning after December 15, 2018, including interim reporting periods within that reporting period. The Company is currently in the process of evaluating the effects of this pronouncement on its condensed consolidated financial statements, related disclosures and internal controls over financial reporting. The Company plans to adopt ASU 2017-01 in the first quarter of fiscal year 2020.

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill impairment (Topic 350)” (“ASU 2017-04”). This update removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. As a result, under ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the impairment loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This guidance is effective for public companies prospectively for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. As an EGC the Company has elected to early adopt ASU 2017-04 with annual impairment tests performed after January 1, 2017.

3 Revenue Recognition

Revenue is recognized from the sale of products and commissions earned on new and pre-owned boats (including used, brokerage and consignment) when ownership is transferred to the customer. Revenue from sales of parts, accessories, and supplies is recognized when they are delivered to the customer. Revenue from new, used and consignment sales is recorded at the gross sales price, while revenue from brokerage transactions is recorded on a net basis. Service revenue, including repairs under manufacturers’ warranties, is recognized when the customer accepts the serviced boat. Deferred revenue from storage and marina operations on a straight-line basis over the term of the contract as services are completed. Revenue from arranging financing, insurance and extended warranty contracts to customers through various third-party financial institutions and insurance companies is recognized when the related boats are sold. A chargeback fee may be assessed in the event of an early cancellation of a loan or insurance contract by the customer. Deposits received from customers are recorded as a liability on the balance sheet until the related sales orders have been fulfilled by the Company.

4 Per Share Data

Basic earnings (loss) per common interest is computed by dividing net income (loss) attributable to common interest holders by the weighted-average common units outstanding during the period. Diluted earnings (loss) per common interest is computed by dividing net earnings (loss) attributable to common

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Notes to the Condensed Consolidated Financial Statements
(Unaudited)

interest holders by the weighted-average common units and common unit equivalents outstanding during the period. Earnings (loss) attributable to common interest holders reflects accretion of redeemable preferred interest in subsidiary, dividends and issuance costs.

The following table illustrates the dilutive effect of profits in interest unit agreements and common warrants outstanding:

As of June 30,
2019
2018
Common units outstanding
 
76,071
 
 
75,272
 
Weighted average common unit equivalents outstanding
 
27,093
 
 
27,652
 
Diluted common unit equivalents
 
103,164
 
 
102,924
 

For the nine months ended June 30, 2018, the diluted common unit equivalents were not utilized in calculating loss per unit attributable to common interest holders as the impact would be anti-dilutive.

5 Acquisitions

The Company has completed acquisitions of multiple retail boat dealer groups in the United States. The results of operations of acquisitions are included in the accompanying financial statements from the acquisition date forward. The purchase price of acquisitions was allocated to identifiable tangible assets and intangible assets acquired based on their estimated fair values at the acquisition date, with the excess being allocated to goodwill. Costs related to acquisitions are included in transaction costs and primarily relate to legal, accounting, and valuation fees, which are charged directly to operations in the accompanying consolidated statements of operations as incurred.

The following unaudited pro forma results of operations for the nine months ended June 30, 2019 and 2018 assumes that the all 2019 and 2018 acquisitions were completed on October 1, 2017.

 
2019
2018
Pro forma revenues
$
592,668,462
 
$
557,178,768
 
Pro forma net loss attributable to common interest holders
 
33,343,408
 
 
3,489,964
 
Pro forma loss per share:
 
 
 
 
 
 
Basic
$
438.32
 
$
46.42
 
Diluted
$
323.21
 
$
33.91
 

Included in our results for the nine months ended June 30, 2019, the 2019 acquisitions contributed $35.6 million to our consolidated revenue and $2.4 million to our net income, respectively. Included in our results for the nine months ended June 30, 2018, the 2018 acquisitions contributed $39.0 million to our consolidated revenue and $4.7 million to our net income, respectively.

Acquisitions completed during the nine months ended June 30, 2019:

On December 1, 2018, the Company purchased The Slalom Shop, LLC (“Slalom Shop”), a Texas boat retailer comprised of two stores. The acquisition expands the Company’s presence in the state of Texas, expands the Company’s product offering and strengthens its market share in a top boating market. The purchase price was $7,920,448, with $1,566,698 paid at closing, $5,083,000 due to seller note payable upon completion of stated milestones expected within 90 days of closing and $1,270,750 financed through a note payable to the seller bearing interest at a rate of 5.0% per year. The note is payable in one lump sum three years from the closing date, with interest payments due quarterly.

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Notes to the Condensed Consolidated Financial Statements
(Unaudited)

The table below summarizes the fair values of the assets acquired at the acquisition date, including the goodwill recorded as a result of this transaction.

   
 
 
 
Assets acquired
 
 
 
Prepaid expenses
$
25,784
 
Inventory
 
6,725,676
 
Property and equipment
 
3,240
 
Identifiable intangible assets
 
3,003,000
 
Goodwill
 
3,347,509
 
Total assets acquired
$
13,105,209
 
   
 
 
 
Liabilities
 
 
 
Accounts payable and accrued expenses
$
30,935
 
Customer deposits
 
11,400
 
Notes payable - floor plan financing
 
5,142,426
 
Total liabilities assumed
 
5,184,761
 
Net assets acquired
$
7,920,448
 
   
 
 
 
Consideration exchanged
 
 
 
Cash paid to seller
$
1,566,698
 
Seller’s notes payable
 
6,353,750
 
Total consideration exchanged
$
7,920,448
 

On February 1, 2019, the Company purchased Ocean Blue Yacht Sales (“Ocean Blue”), a Florida boat retailer comprised of three stores. The acquisition expands its presence on the east coast of Florida, expands the Company’s product offering and strengthens the Company’s market share in a top boating market. The purchase price was $10,656,437, with $8,736,437 paid at closing, and $1,920,000 financed through a note payable to the seller bearing interest at a rate of 5.0% per year. The note is payable in one lump sum three years from the closing date, with interest payments due quarterly.

The table below summarizes the fair values of the assets acquired at the acquisition date, including the goodwill recorded as a result of this transaction.

   
 
Assets acquired
 
 
 
Prepaid expenses
$
86,899
 
Accounts Receivable
 
134,383
 
Inventory
 
19,377,508
 
Property and equipment
 
24,674
 
Identifiable intangible assets
 
4,989,000
 
Goodwill
 
4,461,325
 
Total assets acquired
$
29,073,789
 
   
 
 
 
Liabilities
 
 
 
Accounts payable and accrued expenses
$
76,895
 
Customer deposits
 
221,000
 
Notes payable - floor plan financing
 
18,119,457
 
Total liabilities assumed
 
18,417,352
 
Net assets acquired
$
10,656,437
 
   
 
 
 

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Notes to the Condensed Consolidated Financial Statements
(Unaudited)

Consideration exchanged
 
 
 
Cash paid to seller ($8.5 million financed by long-term debt)
$
8,736,437
 
Seller’s notes payable
 
1,920,000
 
Total consideration exchanged
$
10,656,437
 

On February 1, 2019, the Company purchased Ray Clepper, Inc. d/b/a Ray Clepper Boat Center (“Ray Clepper”), a South Carolina boat retailer comprised of a single location. The acquisition expands its presence in South Carolina, expands the Company’s product offering and strengthens the Company’s market share in a top boating market. The purchase price was $307,506, paid at closing.

The table below summarizes the fair values of the assets acquired at the acquisition date, including the goodwill recorded as a result of this transaction.

Assets acquired
 
 
 
Inventory
$
1,191,597
 
Prepaid Expenses
 
12,856
 
Property and equipment
 
8,574
 
Goodwill
 
278,091
 
Total assets acquired
$
1,491,118
 
   
 
 
 
Liabilities
 
 
 
Customer deposits
 
12,070
 
Accrued expenses
 
659
 
Notes payable - floor plan financing
 
1,170,883
 
Total liabilities assumed
 
1,183,612
 
Net assets acquired
$
307,506
 
   
 
 
 
Consideration exchanged
 
 
 
Cash paid to seller
$
307,506
 

On May 1, 2019, the Company purchased Caribee Boat Sales and Marina, Inc. (“Caribee”), a Florida boat retailer and storage facility comprised of a single store. The acquisition expands the Company’s presence in the state of Florida, expands the Company’s product offering and strengthens its market share in a top boating market. The purchase price was $10,335,399 and includes both the retail boat operations and the related real estate.

The table below summarizes the fair values of the assets acquired at the acquisition date, including the goodwill recorded as a result of this transaction.

Assets acquired
 
 
 
Accounts receivable
$
101,840
 
Prepaid expenses
 
38,354
 
Inventory
 
4,406,264
 
Property and equipment
 
7,000,460
 
Identifiable intangible assets
 
1,860,000
 
Goodwill
 
1,860,042
 
Total assets acquired
$
15,266,960
 
   
 
 
 

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Notes to the Condensed Consolidated Financial Statements
(Unaudited)

Liabilities
 
 
 
Accounts payable and accrued expenses
$
277,084
 
Customer deposits
 
823,968
 
Notes payable - floor plan financing
 
3,830,509
 
Total liabilities assumed
 
4,931,561
 
Net assets acquired
$
10,335,399
 
   
 
 
 
Consideration exchanged
 
 
 
Cash paid to seller ($10.3 million funded by long-term debt)
$
10,335,399
 

Acquisitions completed during the nine months ended June 30, 2018:

On February 1, 2018, the Company purchased substantially all the assets of Texas Marine (“Texas Marine”), a Texas based boat retailer. The acquisition expands the Company’s presence in the state of Texas, expands the Company’s product offering and strengthens its market share in a top boating market. The purchase price was $11,809,230, with $8,349,958 paid at closing, $815,000 financed through a note payable to the seller bearing interest at a rate of 4.5% per year and an estimated payment of contingent consideration of $2,644,272. The estimated contingent consideration is based on the performance of the acquired assets. The amount of contingent consideration has been included in other payables and accrued expenses and other long-term liabilities. The note is payable in one lump sum three years from the closing date, with interest payments due quarterly.

The table below summarizes the fair values of the assets acquired at the acquisition date, including the goodwill recorded as a result of this transaction.

Assets acquired
 
 
 
Boat Inventory
$
9,713,481
 
Parts Inventory
 
430,819
 
Prepaid expenses
 
198,147
 
Property and equipment
 
148,625
 
Identifiable intangible assets
 
3,777,000
 
Goodwill
 
6,886,249
 
Total assets acquired
$
21,154,321
 
   
 
 
 
Liabilities
 
 
 
Accounts Payable
$
371,254
 
Customer deposits
 
245,366
 
Accrued expenses
 
242,151
 
Notes payable - floor plan financing
 
8,486,320
 
Total liabilities assumed
 
9,345,091
 
Net assets acquired
$
11,809,230
 
   
 
 
 
Consideration exchanged
 
 
 
Cash paid to seller ($8.0 million funded by long-term debt)
$
8,349,958
 
Seller’s contingent liability
 
2,644,272
 
Seller’s note payable
 
815,000
 
Total consideration exchanged
$
11,809,230
 

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One Water Marine Holdings, LLC and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

On April 1, 2018, the Company purchased substantially all the assets of Spend-A-Day Marina (“Spend-A-Day”), an Ohio based boat retailer. The acquisition expands the Company’s presence in the state of Ohio and expands its product offering. The purchase price was $7,664,963, with $6,664,963 paid at closing and $1,000,000 financed through a note payable to the seller bearing interest at a rate of 5.5% per year. The note is payable in one lump sum three years from the closing date, with interest payments due quarterly. The table below summarizes the fair values of the assets acquired at the acquisition date, including the goodwill recorded as a result of this transaction.

Assets acquired
 
 
 
Inventory
$
6,214,059
 
Parts
 
376,813
 
Prepaid expenses
 
98,451
 
Property and equipment
 
459,096
 
Identifiable intangible assets
 
4,568,000
 
Goodwill
 
1,000,250
 
Total assets acquired
$
12,716,669
 
   
 
 
 
Liabilities
 
 
 
Customer deposits
$
369,514
 
Accrued and other expenses
 
86,185
 
Notes payable - floor plan financing
 
4,596,007
 
Total liabilities assumed
 
5,051,706
 
Net assets acquired
$
7,664,963
 
   
 
 
 
Consideration exchanged
 
 
 
Cash paid to seller ($1.0 million funded by long-term debt)
$
6,664,963
 
Seller’s note payable
 
1,000,000
 
Total consideration exchanged
$
7,664,963
 

On June 1, 2018, the Company purchased substantially all the assets of Bosun’s Marine, (“Bosun’s”), a Massachusetts based boat retailer through its subsidiary BAO. The acquisition expands the Company’s presence to include the state of Massachusetts and expands its product offering. The former owners of Bosun’s invested $2,500,000 of the purchase price to obtain a 25.0% ownership interest in the subsidiary BAO. The Company maintains control over BAO as it has 100.0% of the voting rights of the entity but only a 75.0% ownership interest. The purchase price was $9,207,895 subject to a working capital adjustment, with $6,707,895 cash consideration paid at closing and $2,500,000 reinvested in BAO. Additionally, the purchase agreement contained an earnout provision whereby an additional payment was due should BAO’s operating results exceed a threshold. The operations exceeded the threshold and an additional payment of $1,227,000 is due the seller. The earnout payment is to be repaid in the form of a sellers note payable bearing interest at 4.5%. The note is payable in one lump sum three years from the closing date, with interest payments due quarterly.

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Notes to the Condensed Consolidated Financial Statements
(Unaudited)

The table below summarizes the fair values of the assets acquired at the acquisition date, including the goodwill recorded as a result of this transaction.

Assets acquired
 
 
 
Boat Inventory
$
11,900,405
 
Parts inventory
 
518,075
 
Prepaid expenses
 
132,902
 
Property and equipment.
 
123,770
 
Identifiable intangible assets
 
4,675,000
 
Goodwill
 
6,368,400
 
Total assets acquired
$
23,718,552
 
   
 
 
 
Liabilities
 
 
 
Accounts payable
$
177,983
 
Customer deposits
 
864,242
 
Accrued and other expenses
 
134,160
 
Notes payable - floor plan financing
 
11,044,983
 
Total liabilities assumed
 
12,221,368
 
Net assets acquired
$
11,497,184
 
   
 
 
 
Consideration exchanged
 
 
 
Cash paid to seller
$
7,770,184
 
Seller note payable
 
1,227,000
 
Non-controlling interest in BAO
 
2,500,000
 
Total consideration exchanged
$
11,497,184
 
6 Accounts Receivable

The accounts receivable balance represents trade and other receivables. Accounts receivable primarily consists of contracts in transit. These amounts represent anticipated funding from the loan agreement customers execute at the store when they purchase their new or preowned boat. These finance contracts are typically funded within 30 days. Trade receivables include amounts due from customers on the sale of boats, parts, service, and storage. Amounts due from manufacturers represent receivables for various manufacturer incentive programs and parts and service work performed pursuant to the manufacturers’ warranties.

Accounts Receivable consisted of the following:

 
June 30, 2019
September 30, 2018
Contracts in transit
$
19,782,212
 
$
5,449,296
 
Trade and other accounts receivable
 
4,772,640
 
 
3,518,646
 
Manufacturer receivable
 
6,508,982
 
 
1,920,622
 
Total accounts receivable
$
31,063,834
 
$
10,888,564
 

As of June 30, 2019 and September 30, 2018, all accounts receivable amounts are deemed collectible. Management closely monitors outstanding accounts receivable for collectability based on the age of the receivable and the history of past collections and will write off any balances that are considered to be uncollectable. Historically, these amounts were immaterial and as a result the Company does not maintain an allowance for doubtful accounts.

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Notes to the Condensed Consolidated Financial Statements
(Unaudited)

7 Inventories

Inventories consisted of the following:

 
June 30, 2019
September 30, 2018
New vessels
$
222,565,333
 
$
158,909,427
 
Used vessels
 
27,905,196
 
 
18,855,811
 
Work in process, parts and accessories
 
8,782,819
 
 
6,596,058
 
Total inventories
$
259,253,348
 
$
184,361,296
 
8 Identifiable Intangible Assets

Intangible assets are initially measured at fair value on the date of an acquisition and consisted of the following:

 
Intangibles
Balance as of September 30, 2018
$
47,732,000
 
Intangibles acquired during the year
 
9,852,000
 
Balance as of June 30, 2019
$
57,584,000
 

Identifiable intangible assets consist of trade names related to the acquisitions the Company has completed. It has been determined that trade names have an indefinite life, as there is no economic, contractual or other factors that limit their useful lives and they are expected to generate value as long as the trade name is utilized by the dealer group.

Identifiable intangibles are deemed to have indefinite lives and therefore are not subject to amortization. The Company reviews intangible assets for impairment annually in the fourth quarter, or more often if events or circumstances indicate that impairment may have occurred. Financial statement risk exists to the extent identifiable intangibles become impaired due to the decrease in the fair value of the identifiable assets.

9 Goodwill

Goodwill is initially measured at fair value on the date of an acquisition and consisted of the following:

 
Goodwill
Balance as of September 30, 2018
$
96,180,010
 
Goodwill acquired during the year
 
9,946,967
 
Balance as of June 30, 2019
$
106,126,977
 

Goodwill is recognized to the extent that the purchase price of the acquisition exceeds the estimated fair value of the net assets acquired, including other identifiable intangible assets. Goodwill is an asset representing operational synergies and future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. In accordance with ASC 350, goodwill is tested for impairment at least annually, or more frequently when events or circumstances indicate that impairment might have occurred.

The Company reviews goodwill for impairment annually in the fourth quarter, or more often if events or circumstances indicate that impairment may have occurred.

10 Notes Payable — Floor Plan

The Company maintains an ongoing wholesale marine products inventory financing program with a syndicate of banks and administered by Wells Fargo Commercial Distribution Finance LLC. On April 5, 2019, the Company increased the capacity of the facility to $292,500,000 from $275,000,000, to purchase

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One Water Marine Holdings, LLC and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

new and used inventory (boats, engines, and trailers). The other terms and conditions of the facility, including interest rate and covenants, remain unchanged. The outstanding balance of the facility was $235,009,800 as of June 30, 2019. Interest on new boats is calculated using the one month LIBOR rate plus an applicable margin of 2.75% to 5.00% depending on the days the boat has been in inventory. Interest on used boats is calculated at the new boat rate plus 0.25%. Wells Fargo will finance 100.0% of the vendor invoice price for new boats, engines and trailers. The advances are subject to a curtailment payment of 2.25% at 180 days and an additional 2.25% each month thereafter. All boats and engines are on a pay as sold program. Trailers are on a scheduled liquidation program and are paid in 1/3 increments at 90, 120 and 150 days on inventory. All unsold financed units are held as collateral.

11 Long-term Debt and Line of Credit

In October of 2016, the Company entered into a $20,000,000 multi-draw term loan. The loans are subject to an applicable interest rate of 10.0% per annum. The multi-draw term loan is also subject to a 0.5% unused line fee. The multi-draw term loan shall be repaid in equal consecutive quarterly payments in the annual amount equal to 5.0% of the aggregate principal amount outstanding immediately prior to December 31, 2019. The loan matures on October 28, 2021 and the full principal and any accrued unpaid interest is due in full on that date.

On February 1, 2018, the Company expanded the multi-draw term loan. The maximum available under the facility was increased from $20,000,000 to $50,000,000. The applicable interest rate, maturity, terms, conditions and covenants were unchanged.

On May 1, 2019, the Company expanded the multi-draw term loan with GS and BIP. The maximum available under the facility was increased from $50,000,000 to $60,000,000. The applicable interest rate, maturity, terms, conditions and covenants were unchanged.

In October 2016, the Company entered into a $5,000,000 revolving line of credit. Advances on the line are subject to an applicable interest rate of 10.0% per annum. Repayments on the revolving line of credit can be made at any time. The loan matures on October 28, 2021 and the full principal and any accrued unpaid interest is due in full on that date.

The term loan and revolving line of credit are collateralized by all real, personal and mixed property (including capital units) of the Company. Under the agreement, the Company is required to be in compliance with various financial covenants. The Company was in compliance with these covenants as of June 30, 2019.

The table below summarizes the key terms and outstanding balances of long-term debt as of:

 
June 30, 2019
September 30, 2018
Multi-draw term note payable to Goldman Sachs Specialty Lending Group, L.P. and OWM BIP Investor, LLC, secured and bearing interest at 10.0% per annum. The note requires payments of principal and interest, as discussed above, and is due on October 28, 2021
$
58,000,000
 
$
28,604,889
 
 
 
 
 
 
 
 
Revolving note payable to Goldman Sachs Specialty Lending Group, L.P. and OWM BIP Investor, LLC, secured and bearing interest at 10.0% per annum. The note requires payments of interest and principal, as discussed above, and is due on October 28, 2021
$
 
$
 
 
 
 
 
 
 
 
Note payable to Rambo Marine, Inc., unsecured and bearing interest at 7.5% per annum. The note requires annual interest payments, with a balloon payment of principal due on July 1, 2020
 
3,132,500
 
 
3,132,500
 
 
 
 
 
 
 
 

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Notes to the Condensed Consolidated Financial Statements
(Unaudited)

 
June 30, 2019
September 30, 2018
Note payable to Marina Mikes, LLC, unsecured and bearing interest at 5.0% per annum. The note requires annual interest payments, with a balloon payment of principal due on June 1, 2020
 
2,125,000
 
 
2,125,000
 
 
 
 
 
 
 
 
Note payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 1.0% to 6.5% per annum. The note requires monthly installment payments of principal and interest ranging from $261 to $2,230 through October 2021
 
2,394,813
 
 
1,819,071
 
 
 
 
 
 
 
 
Note payable to Ocean Blue Yacht Sales, Inc., unsecured and bearing interest at 5.0% per annum. The note requires annual interest payments, with a balloon payment of principal due on February 1, 2022
 
1,920,000
 
 
 
 
 
 
 
 
 
 
Note payable to Lab Marine, Inc., unsecured and bearing interest at 6.0% per annum. The note requires annual interest payments, with a balloon payment of principal due on March 1, 2021
 
1,500,000
 
 
1,500,000
 
 
 
 
 
 
 
 
Note payable to Sunrise Marine, Inc. and Sunrise Marine of Alabama, Inc., unsecured and bearing interest at 6.0% per annum. The note requires annual interest payments, with a balloon payment of principal due on November 1, 2019
 
1,400,000
 
 
1,400,000
 
 
 
 
 
 
 
 
Note payable to The Slalom Shop, LLC, unsecured and bearing interest at 5.0% per annum. The note requires annual interest payments with a balloon payment due on December 1, 2021
 
1,270,750
 
 
 
 
 
 
 
 
 
 
Note payable to Bosun’s Marine, Inc., unsecured and bearing interest at 4.5% per annum. The note requires annual interest payments with a balloon payment due on June 1, 2021
 
1,227,000
 
 
1,227,000
 
 
 
 
 
 
 
 
Note payable to Rebo, Inc., unsecured and bearing interest at 5.5% per annum. The note requires annual interest payments with a balloon payment due on April 1, 2021. Repayment contingent upon certain performance metrics
 
1,000,000
 
 
1,000,000
 
 
 
 
 
 
 
 
Note payable to Texas Marine, Inc., unsecured and bearing interest at 4.5% per annum. The note requires annual interest payments, with a balloon payment of principal due on August 1, 2020
 
815,000
 
 
815,000
 
 
 
 
 
 
 
 
Note payable to Lookout Marine, Inc., unsecured and bearing interest at 4.0% per annum. The note requires annual interest payments, with a balloon payment of principal due on August 1, 2019
 
650,000
 
 
650,000
 
 
 
 
 
 
 
 
Note payable to Lookout Marine, Inc., unsecured and bearing interest at 4.0% per annum. The note requires annual interest payments, with a balloon payment of principal due on August 1, 2019
 
488,523
 
 
488,523
 

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One Water Marine Holdings, LLC and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

 
June 30, 2019
September 30, 2018
 
 
 
 
 
 
 
Note payable to USA Marine Sales, Inc., unsecured and bearing interest at 1.0% per annum. The note requires annual installment payments of principal and interest of $212,743 through April 1, 2019. Repayment contingent upon certain performance metrics
$
 
$
210,627
 
 
 
 
 
 
 
 
 
 
75,913,119
 
 
42,972,610
 
Less current portion
 
(5,479,417
)
 
(1,890,402
)
Less unamortized portion of debt issuance costs
 
(1,099,326
)
 
(1,127,805
)
 
$
69,344,843
 
$
39,954,403
 

Debt issuance costs are amortized on a straight-line basis over the life of the loan, which approximates the effective interest method. Amortization for the nine months ended June 30, 2019 and 2018 amounted to $231,897 and $130,576, respectively, and is included in interest expense.

12 Equity-Based Compensation

The Company accounts for equity-based compensation plans in accordance with the provisions of FASB ASC 718, “Compensation — Stock Compensation”. Equity-based awards are designed to reward employees for their long-term contributions to the Company and to provide incentives for them to remain with the Company. Valuation models are utilized to value all equity-based compensation. Compensation for awards are measured at fair value on the grant date based on the number of shares expected to vest. The Company recognizes compensation cost for all awards on a straight-line basis over the requisite service period of the award.

The Company has issued Profit in Interests awards to select members of executive management. These awards are for Class B units which represent non-voting units. These awards vest over three to five years and are designed to motivate and retain the executives through long-term performance incentives. Profit in Interests awards are as follows:

 
Non-Vested
Profits in
Interests
Vested
Profits in
Interests
Weighted
Average Grant
Date Fair Value
Per Share
Balance as of September 30, 2018
 
3,329
 
 
513
 
$
363
 
Granted
 
 
 
 
 
 
 
 
Forfeited
 
 
 
 
 
 
 
 
Vested
 
(756
)
 
756
 
 
366
 
Balance as of June 30, 2019
 
2,573
 
 
1,269
 
$
363
 

During the nine months ended June 30, 2019, there were no awards granted. There were 756 unit awards which vested during the period with a grant date fair value of $276,468. For the nine months ended June 30, 2019, $115,485 was expensed related to equity awards and the Company expects to recognize $404,543 of compensation cost related to non-vested equity awards over a weighted-average period of 1.2 years.

F-18

TABLE OF CONTENTS

One Water Marine Holdings, LLC and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

13 Members’ Equity

Investor Warrants

On October 28, 2016, the Company entered into equity and debt terms with Goldman Sachs & Co. and OWM BIP Investor, LLC. As part of this transaction, the Company issued 25,000 OneWater LLC common unit warrants in exchange for $979,173. The common unit warrants have a ten-year life from the date of issuance and provide the holders with a put right after 5 years, or potentially earlier, under certain circumstances. The holders of the warrants maintain full voting rights in OneWater LLC. The common unit warrants can be exercised for $0.0001 per unit in exchange for cash or common units of OneWater LLC. As the common unit warrants may be settled in cash at the election of the holder, the fair value of the common unit warrants has been included in warrant liability in the accompanying consolidated balance sheet.

The Company engaged a third-party valuation specialist to assist management in performing a valuation of the fair value of the common unit warrants outstanding. Accordingly, the warrant liability has been accounted for based on inputs that are unobservable and significant to the overall fair value measurement (Level 3). The valuation considered both a market and a discounted cash flows approach in arriving at the fair value of the common unit warrants. As of June 30, 2019 and September 30, 2018, the fair value of the warrant liability was $49.5 million and $52.2 million, respectively. As a result of the change in the fair value of these warrants, the Company recognized income of $2.8 million and expense of $27.0 million for the nine months ended June 30, 2019 and 2018, respectively. This change in the fair value was recorded as a change in the fair value of warrants in the accompanying statements of operations.

OneWater LLC Preferred Distribution

During the year ended September 30, 2015, the Company amended the Limited Liability Company Agreement to require a payment to a founding common member in the form of a preferred distribution of $3,752,108 prior to any distributions to common members (including the founding common member that will receive the preferred distribution). This preferred distribution is paid only if and when distributions are declared by the Company’s Board of Directors. As of September 30, 2016, the balance of the preferred distribution was $3,752,108.

During the year ended September 30, 2017, the Limited Liability Company Agreement was amended. Under the terms of the amendment, the preferred distribution will accrue interest at the rate of 5.0% per annum, compounded quarterly commencing on December 31, 2016. If and when distributions are declared by the Board of Directors, the preferred distribution shall be paid until the aggregate preferred distribution is reduced to zero. In the event of liquidation, the Company’s property shall be distributed among the members to first satisfy any remaining preferred distribution and thereafter in accordance with their ownership interest within 90 days after the event of liquidation.

As of June 30, 2019 and September 30, 2018, the unpaid balance of the preferred distribution was $3,303,858 and $3,398,017, respectively. The 5% cumulative interest on preferred distribution is recognized as distribution when declared by the Board of Directors. As of June 30, 2019 and September 30, 2018, unpaid cumulative interest on preferred distribution was zero.

Non-Controlling Interest

On June 1, 2018, the Company purchased Bosun’s Marine, a Massachusetts based boat retailer through its subsidiary BAO. The former owner of Bosun’s Marine invested $2,500,000 of the purchase price to obtain a 25.0% ownership interest in BAO, with no voting rights in the subsidiary BAO. The results of operations for Bosun’s Marine have been included in the Company’s consolidated financial statements from that date and the former owner’s minority interest in the subsidiary BAO has been recorded accordingly.

F-19

TABLE OF CONTENTS

One Water Marine Holdings, LLC and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

On August 1, 2017, the Company purchased South Shore Marine, an Ohio based boat retailer through its subsidiary SSAO. The former owner of South Shore Marine invested $1,750,000 of the purchase price to obtain a 25.0% ownership interest in SSAO, with no voting rights in the subsidiary SSAO. The results of operations for South Shore Marine have been included in the Company’s consolidated financial statements from that date and the former owner’s minority interest in the subsidiary SSAO has been recorded accordingly.

14 Redeemable Preferred Interest in Subsidiary

On September 1, 2016, the Company organized OWAO. As of September 30, 2016, OWAO was not funded. In conjunction with the new investor, OneWater LLC contributed a majority of its assets, including subsidiaries operating all of its retail operations, to OWAO in return for 100,000 common units. Additionally, OWAO issued 68,000 preferred units in OWAO to GS and BIP. The preferred interest has a stated 10.0% rate of return and there is no allocation of profits in excess of the stated return. The preferred interests are not convertible but may be redeemed by the holder after 5 years or upon certain triggering events at face value plus accrued interest.

The Company has classified the redeemable preferred interest as temporary equity in the consolidated balance sheets. The discount on the issuance of the redeemable preferred interest is being accreted to retained common interests as a dividend from the date of issuance through the fifth anniversary of the issuance date.

15 Contingencies and Commitments

Claims and Litigation

The Company is involved in various legal proceedings as either the defendant or plaintiff. Due to their nature, such legal proceedings involve inherent uncertainties including, but not limited to, court rulings, negotiations between the affected parties and other actions. Management assesses the probability of losses or gains for such contingencies and accrues a liability and/or discloses the relevant circumstances as appropriate. In the opinion of management, it is not reasonably probable that the pending litigation, disputes or claims against the Company, if decided adversely, will have a material adverse effect on its financial condition, results of operations or cash flows.

16 Related Party Transactions

In accordance with agreements approved by the Board of Directors of the Company, we purchased inventory, in conjunction with our retail sale of the products, from certain entities affiliated with common members of the Company. For the nine months ended June 30, 2019 and 2018, $16,119,833 and $25,683,979, respectively, in total purchases were incurred under these arrangements. A subsidiary of the Company holds a warrant to purchase one such entity for fair value that expires on March 1, 2021.

In accordance with agreements approved by the Board of Directors of the Company, certain entities affiliated with common members of the Company receive fees for rent of commercial property. For the nine months ended June 30, 2019 and 2018, $1,648,845 and $1,543,897, respectively, in total expenses were incurred under these arrangements.

In accordance with agreements approved by the Board of Directors of the Company, certain entities and individuals affiliated with common members of the Company received fees from the Company for goods and services. For the nine months ended June 30, 2019 and 2018, $507,677 and $878,781, respectively, were recorded under these arrangements. Included in these amounts and in connection with our notes payable floor plan financing, our Chief Executive Officer was paid a guarantee fee of $225,000 for the nine months ended June 30, 2019 and 2018 for his personal guarantee associated with this arrangement. Also, the Company made payments to certain entities and individuals affiliated with common members of the Company for goods and services. For the nine months ended June 30, 2019 and 2018, $2,668,558 and $1,573,153, respectively, were recorded under these arrangements.

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TABLE OF CONTENTS

One Water Marine Holdings, LLC and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

In connection with transactions noted above, the Company was due certain amounts as recorded within accounts receivable for the nine months ended June 30, 2019 and 2018, of $1,021,308 and $905,801, respectively.

17 Subsequent events

The Company has evaluated events and transactions that occurred between June 30, 2019 and September 23, 2019, which is the date the unaudited interim consolidated financial statements were issued. There were no material subsequent events that require recognition or additional disclosure in the consolidated financial statements except as detailed below.

On August 5, 2019, the Company completed a sale-leaseback transaction with affiliates of SunTrust Equity Funding, LLC with respect to four of our boat dealerships located throughout Florida and Georgia, for aggregate cash consideration of approximately $16.0 million.

On August 1, 2019, the Company purchased Central Marine Service, Inc., Central Marine Outboards, Inc., Central Marine Sales of Stuart, LLC, and Central Marine Stuart, LLC (collectively “Central Marine”), a Florida boat retailer comprised of three locations. The acquisition expands the Company’s presence in the state of Florida, expands the Company’s product offering and strengthens its market share in a top boating market. The purchase price was $19,420,735 with $17,256,735 paid at closing and $2,164,000 financed through a note payable to the seller bearing interest at 5.5% per year. The note is payable in one lump sum 30 months from closing date, with interest payments due monthly.

F-21

TABLE OF CONTENTS

One Water Marine Holdings, LLC and Subsidiaries

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Members
One Water Marine Holdings, LLC

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of One Water Marine Holdings, LLC (a Delaware limited liability company) and subsidiaries (the “Company”) as of September 30, 2018 and 2017, the related consolidated statements of operations, members’ equity, and cash flows for each of the two years in the period ended September 30, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2018 and 2017, and the results of its operations and its cash flows for each of the two years in the period ended September 30, 2018, in conformity with accounting principles generally accepted in the United States of America.

Restatement of 2018 and 2017 financial statements

As discussed in Note 21 to the consolidated financial statements, the consolidated financial statements for the years ended September 30, 2018 and 2017 have been restated to correct a misstatement.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the auditing standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2017.

Atlanta, Georgia
April 26, 2019

F-22

TABLE OF CONTENTS

One Water Marine Holdings, LLC and Subsidiaries
Consolidated Balance Sheets

September 30
2018
2017
Restated
Assets
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash
$
15,345,808
 
$
9,662,691
 
Restricted cash
 
411,559
 
 
7,432
 
Accounts receivable
 
10,888,564
 
 
5,845,799
 
Inventories
 
184,361,296
 
 
115,349,860
 
Prepaid expenses and other current assets
 
1,507,262
 
 
1,189,191
 
Total current assets
 
212,514,489
 
 
132,054,973
 
 
 
 
 
 
 
 
Property and equipment, net
 
18,586,549
 
 
9,356,148
 
 
 
 
 
 
 
 
Other assets
 
 
 
 
 
 
Deposits
 
347,416
 
 
298,616
 
Identifiable intangible assets
 
47,732,000
 
 
34,712,000
 
Goodwill
 
96,180,010
 
 
81,925,111
 
Total other assets
 
144,259,426
 
 
116,935,727
 
Total assets
$
375,360,464
 
$
258,346,848
 
 
 
 
 
 
 
 
Liabilities and Members' Equity
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
Accounts payable
$
6,339,555
 
$
5,781,316
 
Other payables and accrued expenses
 
9,764,128
 
 
4,438,728
 
Customer deposits
 
4,198,319
 
 
3,201,647
 
Notes payable - floor plan
 
157,483,121
 
 
97,934,361
 
Current portion of long-term debt
 
1,890,402
 
 
1,926,375
 
Total current liabilities
 
179,675,525
 
 
113,282,427
 
Long-term Liabilities
 
 
 
 
 
 
Other long-term liabilities
 
2,486,563
 
 
900,000
 
Warrant liability
 
52,223,000
 
 
19,036,000
 
Long-term debt, net of current portion and unamortized debt issuance costs
 
39,954,403
 
 
25,359,094
 
Total liabilities
 
274,339,491
 
 
158,577,521
 
 
 
 
 
 
 
 
Redeemable Preferred interest in subsidiary
 
79,965,097
 
 
71,695,134
 
 
 
 
 
 
 
 
Members' Equity:
 
 
 
 
 
 
Members' Equity attributable to One Water Marine Holdings, LLC
 
15,962,511
 
 
26,310,738
 
Equity attributable to non-controlling interests
 
5,093,365
 
 
1,763,455
 
Total liabilities and Members' Equity
$
375,360,464
 
$
258,346,848
 

The accompanying notes are an integral part of these consolidated financial statements.

F-23

TABLE OF CONTENTS

One Water Marine Holdings, LLC and Subsidiaries
Consolidated Statement of Operations

For the years ended September 30
2018
Restated
2017
Restated
Revenues
 
 
 
 
 
 
New boat sales
$
398,586,398
 
$
250,297,435
 
Pre-owned boat sales
 
140,930,595
 
 
98,320,366
 
Finance and insurance income
 
16,622,594
 
 
9,895,986
 
Service, parts and other sales
 
46,665,172
 
 
32,969,131
 
Total revenues
 
602,804,759
 
 
391,482,918
 
 
 
 
 
 
 
 
Cost of Sales (exclusive of depreciation and amortization shown separately below)
 
 
 
 
 
 
New boat sales
 
322,125,936
 
 
204,206,722
 
Pre-owned boat sales
 
116,457,214
 
 
83,115,286
 
Service, parts and other sales
 
26,567,920
 
 
18,460,223
 
Total cost of sales
 
465,151,070
 
 
305,782,231
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 
91,296,806
 
 
65,351,234
 
Depreciation and amortization
 
1,684,919
 
 
1,055,174
 
Income from operations
 
44,671,964
 
 
19,294,279
 
 
 
 
 
 
 
 
Other (income) expense
 
 
 
 
 
 
Interest expense - floor plan
 
5,533,977
 
 
2,685,826
 
Interest expense - other
 
3,836,084
 
 
2,265,850
 
Transaction costs
 
437,667
 
 
327,454
 
Change in fair value of warrant liability
 
33,187,000
 
 
18,056,827
 
Other (income) expense
 
(269,189
)
 
216,821
 
Total other expense
 
42,725,539
 
 
23,552,778
 
 
 
 
 
 
 
 
Net income (loss)
 
1,946,425
 
 
(4,258,499
)
 
 
 
 
 
 
 
Less: Net income attributable to non-controlling interest
 
829,910
 
 
13,455
 
Net income (loss) attributable to One Water Marine Holdings, LLC
 
1,116,515
 
 
(4,271,954
)
 
 
 
 
 
 
 
Redeemable Preferred interest, dividends and accretion
 
8,269,963
 
 
6,731,901
 
OneWater LLC Preferred distribution
 
225,412
 
 
128,679
 
Net loss attributable to common interest holders
$
(7,378,860
)
$
(11,132,534
)
Loss per unit attributable to common interest holders:
 
 
 
 
 
 
Basic
$
(97.95
)
$
(146.72
)
Diluted
$
(97.95
)
$
(146.72
)
 
 
 
 
 
 
 
Pro forma loss per unit attributable to common interest holders (unaudited):
 
 
 
 
 
 
Basic
$
 
 
 
 
 
Diluted
$
 
 
 
 
 

The accompanying notes are an integral part of these consolidated financial statements.

F-24

TABLE OF CONTENTS

One Water Marine Holdings, LLC and Subsidiaries
Consolidated Statements of Members’ Equity

 
 
Members' Equity
 
Redeemable
Preferred Interest
in Subsidiary
Common
Interest
OneWater LLC Preferred
Distribution
Non-controlling
interest in
Subsidiary
Total
Members' Equity
Balance at September 30, 2016
$
 
$
80,332,063
 
$
3,752,108
 
$
 
$
84,084,171
 
Non-controlling interest in subsidiary
 
 
 
 
 
 
 
1,750,000
 
 
1,750,000
 
Net (loss) income (restated)
 
 
 
(4,271,954
)
 
 
 
13,455
 
 
(4,258,499
)
Distributions to members
 
 
 
(47,072,847
)
 
(128,679
)
 
 
 
(47,201,526
)
Issuance of redeemable preferred interest in subsidiary, net of issuance costs of $2,057,594
 
64,963,233
 
 
 
 
 
 
 
 
 
Accumulated unpaid preferred returns
 
6,175,160
 
 
(6,175,160
)
 
 
 
 
 
(6,175,160
)
Accretion of redeemable preferred and issuance costs
 
556,741
 
 
(556,741
)
 
 
 
 
 
(556,741
)
Equity-based compensation
 
 
 
431,948
 
 
 
 
 
 
431,948
 
Balance at September 30, 2017 (restated)
$
71,695,134
 
$
22,687,309
 
$
3,623,429
 
$
1,763,455
 
$
28,074,193
 
Non-controlling interest in subsidiary
 
 
 
 
 
 
 
2,500,000
 
 
2,500,000
 
Net income (restated)
 
 
 
1,116,515
 
 
 
 
829,910
 
 
1,946,425
 
Distributions to members
 
 
 
(3,030,091
)
 
(225,412
)
 
 
 
(3,255,503
)
Accumulated unpaid preferred returns
 
7,737,216
 
 
(7,737,216
)
 
 
 
 
 
(7,737,216
)
Preferred issuance costs
 
(93,257
)
 
 
 
 
 
 
 
 
Accretion of redeemable preferred and issuance costs
 
626,004
 
 
(626,004
)
 
 
 
 
 
(626,004
)
Equity-based compensation
 
 
 
153,981
 
 
 
 
 
 
153,981
 
Balance at September 30, 2018
$
79,965,097
 
$
12,564,494
 
$
3,398,017
 
$
5,093,365
 
$
21,055,876
 

The accompanying notes are an integral part of these consolidated financial statements.

F-25

TABLE OF CONTENTS

One Water Marine Holdings, LLC and Subsidiaries
Consolidated Statements of Cash Flows

For the year ended September 30
2018
Restated
2017
Restated
Cash flows from operating activities
 
 
 
 
 
 
Net income (loss)
$
1,946,425
 
$
(4,258,499
)
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
 
 
 
 
 
 
Depreciation and amortization
 
1,684,919
 
 
1,055,174
 
Equity-based awards
 
153,981
 
 
431,948
 
Loss on asset disposals
 
(49,198
)
 
30,653
 
(Gain) loss on extinguishment of debt
 
(208,532
)
 
93,635
 
Change in fair value of long-term warrant liability
 
33,187,000
 
 
18,056,827
 
Non-cash interest expense
 
2,441,940
 
 
553,592
 
(Increase) decrease in assets:
 
 
 
 
 
 
Restricted cash
 
(404,127
)
 
948,486
 
Accounts receivable
 
(4,742,765
)
 
(1,745,382
)
Inventories
 
(39,857,784
)
 
(13,282,877
)
Prepaid expenses and other current assets
 
111,429
 
 
(301,728
)
Deposits
 
(48,800
)
 
(50,547
)
Increase (decrease) in liabilities:
 
 
 
 
 
 
Accounts payable
 
9,002
 
 
1,790,735
 
Other payables and accrued expenses
 
1,604,504
 
 
1,406,680
 
Customer deposits
 
(482,450
)
 
1,784,952
 
Net cash provided by (used in) operating activities
 
(4,654,456
)
 
6,513,649
 
Cash flows from investing activities
 
 
 
 
 
 
Purchases of property and equipment and construction in progress
 
(10,134,631
)
 
(4,111,846
)
Proceeds on disposal of property and equipment
 
 
 
61,080
 
Cash used in Acquisitions
 
(13,785,105
)
 
(19,253,480
)
Net cash used in investing activities
 
(23,919,736
)
 
(23,304,246
)
Cash flows from financing activities
 
 
 
 
 
 
Net borrowings from floor plan
 
35,421,450
 
 
6,968,162
 
Net payment (to) from related party
 
(300,000
)
 
1,569,256
 
Proceeds from long-term debt
 
7,045,500
 
 
11,464,495
 
Payments on long-term debt
 
(3,899,028
)
 
(21,042,728
)
Payments of debt issuance costs
 
(661,853
)
 
(707,201
)
Payments of preferred issuance costs
 
(93,257
)
 
(2,057,594
)
Issuance of redeemable preferred interest in subsidiary
 
 
 
68,000,000
 
Distributions to members
 
(3,255,503
)
 
(47,201,526
)
Net cash provided by financing activities
 
34,257,309
 
 
16,992,864
 
Net increase in cash
 
5,683,117
 
 
202,267
 
Cash at beginning of period
 
9,662,691
 
 
9,460,424
 
Cash at end of period
$
15,345,808
 
$
9,662,691
 
Supplemental cash flow disclosures
 
 
 
 
 
 
Cash paid for interest
$
6,928,120
 
$
4,398,082
 
 
 
 
 
 
 
 
Noncash items
 
 
 
 
 
 
Acquisition purchase price funded by long-term debt
$
9,000,000
 
$
 
Acquisition purchase price funded by seller notes payable
 
3,042,000
 
 
5,025,000
 
Acquisition purchase price funded by contingent consideration
 
2,644,272
 
 
900,000
 

The accompanying notes are an integral part of these consolidated financial statements.

F-26

TABLE OF CONTENTS

One Water Marine Holdings, LLC and Subsidiaries
Notes to the Consolidated Financial Statements

1 Description of Company and Basis of Presentation

Description of the Business

One Water Marine Holdings, LLC (“OneWater LLC” or the “Company”) was organized as a limited liability company under the law of the State of Delaware in 2014. OneWater LLC does not have revenue generating operations of its own and is dependent on the earnings and cash flows of its operating subsidiaries. After formation of OneWater LLC the assets of Singleton Marine and Legendary Marine were contributed in 2014 in exchange for an equity interest in OneWater LLC. Subsequently, the Company has completed the acquisition of 12 dealer groups comprised of 30 stores, as of September 30, 2018 and operates a total of 53 stores in eleven states, consisting of Alabama, Florida, Georgia, Kentucky, Maryland, Massachusetts, New York, North Carolina, Ohio, South Carolina, and Texas.

The Company is one of the largest recreational boat retailers in the United States. The Company engages primarily in the retail sale, brokerage, and service of new and used boats, motors, trailers, marine parts and accessories and offers slip and storage accommodations in certain locations. The Company also arranges related boat financing, insurance, and extended service contracts for customers with third-party lenders and insurance companies.

Operating results are generally subject to seasonal variations. Demand for products are generally highest during the third and fourth quarters of the fiscal year and, accordingly, revenues are generally expected to be higher during these periods. General economic conditions and consumer spending patterns can negatively impact the Company’s operating results. Unfavorable local, regional, national, or global economic developments or uncertainties could reduce consumer spending and adversely affect the Company’s business. Consumer spending on discretionary goods may also decline as a result of lower consumer confidence levels, even if prevailing economic conditions are otherwise favorable. Economic conditions in areas in which the Company operates stores, particularly in the Southeast, can have a major impact on the Company’s overall results of operations. Local influences, such as corporate downsizing, inclement weather such as hurricanes and other storms, environmental conditions, and other events could adversely affect the Company’s operations in certain markets and in certain periods. Any extended period of adverse economic conditions or low consumer confidence is likely to have a negative effect on the Company’s business.

Sales of new boats from the Company’s top ten manufacturers represents approximately 40.0% of total sales, making them major suppliers of the Company. Of this amount, Malibu Boats, Inc, including its brands Malibu, Axis, Cobalt and Pursuit, accounted for 13.4% of our consolidated revenue, for the fiscal year ended September 30, 2018. No manufacturer accounted for more than 10% of our sales during the fiscal year ended September 30, 2017. Used boats are usually trade-ins from retail customers who are purchasing a boat from the Company. As is typical in the industry, the Company contracts with most manufacturers, under renewable annual dealer agreements, each of which gives the right to sell various makes and models of boats within a given geographic region. Any change or termination of these agreements, or the agreements discussed above, for any reason, or changes in competitive, regulatory, or marketing practices, including rebate or incentive programs, could adversely affect results of operations.

Principles of Consolidation

The consolidated financial statements include the accounts of OneWater LLC and its wholly-owned subsidiaries. Additionally, the Company consolidates two subsidiaries with minority members: South Shore Assets and Operations (SSAO) and Bosun’s Assets and Operations (BAO). The Company maintains control over both SSAO and BAO as it has 100.0% voting rights of each entity but only a 75.0% ownership interest. Accordingly, the results of operations of SSAO and BAO have been included in the accompanying consolidated financial statements from the date of their respective acquisition and their minority interest in these subsidiaries has been recorded accordingly. Singleton Assets and Operations

F-27

TABLE OF CONTENTS

One Water Marine Holdings, LLC and Subsidiaries
Notes to the Consolidated Financial Statements

(SAO), Legendary Assets and Operations (LAO), South Florida Assets and Operations (SFAO), Midwest Assets and Operations (MAO), One Water Assets & Operations (OWAO), BAO and SSAO are collectively referred to herein as “the Company”. All significant intercompany accounts and transactions have been eliminated in consolidation.

Basis of Financial Statement Preparation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflect the consolidated accounts of OneWater LLC and wholly owned subsidiaries. All intercompany transactions have been eliminated in consolidation. In addition, certain reclassifications of amounts previously reported have been made to the accompanying consolidated financial statements in order to conform to current presentation. The Company operates on a fiscal year basis with the first day of the fiscal year being October 1, and the last day of the year ending on September 30. For ease of presentation, we may refer to the 12 month period ended September 30, 2018 and September 30, 2017 as Fiscal 2018 and Fiscal 2017, respectively. Additionally, since there are no differences between net income and comprehensive income, all references to comprehensive income have been excluded from the consolidated financial statements.

Unaudited Pro Forma Net Loss Per Unit Attributable to Common Interest Holders

Unaudited pro forma basic and diluted net loss per share has been computed to give effect of an additional           shares of common stock that would have been required to be issued to generate sufficient proceeds to fund the cash payment of current year dividends in excess of net income.

2 Summary of Significant Accounting Policies

Cash

At times the amount of cash on deposit may exceed the federally insured limit of the bank. Deposit accounts at each of the institutions are insured up to $250,000 by the Federal Deposit Insurance Corporation (FDIC). At September 30, 2018 and 2017, the Company exceeded FDIC limits at various institutions by approximately $12,639,000 and $6,972,000, respectively. The Company has not experienced any losses in such accounts and believes there is little to no exposure to any significant credit risk.

Restricted Cash

Restricted cash relates to amounts collected for pre-owned sales, in certain states, which are held in escrow on behalf of the respective buyers and sellers for future purchases of boats. Total customers deposits are shown as a liability on the consolidated balance sheets. These liabilities are more than the applicable restricted cash balances because in certain states the deposits are not restricted from use.

Fair Value of Financial Instruments

The Company’s financial instruments include cash, accounts receivable, accounts payable, other payables and accrued expenses and debt. The carrying values of cash, accounts receivable, accounts payable and other payables and accrued expenses approximate their fair values due to their short-term nature. The carrying value of debt approximates its fair value due to the debt agreements bearing interest at rates that approximate current market rates for debt agreements with similar maturities and credit quality.

Inventories

Inventories are stated at the lower of cost or net realizable value. The cost of the new and used boat inventory is determined using the specific identification method. In assessing lower of cost or net realizable value the Company considers the aging of the boats, historical sales of a brand and current market conditions. The cost of parts and accessories is determined using the weighted average cost method.

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Notes to the Consolidated Financial Statements

Vendor Consideration Received

Consideration received from vendors is accounted for in accordance with FASB Accounting Standards Codification 605-50, “Revenue Recognition - Customer Payments and incentives” (“ASC 605-50”). Pursuant to ASC 605-50, manufacturer incentives based upon cumulative volume of sales and purchases are recorded when the amounts are probable and reasonably estimable and recorded as a reduction of inventory cost and related cost of sales. Pursuant to ASC 605-50, amounts received by us under our co-op assistance programs from our manufacturers are netted against related advertising expenses.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Depreciation of property and equipment is calculated using a straight-line method over the estimated useful lives. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Maintenance and repairs are charged to expense as incurred. Leasehold improvements are amortized over the shorter of the lease period or the estimated useful lives. The estimated useful lives of assets are as follows:

 
Years
Automobiles and trucks
 
5
 
Buildings and improvements
 
10-39
 
Leasehold improvements
 
15
 
Machinery and equipment
 
5-7
 
Office equipment
 
5-7
 

Expenditures for property and equipment or additions and major improvements that extend the useful life of assets are capitalized. Minor replacements, maintenance and repairs which do not extend the useful life of an asset are expensed as incurred. Property and equipment is reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. Management believes there are no long-lived assets which are considered to be impaired at September 30, 2018 and 2017.

The carrying value of property and equipment and other long-term assets (other than goodwill and indefinite life intangible assets) is evaluated for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If such an indication is present, the carrying amount of the asset is compared to the estimated undiscounted cash flows related to that asset. The Company would conclude that an asset is impaired if the sum of such expected future cash flows is less than the carrying amount of the related asset. If an asset is impaired, the impairment loss would be the amount by which the carrying amount of the related asset exceeds its fair value.

Lease Commitments

The Company leases certain land, buildings, machinery, equipment, wet slips and vehicles related to its dealership’s operations under third-party operating leases. Certain leases include provisions for renewal periods and rent escalations. Rent expense under these agreements and month-to-month rentals were recognized on a straight-line basis and totaled approximately $8,032,000 and $5,956,000 for the fiscal years ended September 30, 2018 and 2017, respectively.

Goodwill and Other Identifiable Intangible Assets

Goodwill and intangible assets are accounted for in accordance with FASB Accounting Standards Codification 350, “Intangibles - Goodwill and Other” (“ASC 350”), which provides that the excess of cost over the fair value of the net assets of businesses acquired is recorded as goodwill. For the years ended September 30, 2018 and 2017 the Company completed a combined total of seven acquisitions and recorded $14.3 million and $10.0 million in goodwill, and $13.0 million and $13.0 million in intangible assets, respectively. In total, current and previous acquisitions have resulted in the recording of $96.2 million in goodwill and $47.7 million in intangible assets.

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Notes to the Consolidated Financial Statements

In accordance with ASC 350, goodwill and indefinite lived intangible assets are tested for impairment at least annually, or more frequently when events or circumstances indicate that impairment might have occurred. ASC 350 also states that if an entity determines, based on an assessment of certain qualitative factors, that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then a quantitative goodwill impairment test is unnecessary.

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment,” that removes the step two of the goodwill impairment test, which requires a hypothetical purchase price allocation. Under the new guidance, a goodwill impairment is now the amount by which a reporting unit’s carrying value exceeds its fair value. The guidance is effective for annual and interim periods in fiscal years beginning after December 15, 2019 with early adoption permitted for any goodwill impairment tests performed after January 1, 2017. We early adopted ASU 2017-04 and the guidance has been applied for all goodwill impairment tests performed after January 1, 2017. We early adopted ASU 2017-04 and the guidance has been applied for all goodwill impairment tests performed after January 1, 2017.

The Company engaged a valuation specialist to assist management in performing a qualitative assessment used in testing goodwill for impairment. Based on this assessment, management concluded that it was more likely than not that the fair value of the reporting unit was greater than its carrying amount at September 30, 2018 and 2017. As a result, no impairment for goodwill was required for the years ended September 30, 2018 and 2017.

Sales Tax

The Company collects sales tax on all of the Company’s sales to nonexempt customers and remits the entire amount to the states that imposed the sales tax on and concurrent with specific sales transactions. The Company’s accounting policy is to exclude the tax collected and remitted to the states from revenues and cost of sales.

Advertising Costs

We expense advertising and promotional costs as incurred and include them in selling, general, and administrative expenses in the accompanying consolidated statements of operations. Pursuant to ASC 605-50, we net amounts received under our co-op assistance programs from our manufacturers against the related advertising expenses. Advertising costs are expensed as incurred. Total advertising costs for the years ended September 30, 2018 and 2017, were approximately $4,800,000 and $3,655,000, net of related co-op assistance of approximately $789,000 and $305,000, respectively.

Equity-Based Compensation

Equity-based compensation plans are accounted for following the provisions of FASB Accounting Standards Codification 718, “Compensation — Stock Compensation” (“ASC 718”). Equity-based awards are designed to reward employees for their long-term contributions to the Company and to provide incentives for them to remain with the Company. Valuation models are used to value all equity-based compensation. Compensation for awards is measured at fair value on the grant date based on the number of shares expected to vest. The Company recognizes compensation cost for all awards on a straight-line basis over the requisite service period of the award.

Revenue Recognition

Revenue is recognized from the sale of products and commissions earned on new and pre-owned boats (including used, brokerage and consignment) when ownership is transferred to the customer. Revenue from new, used and consignment sales is recorded at the gross sales price, while revenue from brokerage transactions is recorded on a net basis. Revenue from sales of parts, accessories, and supplies is recognized when they are delivered to the customer. Service revenue, including repairs under manufacturers’ warranties, is recognized when the customer accepts the serviced boat. Deferred revenue from storage and marina operations on a straight-line basis over the term of the contract as services are

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Notes to the Consolidated Financial Statements

completed. Revenue from arranging financing, insurance and extended warranty contracts to customers through various third-party financial institutions and insurance companies is recognized when the related boats are sold. A chargeback fee may be assessed in the event of an early cancellation of a loan or insurance contract by the customer. The Company does not currently maintain a chargeback reserve as these amounts are not material to the consolidated financial statements taken as a whole. Deposits received from customers are recorded as a liability on the balance sheet until the related sales orders have been fulfilled by the Company.

Per Share Data

Basic earnings (loss) per common interest is computed by dividing net income (loss) attributable to common interest holders by the weighted-average common units outstanding during the period. Diluted earnings (loss) per common interest is computed by dividing net earnings (loss) attributable to common interest holders by the weighted-average common units and common unit equivalents outstanding during the period. Earnings (loss) attributable to common interest holders reflects accretion of redeemable preferred interest in subsidiary, dividends and issuance costs.

The following table illustrates the dilutive effect of profits in interest unit agreements and common warrants outstanding:

 
2018
2017
Common units outstanding
 
75,333
 
 
75,000
 
Weighted average common unit equivalents outstanding
 
28,371
 
 
25,379
 
Diluted common unit equivalents
 
103,704
 
 
100,379
 

For the fiscal years ended September 30, 2018 and 2017, the diluted common unit equivalents were not utilized in calculating loss per unit attributable to common interest holders as the impact would be anti-dilutive.

Income Taxes

No provision for income taxes is made in the accompanying consolidated financial statements since the Company, as a limited liability company (LLC), is treated as a partnership for federal and state income tax purposes whereby the members are responsible for recording their proportionate share of the Company’s income or loss in their tax returns.

Management does not believe there are any uncertain tax positions as defined by FASB Accounting Standards Codification (ASC) 740, “Income Taxes”, at September 30, 2018 and 2017.

The Company could be subject to income tax examinations for its U.S. federal and state income tax returns for the current tax year and previous filings for tax years 2017, 2016, and 2015, which are still open under the statute of limitations.

Loan costs

The Company accounts for its loan costs in accordance with FASB ASU No. 2015-03, “Interest-Imputation Subtopic (835-30): Simplifying the Presentation of Debt Issuance Costs”, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction of the carrying amount of that debt liability.

Loan closing costs are amortized to interest expense on a straight-line basis over the life of the loan, which approximates the effective interest method.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of

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Notes to the Consolidated Financial Statements

revenues and expenses during the periods presented. Actual results could differ materially from these estimates. Estimates and assumptions are reviewed periodically, and the effects of any revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant estimates made in the accompanying consolidated financial statements include, but are not limited to, those relating to inventory mark downs, certain assumptions related to intangible and long-lived assets, share based compensation, fair value of warrants and accruals for expenses relating to business operations.

Segment Information

As of September 30, 2018, and 2017, the Company had one operating segment. The marine retail segment consists of retail boat dealerships offering the sale of new and pre-owned boats, arrangement of finance and insurance products, performance of repair and maintenance services and offers marine related parts and accessories. The marine retail business has discrete financial information and is regularly reviewed by the Company’s chief operating decision maker (CODM) to assess performance and allocate resources. The Company has identified its Chief Executive Officer as its CODM and has determined its marine retail operating segment is its reporting unit and is also the reportable segment.

3 New Accounting Pronouncements

As an “emerging growth company” (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflects this election.

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), as subsequently amended, a converged standard on revenue recognition. The new pronouncement requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also specifies the accounting for some costs to obtain or fulfil a contract with a customer, as well as enhanced disclosure requirements. ASU 2014-09 is effective for a public company’s annual reporting periods beginning after December 15, 2017. As an EGC the Company has elected to adopt ASU 2014-09 following the effective dates for private companies beginning with annual reporting periods beginning after December 15, 2018, including interim reporting periods within that reporting period. The Company is currently in the process of evaluating the effects of this pronouncement on its consolidated financial statements, related disclosures and internal controls over financial reporting. The Company plans to adopt ASU 2014-09 in the first quarter of fiscal year 2020.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). This update requires organizations to recognize lease assets and lease liabilities on the balance sheet and discloses key information about leasing arrangements. ASU 2016-02 is effective for a public company’s annual reporting periods beginning on or after December 15, 2018, and interim periods within those annual periods. As an EGC the Company has elected to adopt ASU 2016-02 following the effective dates for private companies beginning with annual reporting periods beginning after December 15, 2019, including interim reporting periods within that reporting period, earlier application is permitted. The Company is currently in the process of evaluating the effects of this pronouncement on its consolidated financial statements, related disclosures and internal controls over financial reporting. The Company plans to adopt ASU 2016-02 in the first quarter of fiscal year 2021 and expects the adoption of ASU 2016-02 to have a significant and material impact on the consolidated balance sheet given the current lease agreements for the Company’s stores. Based on the current assessment, it is expected that most of the operating lease commitments will be subject to the new guidance and recognized as operating lease liabilities and right-of use assets upon adoption, resulting in a material increase in the assets and liabilities recorded on the consolidated balance sheet. The Company is continuing its assessment, which may

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Notes to the Consolidated Financial Statements

identify additional impacts this standard will have on the consolidated financial statements and related disclosures and internal control over financial reporting.

In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718)” (“ASU 2016-09”). This update is part of the FASB’s Simplification Initiative. The objective of the Simplification Initiative is to identify, evaluate, and improve areas of GAAP for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. This guidance is effective for public companies prospectively for fiscal years beginning after December 15, 2017, with early adoption permitted for any interim or annual periods. As an EGC the Company has elected to early adopt ASU 2016-09, reflecting the adoption for all periods presented.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230)” (“ASU 2016-15”). Additionally, in November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)” (“ASU 2016-18”). These updates require organizations to reclassify certain cash receipts and cash payments within the Statement of Cash Flows and modify the classification and presentation of restricted cash. These ASU’s are effective for a public company’s annual reporting periods beginning on or after December 15, 2017, and interim periods within those annual periods. As an EGC, the Company has elected to adopt these ASU’s following the effective dates for private companies beginning with annual reporting periods beginning after December 15, 2018, including interim reporting periods within that reporting period. The Company is currently in the process of evaluating the effects of this pronouncement on its consolidated financial statements, related disclosures and internal controls over financial reporting. The Company plans to adopt ASU 2016-15 and ASU 2016-18 in fiscal 2021.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805)” (“ASU 2017-01”). This update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. As an EGC the Company has elected to adopt ASU 2017-01 following the effective dates for private companies beginning with annual reporting periods beginning after December 15, 2018, including interim reporting periods within that reporting period. The Company is currently in the process of evaluating the effects of this pronouncement on its consolidated financial statements, related disclosures and internal controls over financial reporting. The Company plans to adopt ASU 2017-01 in the first quarter of fiscal year 2020.

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill impairment (Topic 350)” (“ASU 2017-04”). This update removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. As a result, under ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the impairment loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This guidance is effective for public companies prospectively for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. As an EGC the Company has elected to early adopt ASU 2017-04 with annual impairment tests performed after January 1, 2017.

4 Investors

On October 28, 2016, the Company entered into equity and debt terms with Goldman Sachs & Co. (GS) and OWM BIP Investor, LLC (BIP). The Company issued 68,000 shares of preferred units, in its wholly owned subsidiary OWAO, in exchange for $67,020,827 in cash consideration. Additionally, the Company issued 25,000 OneWater LLC common unit warrants in exchange for $979,173 in cash consideration. The proceeds were used to repay $20,433,261 in outstanding notes payable, $2,210,562 in line of credit borrowings, $1,000,000 in related party payables and $41,344,532 in equity distributions to the members of the Company, net of $1,500,000 in satisfaction of a related party advance. In

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Notes to the Consolidated Financial Statements

completing the transaction, the Company incurred costs related to the equity syndication of $2,057,594 and debt issuance costs of $865,960. The remaining funds were held by the Company for working capital use.

As part of the transaction the Company entered into a $20,000,000 multi-draw term loan. The loans are subject to an applicable interest rate of 10.0% per annum. The multi-draw term loan shall be repaid in equal consecutive quarterly payments in the annual amount equal to 5.0% of the aggregate principal amount outstanding immediately prior to December 31, 2019. The loans mature on October 28, 2021 and the full principal and loan balance is due in full on that date. The combined loan is subject to an excess cash flow provision in which the loan amount shall be paid down by the excess cash flow starting for the fiscal year ending September 30, 2017. The loan is collateralized by all real, personal and mixed property (including capital units) of the Company.

On February 1, 2018, the Company expanded the multi-draw term loan with GS and BIP. The maximum available under the facility was increased from $20,000,000 to $50,000,000. The applicable interest rate, maturity, terms, conditions and covenants were unchanged.

Under the agreement, the Company is required to be in compliance with various financial covenants. The Company was in compliance with these covenants as of September 30, 2018 and 2017.

5 Acquisitions

In the years ended September 30, 2018 and 2017, the Company has completed acquisitions of multiple retail boat dealer groups in the United States. The results of operations of acquisitions are included in the accompanying financial statements from the acquisition date forward. The purchase price of acquisitions was allocated to identifiable tangible assets and intangible assets acquired based on their estimated fair values at the acquisition date, with the excess being allocated to goodwill. Costs related to acquisitions are included in transaction costs and primarily relate to legal, accounting, and valuation fees, which are charged directly to operations in the accompanying consolidated statements of operations as incurred in the amount of $437,667 and $327,454 for the years ended September 30, 2018 and 2017, respectively.

The following unaudited pro forma results of operations for the fiscal years ended September 30, 2018 and 2017 assumes that the all 2018 and 2017 acquisitions were completed on October 1, 2016.

 
2018
2017
Pro forma revenues
$
654,050,759
 
$
545,565,945
 
Pro forma net loss attributable to common interest holders
 
(5,355,448
)
 
(6,501,145
)
Pro forma loss per share:
 
 
 
 
 
 
Basic
$
(71.09
)
$
(86.68
)
Diluted
$
(71.09
)
$
(86.68
)

Included in our results for the fiscal year ended September 30, 2018, the 2018 acquisitions contributed $68.4 million to our consolidated revenue and $6.1 million to our net income, respectively. Included in our results for the fiscal year ended September 30, 2017, the 2017 acquisitions contributed $87.5 million to our consolidated revenue and $1.6 million to our net income, respectively.

Acquisitions completed during the year ended September 30, 2018:

On February 1, 2018, the Company purchased substantially all the assets of Texas Marine (“Texas Marine”), a Texas based boat retailer. The acquisition expands the Company’s presence in the state of Texas, expands the Company’s product offering and strengthens its market share in a top boating market. The purchase price was $11,809,230, with $8,349,958 paid at closing, $815,000 financed through a note payable to the seller bearing interest at a rate of 4.5% per year and an estimated payment of contingent consideration of $2,644,272. The estimated contingent consideration is based on the performance of the acquired assets. The amount of contingent consideration has been included in other payables and

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Notes to the Consolidated Financial Statements

accrued expenses and other long-term liabilities. The note is payable in one lump sum three years from the closing date, with interest payments due quarterly.

The table below summarizes the fair values of the assets acquired at the acquisition date, including the goodwill recorded as a result of this transaction.

Assets acquired
 
 
 
Boat Inventory
$
9,713,481
 
Parts Inventory
 
430,819
 
Prepaid expenses
 
198,147
 
Property and equipment
 
148,625
 
Identifiable intangible assets
 
3,777,000
 
Goodwill
 
6,886,249
 
Total assets acquired
$
21,154,321
 
   
 
 
 
Liabilities
 
 
 
Accounts Payable
$
371,254
 
Customer deposits
 
245,366
 
Accrued expenses
 
242,151
 
Notes payable - floor plan financing
 
8,486,320
 
Total liabilities assumed
 
9,345,091
 
Net assets acquired
$
11,809,230
 
   
 
 
 
Consideration exchanged
 
 
 
Cash paid to seller ($8.0 million funded by long-term debt)
$
8,349,958
 
Seller's contingent liability
 
2,644,272
 
Seller's note payable
 
815,000
 
Total consideration exchanged
$
11,809,230
 

On April 1, 2018, the Company purchased substantially all the assets of Spend-A-Day Marina (“Spend-A-Day”), an Ohio based boat retailer. The acquisition expands the Company’s presence in the state of Ohio and expands its product offering. The purchase price was $7,664,963, with $6,664,963 paid at closing and $1,000,000 financed through a note payable to the seller bearing interest at a rate of 5.5% per year. The note is payable in one lump sum three years from the closing date, with interest payments due quarterly.

The table below summarizes the fair values of the assets acquired at the acquisition date, including the goodwill recorded as a result of this transaction.

Assets acquired
 
 
 
Inventory
$
6,214,059
 
Parts
 
376,813
 
Prepaid expenses
 
98,451
 
Property and equipment
 
459,096
 
Identifiable intangible assets
 
4,568,000
 
Goodwill
 
1,000,250
 
Total assets acquired
$
12,716,669
 
   
 
 
 
Liabilities
 
 
 
Customer deposits
$
369,514
 
Accrued and other expenses
 
86,185
 
Notes payable - floor plan financing
 
4,596,007
 
Total liabilities assumed
 
5,051,706
 
Net assets acquired
$
7,664,963
 
   
 
 
 
Consideration exchanged
 
 
 
Cash paid to seller ($1.0 million funded by long-term debt)
$
6,664,963
 
Seller's note payable
 
1,000,000
 
Total consideration exchanged
$
7,664,963
 

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Notes to the Consolidated Financial Statements

On June 1, 2018, the Company purchased substantially all the assets of Bosun’s Marine, (“Bosun’s”), a Massachusetts based boat retailer through its subsidiary BAO. The acquisition expands the Company’s presence to include the state of Massachusetts and expands its product offering. The former owners of Bosun’s invested $2,500,000 of the purchase price to obtain a 25.0% ownership interest in the subsidiary BAO. The Company maintains control over BAO as it has 100.0% of the voting rights of the entity but only a 75.0% ownership interest. The purchase price was $9,207,895 subject to a working capital adjustment, with $6,707,895 cash consideration paid at closing and $2,500,000 reinvested in BAO. Additionally, the purchase agreement contained an earnout provision whereby an additional payment was due should BAO’s operating results exceed a threshold. The operations exceeded the threshold and an additional payment of $1,227,000 is due the seller. The earnout payment is to be repaid in the form of a sellers note payable bearing interest at 4.5%. The note is payable in one lump sum three years from the closing date, with interest payments due quarterly.

The table below summarizes the fair values of the assets acquired at the acquisition date, including the goodwill recorded as a result of this transaction.

Assets acquired
 
 
 
Boat Inventory
$
11,900,405
 
Parts inventory
 
518,075
 
Prepaid expenses
 
132,902
 
Property and equipment
 
123,770
 
Identifiable intangible assets
 
4,675,000
 
Goodwill
 
6,368,400
 
Total assets acquired
$
23,718,552
 
   
 
 
 
Liabilities
 
 
 
Accounts payable
$
177,983
 
Customer deposits
 
864,242
 
Accrued and other expenses
 
134,160
 
Notes payable - floor plan financing
 
11,044,983
 
Total liabilities assumed
 
12,221,368
 
Net assets acquired
$
11,497,184
 
   
 
 
 
Consideration exchanged
 
 
 
Cash paid to seller
$
7,770,184
 
Seller note payable
 
1,227,000
 
Non-controlling interest in BAO
 
2,500,000
 
Total consideration exchanged
$
11,497,184
 

Acquisitions completed during the year ended September 30, 2017:

On November 1, 2016, the Company purchased Destin Sunrise Marine, Inc. and Sunrise Marine of Alabama, Inc. (“Sundance Marine”), a Florida and Alabama boat retailer. The acquisition expands the Company’s presence in North Florida and Alabama, expands the Company’s product offering and strengthens its market share in a top boating market. The purchase price was $6,852,321, with $5,452,321 paid at closing, $1,400,000 financed through a note payable to the seller bearing interest at a rate of 6.0% per year. The note is payable in one lump sum three years from the closing date, with interest payments due quarterly.

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The table below summarizes the fair values of the assets acquired at the acquisition date, including the goodwill recorded as a result of this transaction.

Assets acquired
 
 
 
Inventory
$
5,535,616
 
Property and equipment
 
52,932
 
Identifiable intangible assets
 
3,574,000
 
Goodwill
 
2,513,066
 
Total assets acquired
$
11,675,614
 
   
 
 
 
Liabilities
 
 
 
Notes payable - floor plan financing
$
4,823,293
 
Total liabilities assumed
 
4,823,293
 
Net assets acquired
$
6,852,321
 
   
 
 
 
Consideration exchanged
 
 
 
Cash paid to seller
$
5,452,321
 
Seller's note payable
 
1,400,000
 
Total consideration exchanged
$
6,852,321
 

On December 1, 2016, the Company purchased Marina Mike’s, LLC. (“Marina Mikes”), a Florida boat retailer. The acquisition establishes a presence on the west coast of Florida, expands the Company’s product offering and positions in a top boating market. The purchase price was $4,544,315, with $2,419,315 paid at closing and $2,125,000 financed through a note payable to the seller bearing interest at a rate of 5.0% per year. The note is payable in one lump sum forty two months from the closing date, with interest payments due quarterly.

The table below summarizes the fair values of the assets acquired at the acquisition date, including the goodwill recorded as a result of this transaction.

Assets acquired
 
 
 
Inventory
$
5,215,650
 
Property and equipment
 
1,260,188
 
Identifiable intangible assets
 
1,577,000
 
Goodwill
 
1,412,812
 
Total assets acquired
$
9,465,650
 
   
 
 
 
Liabilities
 
 
 
Notes payable - floor plan financing
$
4,921,335
 
Total liabilities assumed
 
4,921,335
 
Net assets acquired
$
4,544,315
 
   
 
 
 
Consideration exchanged
 
 
 
Cash paid to seller
$
2,419,315
 
Seller's note payable
 
2,125,000
 
Total consideration exchanged
$
4,544,315
 

On March 1, 2017, the Company purchased Lab Marine, Inc, d/b/a Grande Yachts (“Grande Yachts”), a recreational boat retailer. With the acquisition the Company enters into the Northeastern

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Notes to the Consolidated Financial Statements

boating market and expands its presence on the east coast of Florida, expands the Company’s product offering and strengthens its market share in a top boating market. The purchase price was $7,853,997, subject to a working capital adjustment, with $5,453,997 cash consideration paid at closing, $900,000 financed through a contingent payment (included in other long-term liabilities) to seller, $1,500,000 financed through a note payable to the seller bearing interest at a rate of 6.0% per year with the outstanding principal balance due after four years.

The table below summarizes the fair values of the assets acquired at the acquisition date, including the goodwill recorded as a result of this transaction.

Assets acquired
 
 
 
Inventory
$
11,358,177
 
Property and equipment
 
64,455
 
Identifiable intangible assets
 
3,658,000
 
Goodwill
 
3,781,045
 
Total assets acquired
$
18,861,677
 
   
 
 
 
Liabilities
 
 
 
Notes payable - floor plan financing
$
11,007,680
 
Total liabilities assumed
 
11,007,680
 
Net assets acquired
$
7,853,997
 
   
 
 
 
Consideration exchanged
 
 
 
Cash paid to seller
$
5,453,997
 
Seller's contingent liability
 
900,000
 
Seller's note payable
 
1,500,000
 
Total consideration exchanged
$
7,853,997
 

On August 1, 2017, the Company purchased South Shore Marine Services, Inc., (“South Shore Marine”), an Ohio based boat retailer through its subsidiary SSAO. The acquisition provides an entrance into the state of Ohio, expands the Company’s product offering and establishes a presence in the Mid-West boating market. The former owners of South Shore Marine invested $1,750,000 of the purchase price to obtain a 25% ownership interest in the subsidiary SSAO. The Company maintains control over SSAO as it has 100.0% of the voting rights of the entity but only a 75.0% ownership interest. The purchase price was $7,677,848, subject to a working capital adjustment, with $5,677,848 cash consideration paid at closing, $1,750,000 reinvested in SSAO and $250,000 holdback to settle working capital adjustments.

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Notes to the Consolidated Financial Statements

The table below summarizes the fair values of the assets acquired at the acquisition date, including the goodwill recorded as a result of this transaction.

Assets acquired
 
 
 
Accounts receivable
$
173,621
 
Prepaid expenses
 
115,387
 
Inventory
 
4,952,285
 
Property and equipment
 
573,315
 
Identifiable intangible assets
 
4,223,000
 
Goodwill
 
2,278,685
 
Total assets acquired
$
12,316,293
 
   
 
 
 
Liabilities
 
 
 
Accounts payable and accrued expenses
$
122,538
 
Customer deposits
 
196,460
 
Notes payable - floor plan financing
 
4,319,447
 
Total liabilities assumed
 
4,638,445
 
Net assets acquired
$
7,677,848
 
   
 
 
 
Consideration exchanged
 
 
 
Cash paid to seller
$
5,677,848
 
Holdback for working capital adjustments
 
250,000
 
Non-controlling interest in SSAO
 
1,750,000
 
Total consideration exchanged
$
7,677,848
 
   
 
 
 
6 Accounts Receivable

The accounts receivable balance at September 30, 2018 and 2017, represents trade and other receivables. Accounts receivable primarily consists of contracts in transit. These amounts represent anticipated funding from the loan agreement customers execute at the store when they purchase their new or preowned boat. These finance contracts are typically funded within 30 days. Trade receivables include amounts due from customers on the sale of boats, parts, service, and storage. Amounts due from manufacturers represent receivables for various manufacturer incentive programs and parts and service work performed pursuant to the manufacturers’ warranties.

Accounts Receivable consisted of the following at September 30:

 
2018
2017
Contracts in transit
$
5,449,296
 
$
2,435,530
 
Trade and other accounts receivable
 
3,518,646
 
 
1,986,568
 
Manufacturer receivable
 
1,920,622
 
 
1,423,701
 
Total accounts receivable
$
10,888,564
 
$
5,845,799
 

As of September 30, 2018 and 2017, all accounts receivable amounts are deemed collectible. Management closely monitors outstanding accounts receivable for collectability based on the age of the receivable and the history of past collections and will write off any balances that are considered to be uncollectable. Historically, these amounts were immaterial and as a result the Company does not maintain an allowance for doubtful accounts.

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Notes to the Consolidated Financial Statements

7 Inventories

Inventories consisted of the following at September 30:

 
2018
2017
New vessels
$
158,909,427
 
$
98,132,149
 
Used vessels
 
18,855,811
 
 
12,677,416
 
Work in process, parts and accessories
 
6,596,058
 
 
4,540,295
 
Total inventories
$
184,361,296
 
$
115,349,860
 
8 Property and Equipment

Property and equipment consisted of the following as of September 30:

 
2018
2017
Land
$
4,639,860
 
$
1,066,000
 
Buildings and improvements
 
2,401,752
 
 
336,438
 
Leasehold improvements
 
3,558,017
 
 
1,802,461
 
Machinery and equipment
 
3,836,707
 
 
2,565,442
 
Office equipment
 
2,757,749
 
 
1,706,706
 
Automobiles and trucks
 
3,218,675
 
 
3,008,674
 
Construction in progress
 
1,255,952
 
 
361,450
 
 
 
21,668,712
 
 
10,847,171
 
Less accumulated depreciation
 
(3,082,163
)
 
(1,491,023
)
 
$
18,586,549
 
$
9,356,148
 

For the years ended September 30, 2018 and 2017, depreciation and amortization expense totaled $1,684,919 and $1,055,147, respectively.

9 Identifiable Intangible Assets

Intangible assets are initially measured at fair value on the date of an acquisition and consisted of the following at September 30:

 
Intangibles
Balance as of September 30, 2016
$
21,680,000
 
Intangibles acquired during the year
 
13,032,000
 
Balance as of September 30, 2017
$
34,712,000
 
Intangibles acquired during the year
 
13,020,000
 
Balance as of September 30, 2018
$
47,732,000
 

Identifiable intangible assets consist of trade names related to the acquisitions the Company has completed. It has been determined that trade names have an indefinite life, as there is no economic, contractual or other factors that limit their useful lives and they are expected to generate value as long as the trade name is utilized by the dealer group.

Identifiable intangibles are deemed to have indefinite lives and therefore are not subject to amortization. The Company reviews intangible assets for impairment annually in the fourth quarter, or more often if events or circumstances indicate that impairment may have occurred. Financial statement risk exists to the extent identifiable intangibles become impaired due to the decrease in the fair value of the identifiable assets.

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Notes to the Consolidated Financial Statements

10 Goodwill

Goodwill is initially measured at fair value on the date of an acquisition and consisted of the following at September 30:

 
Goodwill
Balance as of September 30, 2016
$
71,927,359
 
Goodwill acquired during the year
 
9,997,752
 
Balance as of September 30, 2017
$
81,925,111
 
Goodwill acquired during the year
 
14,254,899
 
Balance as of September 30, 2018
$
96,180,010
 

Goodwill is recognized to the extent that the purchase price of the acquisition exceeds the estimated fair value of the net assets acquired, including other identifiable intangible assets. Goodwill is an asset representing operational synergies and future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. In accordance with ASC 350, goodwill is tested for impairment at least annually, or more frequently when events or circumstances indicate that impairment might have occurred.

The Company reviews goodwill for impairment annually in the fourth quarter, or more often if events or circumstances indicate that impairment may have occurred. The Company has elected to early adopt ASU 2017-04, accordingly, in evaluating goodwill for impairment, if the fair value of a reporting unit is less than its carrying value, the difference would represent the amount of required goodwill impairment. To the extent the reporting unit’s earnings decline significantly or there are changes in one or more of these inputs that would result in a lower valuation, it could cause the carrying value of the reporting unit to exceed its fair value and thus require OneWater LLC to record goodwill impairment. The Company engaged a valuation specialist to assist management in performing a qualitative assessment used in testing goodwill for impairment. Based on this assessment, management concluded that it was more likely than not that the fair value of the reporting unit was greater than its carrying amount at September 30, 2018 and 2017. As a result, no impairment for goodwill was required for the years ended September 30, 2018 and 2017.

11 Other Payables and Accrued Expenses

Other payables and accrued expenses consisted of the following at September 30:

 
2018
2017
Payroll accrual
$
3,406,897
 
$
1,796,675
 
Sales taxes payable
 
1,430,610
 
 
832,503
 
Other payables and accrued expenses
 
1,096,120
 
 
1,255,958
 
Acquisition contingent consideration
 
1,057,709
 
 
 
Accrued interest
 
2,772,792
 
 
553,592
 
 
$
9,764,128
 
$
4,438,728
 
12 Notes Payable — Floor Plan

The Company maintains an ongoing wholesale marine products inventory financing program with a syndicate of banks and administered by Wells Fargo Commercial Distribution Finance, LLC (Wells Fargo). The facility provides a capacity of $275,000,000 and $200,000,000, to purchase new and used inventory (boats, engines, and trailers), as of September 30, 2018 and 2017, respectively. The outstanding balance of the facility was $157,483,121 and $97,934,361, as of September 30, 2018 and 2017, respectively. Interest on new boats is calculated using the one month LIBOR rate plus an applicable margin of 2.75% to 5.00% depending on the days the boat has been in inventory. Interest on used boats is calculated at the new boat rate plus 0.25%. Wells Fargo will finance 100.0% of the vendor invoice price for new boats,

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Notes to the Consolidated Financial Statements

engines and trailers. The advances are subject to a curtailment payment of 2.0% at 270 days and an additional 2.0% each month thereafter. All boats and engines are on a pay as sold program. Trailers are on a scheduled liquidation program and are paid in 1/3 increments at 90, 120 and 150 days on inventory. All unsold financed units are held as collateral.

13 Long-term Debt and Line of Credit

As part of the transaction with GS and BIP, the Company entered into a $20,000,000 multi-draw term loan. The loans are subject to an applicable interest rate of 10.0% per annum. The multi-draw term loan is also subject to a 0.5% unused line fee. The multi-draw term loan shall be repaid in equal consecutive quarterly payments in the annual amount equal to 5.0% of the aggregate principal amount outstanding immediately prior to December 31, 2019. The loan matures on October 28, 2021 and the full principal and any accrued unpaid interest is due in full on that date.

On February 1, 2018, the Company expanded the multi-draw term loan with GS and BIP. The maximum available under the facility was increased from $20,000,000 to $50,000,000. The applicable interest rate, maturity, terms, conditions and covenants were unchanged.

As part of the transaction with GS and BIP, the Company entered into a $5,000,000 revolving line of credit. Advances on the line are subject to an applicable interest rate of 10.0% per annum. Repayments on the revolving line of credit can be made at any time. The loan matures on October 28, 2021 and the full principal and any accrued unpaid interest is due in full on that date.

The term loan and revolving line of credit are collateralized by all real, personal and mixed property (including capital units) of the Company. Under the agreement, the Company is required to be in compliance with various financial covenants. The Company was in compliance with these covenants as of September 30, 2018 and 2017.

The table below summarizes the key terms and outstanding balances of long-term debt as of September 30:

 
2018
2017
Multi-draw term note payable to Goldman Sachs Specialty Lending Group, L.P. and OWM BIP Investor, LLC, secured and bearing interest at 10.0% per annum. The note requires payments of principal and interest, as discussed above, and is due on October 28, 2021
$
28,604,889
 
$
13,500,000
 
 
 
 
 
 
 
 
Note payable to Rambo Marine, Inc., unsecured and bearing interest at 7.5% per annum. The note requires annual interest payments, with a balloon payment of principal due on July 1, 2020. The note was paid in full subsequent to year end.
 
3,132,500
 
 
3,132,500
 
 
 
 
 
 
 
 
Note payable to Marina Mikes, LLC, unsecured and bearing interest at 5.0% per annum. The note requires annual interest payments, with a balloon payment of principal due on June 1, 2020.
 
2,125,000
 
 
2,125,000
 
 
 
 
 
 
 
 
Revolving note payable to Goldman Sachs Specialty Lending Group, L.P. and OWM BIP Investor, LLC, secured and bearing interest at 10.0% per annum. The note requires payments of interest and principal, as discussed above, and is due on October 28, 2021
$
 
$
2,000,000
 
 
 
 
 
 
 
 
Note payable to Lab Marine, Inc., unsecured and bearing interest at 6.0% per annum. The note requires annual interest payments, with a balloon payment of principal due on March 1, 2021.
 
1,500,000
 
 
1,500,000
 
 
 
 
 
 
 
 

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Notes to the Consolidated Financial Statements

 
2018
2017
Note payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 1.0% to 6.5% per annum. The note requires monthly installment payments of principal and interest ranging from $261 to $2,230 through October 2021.
 
1,819,071
 
 
1,427,486
 
 
 
 
 
 
 
 
Note payable to Sunrise Marine, Inc. and Sunrise Marine of Alabama, Inc., unsecured and bearing interest at 6.0% per annum. The note requires annual interest payments, with a balloon payment of principal due on November 1, 2019.
 
1,400,000
 
 
1,400,000
 
 
 
 
 
 
 
 
Note payable to Captain's Choice Marine, Inc., unsecured and bearing interest at 5.0% per annum. The note requires annual interest payments with a balloon payment due on May 1, 2018. Repayment contingent upon certain performance metrics.
 
 
 
1,350,000
 
 
 
 
 
 
 
 
Note payable to Bosun's Marine, Inc., unsecured and bearing interest at 4.5% per annum. The note requires annual interest payments with a balloon payment due on June 1, 2021.
 
1,227,000
 
 
 
 
 
 
 
 
 
 
Note payable to Rebo, Inc., unsecured and bearing interest at 5.5% per annum. The note requires annual interest payments with a balloon payment due on April 1, 2021. Repayment contingent upon certain performance metrics.
 
1,000,000
 
 
 
 
 
 
 
 
 
 
Note payable to Texas Marine, Inc., unsecured and bearing interest at 4.5% per annum. The note requires annual interest payments, with a balloon payment of principal due on August 1, 2020.
 
815,000
 
 
 
 
 
 
 
 
 
 
Note payable to Lookout Marine, Inc., unsecured and bearing interest at 4.0% per annum. The note requires annual interest payments, with a balloon payment of principal due on August 1, 2019.
 
650,000
 
 
650,000
 
 
 
 
 
 
 
 
Note payable to Lookout Marine, Inc., unsecured and bearing interest at 4.0% per annum. The note requires annual interest payments, with a balloon payment of principal due on August 1, 2019.
 
488,523
 
 
488,523
 
 
 
 
 
 
 
 
Note payable to USA Marine Sales, Inc., unsecured and bearing interest at 1.0% per annum. The note requires annual installment payments of principal and interest of $212,743 through April 1, 2019. Repayment contingent upon certain performance metrics.
$
210,627
 
$
419,160
 
 
 
 
 
 
 
 
 
 
42,972,610
 
 
27,992,669
 
Less current portion
 
(1,890,402
)
 
(1,926,375
)
Less unamortized portion of debt issuance costs
 
(1,127,805
)
 
(707,200
)
 
$
39,954,403
 
$
25,359,094
 

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Notes to the Consolidated Financial Statements

Principal repayment requirements of long-term debt at September 30, 2018 are as follows:

For the year ending September 30:
 
 
 
2019
$
1,890,402
 
2020
 
9,419,668
 
2021
 
5,491,946
 
2022
 
26,079,135
 
2023
 
83,875
 
Thereafter
 
7,584
 
 
 
42,972,610
 
Less: Unamortized portion of capitalized debt issuance costs
 
(1,127,805
)
 
$
41,844,805
 

Debt issuance costs are amortized on a straight-line basis over the life of the loan, which approximates the effective interest method. During 2018 and 2017, the Company capitalized loan costs of $661,853 and $707,201, respectively, and had accumulated amortization of $400,008 and $158,759 as of September 30, 2018 and 2017, respectively. Amortization for the years ended September 30, 2018 and 2017 amounted to $241,249 and $158,759, respectively, and is included in interest expense.

14 Equity-Based Compensation

The Company accounts for equity-based compensation plans in accordance with the provisions of FASB ASC 718, “Compensation — Stock Compensation”. Equity-based awards are designed to reward employees for their long-term contributions to the Company and to provide incentives for them to remain with the Company. Valuation models are utilized to value all equity-based compensation. Compensation for awards are measured at fair value on the grant date based on the number of shares expected to vest. The Company recognizes compensation cost for all awards on a straight-line basis over the requisite service period of the award.

The Company has issued Profit in Interests awards to select members of executive management. These awards are for Class B units which represent non-voting units. These awards vest over three to five years and are designed to motivate and retain the executives through long-term performance incentives. Profit in Interests awards are as follows:

 
Non-Vested
Profits in
Interests
Vested
Profits in
Interests
Weighted
Average Grant
Date Fair Value
Per Share
Balance as of September 30, 2016
 
1,000
 
 
 
$
788
 
Granted
 
2,500
 
 
 
 
 
174
 
Balance as of September 30, 2017
 
3,500
 
 
 
 
 
 
Granted
 
2,529
 
 
 
 
 
193
 
Forfeited
 
(2,188
)
 
 
 
 
189
 
Vested
 
(513
)
 
513
 
 
437
 
Balance as of September 30, 2018
 
3,329
 
 
513
 
$
349
 

During the year ended September 30, 2018, there were 5 awards granted totalling 2,632 units awarded with a grant date fair value of $540,624. The Company engaged a valuation specialist to assist management in completing a fair value measurement of equity and equity-based awards using a combination of a market and income approaches to arrive at fair value. These approaches use earnings multiples of comparable public companies, the Company’s 5-year income projections and weighted average cost of capital, as the main inputs to the valuation. There were 2,188 unit awards with a grant date fair value or $414,179 forfeited during the year. There were 513 unit awards which vested during the year with a grant date fair value of $224,351. For the year ended September 30, 2018, $153,981 was

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Notes to the Consolidated Financial Statements

expensed related to equity awards and the Company expects to recognize $520,000 of compensation cost related to non-vested equity awards over a weighted-average period of 1.7 years.

During the year ended September 30, 2017, there were 3 awards granted totalling 2,500 units awarded with a grant date fair value of $480,983. For the year ended September 30, 2017, $431,948 was expensed for compensation cost related to non-vested equity awards.

15 Retirement Plan

The Company offers a 401(k) retirement plan to its full-time employees over the age of 21. The Company currently makes discretionary matching contributions of 50.0% for the first 4.0% of employee salary deferrals. The Company made a discretionary contribution of approximately $405,000 and $346,000 for the years ended September 30, 2018 and 2017, respectively.

16 Fair Value Measurements

In determining fair value, OneWater LLC uses various valuation approaches including market, income and/or cost approaches. FASB standard “Fair Value Measurements” (Topic 820) establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are those that reflect the Company’s expectation of the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows:

Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that OneWater LLC has the ability to access. Assets utilizing Level 1 inputs include marketable securities that are actively traded.

Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Asset and liability measurements utilizing Level 3 inputs include those used in estimating fair value of non-financial assets and non-financial liabilities in purchase acquisitions, those used in assessing impairment of property, plant and equipment and other intangibles and those used in the reporting unit valuation in the annual goodwill impairment evaluation contingent consideration and those used in the valuation of the warrant liability.

The availability of observable inputs can vary and is affected by a wide variety of factors. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment required in determining fair value is greatest for assets and liabilities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement. Fair value measurements can be volatile based on various factors that may or may not be within the Company’s control.

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Notes to the Consolidated Financial Statements

17 Members’ Equity

The Company was organized as a Delaware limited liability company on March 28, 2014. Each member’s liability is limited to its capital contribution. Within members’ equity, there are three classes of membership units as follows:

 
Units Outstanding
Equity Interest
Common Voting Membership Interests (Class A)
 
73,140
 
 
73.1
%
Common Non-Voting Membership Interests (Class B)
 
1,860
 
 
1.9
%
Investor Voting Warrants
 
25,000
 
 
25.0
%
 
 
100,000
 
 
100.0
%

Investor Warrants

In connection with the transaction discussed in Note 4, the Company issued 25,000 OneWater LLC common unit warrants in exchange for $979,173. The common unit warrants have a ten-year life from the date of issuance and provide the holders with a put right after 5 years, or potentially earlier, under certain circumstances. The holders of the warrants maintain full voting rights in OneWater LLC. The common unit warrants can be exercised for $0.0001 per unit in exchange for cash or common units of OneWater LLC. As the common unit warrants may be settled in cash at the election of the holder, the fair value of the common unit warrants has been included in warrant liability in the accompanying consolidated balance sheet.

The Company engaged a third-party valuation specialist to assist management in performing a valuation of the fair value of the common unit warrants outstanding. Accordingly, the warrant liability has been accounted for based on inputs that are unobservable and significant to the overall fair value measurement (Level 3). The valuation considered both a market and a discounted cash flows approach in arriving at the fair value of the common unit warrants. As of September 30, 2018 and 2017, the fair value of the warrant liability was $52.2 million and $18.1 million, respectively. The Company recognized expenses of $33.2 million and $18.1 million for the years ended September 30, 2018 and 2017, respectively, and this increase in the fair value was recorded as a change in the fair value of warrants in the accompanying statements of operations.

OneWater LLC Preferred Distribution

During the year ended September 30, 2015, the Company amended the Limited Liability Company Agreement to require a payment to a founding common member in the form of a preferred distribution of $3,752,108 prior to any distributions to common members (including the founding common member that will receive the preferred distribution). This preferred distribution is paid only if and when distributions are declared by the Company’s Board of Directors. As of September 30, 2016, the balance of the preferred distribution was $3,752,108.

During the year ended September 30, 2017, the Limited Liability Company Agreement was amended. Under the terms of the amendment, the preferred distribution will accrue interest at the rate of 5.0% per annum, compounded quarterly commencing on December 31, 2016. If and when distributions are declared by the Board of Directors, the preferred distribution shall be paid until the aggregate preferred distribution is reduced to zero. In the event of liquidation, the Company’s property shall be distributed among the members to first satisfy any remaining preferred distribution and thereafter in accordance with their ownership interest within 90 days after the event of liquidation.

As of September 30, 2018 and 2017, the unpaid balance of the preferred distribution was $3,398,017 and $3,623,429, respectively. The 5% cumulative interest on the preferred distribution is recognized as a distribution when declared by the Board of Directors. As of September 30, 2018 and 2017, unpaid cumulative interest on the preferred distribution was zero.

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Notes to the Consolidated Financial Statements

Non-Controlling Interest

On June 1, 2018, the Company purchased Bosun’s Marine, a Massachusetts based boat retailer through its subsidiary BAO. The former owner of Bosun’s Marine invested $2,500,000 of the purchase price to obtain a 25.0% ownership interest in BAO, with no voting rights in the subsidiary BAO. The results of operations for Bosun’s Marine have been included in the Company’s consolidated financial statements from that date and the former owner’s minority interest in the subsidiary BAO has been recorded accordingly.

On August 1, 2017, the Company purchased South Shore Marine, an Ohio based boat retailer through its subsidiary SSAO. The former owner of South Shore Marine invested $1,750,000 of the purchase price to obtain a 25.0% ownership interest in SSAO, with no voting rights in the subsidiary SSAO. The results of operations for South Shore Marine have been included in the Company’s consolidated financial statements from that date and the former owner’s minority interest in the subsidiary SSAO has been recorded accordingly.

Dividend Restrictions

Under the credit agreement with GS and BIP and the redeemable preferred interest agreement, the Company and its subsidiaries are generally restricted from making cash dividends or distributions and are required to obtain consent from GS and BIP prior to the payment of dividends, excluding dividends related to the payment of taxes by members and payments of the preferred dividends. These restrictions apply to all income and net assets of the Company and its consolidated subsidiaries. Additionally, certain of the Company’s subsidiaries designated as “Dealers” under its inventory financing program are generally restricted from incurring indebtedness, including certain restrictions on intercompany loans or advances.

18 Redeemable Preferred Interest in Subsidiary

On September 1, 2016, the Company organized OWAO. As of September 30, 2016, OWAO was not funded. In conjunction with the new investor described in Note 4, OneWater LLC contributed a majority of its assets, including subsidiaries operating all of its retail operations, to OWAO in return for 100,000 common units. Additionally, as a part of the transaction described in Note 4, OWAO issued 68,000 preferred units in OWAO to GS and BIP. The preferred interest has a stated 10.0% rate of return and there is no allocation of profits in excess of the stated return. The preferred interests are not convertible but may be redeemed by the holder after 5 years or upon certain triggering events at face value plus accrued interest.

The Company has classified the redeemable preferred interest as temporary equity in the consolidated balance sheets. The discount on the issuance of the redeemable preferred interest is being accreted to retained common interests as a dividend from the date of issuance through the fifth anniversary of the issuance date.

19 Contingencies and Commitments

The Company recorded rent expense of $8,032,000 and $5,956,000 during the years ended September 30, 2018 and 2017, respectively. The Company leases certain facilities and equipment under noncancelable operating lease agreements having terms in excess of one year expiring through 2031.

Future minimum lease payments under these noncancelable leases as of September 30, 2018, are summarized as follows:

For the year ending September 30:
 
 
 
2019
$
7,783,591
 
2020
 
7,690,807
 
2021
 
6,716,687
 
2022
 
5,824,194
 
2023
 
5,583,181
 
Thereafter
 
36,365,678
 
 
$
69,964,138
 

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Notes to the Consolidated Financial Statements

As detailed in Note 3, a portion of the purchase price of the Texas Marine and Grande Yachts acquisitions is contingent upon certain performance criteria. For the fiscal year ended September 30, 2018, the Company has recorded an estimate of contingent consideration for Texas Marine and Grande Yachts of $2,644,272 and $900,000, respectively. For the fiscal year ended September 30, 2017, the Company has recorded an estimate of contingent consideration for $900,000 for Grande Yachts. The acquisition contingent consideration liability has been accounted for based on inputs that are unobservable and significant to the overall fair value measurement (Level 3). These amounts have been recorded in other payables and accrued expenses and other long-term liabilities in the financial statements.

Employment Agreements

The Company is party to employment agreements with certain executives, which provide for compensation, other benefits and severance payments under certain circumstances. The Company also has consulting and noncompete agreements in place with previous owners of acquired companies.

Claims and Litigation

The Company is involved in various legal proceedings as either the defendant or plaintiff. Due to their nature, such legal proceedings involve inherent uncertainties including, but not limited to, court rulings, negotiations between the affected parties and other actions. Management assesses the probability of losses or gains for such contingencies and accrues a liability and/or discloses the relevant circumstances as appropriate. In the opinion of management, it is not reasonably probable that the pending litigation, disputes or claims against the Company, if decided adversely, will have a material adverse effect on its financial condition, results of operations or cash flows. Additionally, based on the Company’s review of the various types of claims currently known, there is no indication of a material reasonably possible loss in excess of amounts accrued. The Company currently does not anticipate that any known claim will materially adversely affect our financial condition, liquidity, or results of operations. However, the outcome of any matter cannot be predicted with certainty, and an unfavorable resolution of one or more matters presently known or arising in the future could have a material adverse effect on the Company’s financial condition, liquidity or results of operations.

Risk Management

The Company is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets; errors and omissions and natural disasters for which the Company carries commercial insurance. There have been no significant reductions in coverage from the prior year and settlements have not exceeded coverage in the past years.

Major Vendors

Sales of new boats from the Company’s top ten manufacturers represents approximately 40.0% of total sales, making them major suppliers of the Company.

20 Related Party Transactions

In accordance with agreements approved by the Board of Directors of the Company, we purchased inventory, in conjunction with our retail sale of the products, from certain entities affiliated with common members of the Company. For the years ended September 30, 2018 and 2017, $34,642,909 and $4,809,158, respectively, in total purchases were incurred under these arrangements. A subsidiary of the Company holds a warrant to purchase one such entity for fair value that expires on March 1, 2021.

In accordance with agreements approved by the Board of Directors of the Company, certain entities affiliated with common members of the Company receive fees for rent of commercial property. For the years ended September 30, 2018 and 2017, $2,045,998 and $2,335,301, respectively, in total expenses were incurred under these arrangements.

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One Water Marine Holdings, LLC and Subsidiaries
Notes to the Consolidated Financial Statements

In accordance with agreements approved by the Board of Directors of the Company, certain entities and individuals affliliated with common members of the Company received fees from the Company for goods and services. For the years ended September 30, 2018 and 2017, $953,782 and $641,579, respectively, were recorded under these arrangements. Included in these amounts and in connection with our notes payable floor plan financing, our Chief Executive Officer was paid a guarantee fee of $300,000 for each of the years ended September 30, 2018 and 2017 for his personal guarantee associated with this arrangement. Also, the Company made payments to certain entities and individuals affiliated with common members of the Company for goods and services. For the years ended September 30, 2018 and 2017, $468,297 and $594,405, respectively, were recorded under these arrangements.

In connection with transactions noted above, the Company was due certain amounts as recorded within accounts receivable for the fiscal years ended September 30, 2018, and 2017, of $840,971 and $524,027, respectively.

21 Restatement of the Consolidated Financial Statements

In connection with the issuance of the Company’s financial statements audited under Public Company Accounting Oversight Board (“PCAOB”) standards, but subsequent to the issuance of the Company’s financial statements prepared under accounting standards applicable to private companies, as of and for the years ended September 30, 2018 and 2017, management identified certain errors in connection with the accounting for the fair value of the Company’s warrants. Management determined that the Company’s warrant liability at September 30, 2017 was understated by $18,056,827 due to the Company not adjusting the liability to its fair value. As a result of this error, the Company has restated the accompanying 2018 and 2017 financial statements.

The effect of the restatement on the Company’s consolidated balance sheet as of September 30, 2017 is as follows:

 
As of September 30, 2017
 
As previously
reported(1)
Restatement
adjustment
As restated
Warrant Liability
$
979,173
 
$
18,056,827
 
$
19,036,000
 
Total Liabilities
 
140,520,691
 
 
18,056,827
 
 
158,577,518
 
Members’ equity attributable to One Water Marine Holdings, LLC
 
44,367,565
 
 
(18,056,827
)
 
26,310,738
 
Total liabilities and members' equity
 
276,403,675
 
 
(18,056,827
)
 
258,346,848
 
(1) The Company's previously issued financial statements were prepared under accounting standards applicable to private companies. The previously reported amounts have been adjusted to reflect the standards applicable to a public company.

The effect of the restatement on the Company’s consolidated statements of operations for the years ended September 30, 2018 and 2017 is as follows:

 
For the year ended September 30, 2018
 
As previously
reported(1)
Restatement
adjustment
As restated
Change in fair value of warrant liability
$
51,243,827
 
$
(18,056,827
)
$
33,187,000
 
Total other expense
 
60,782,366
 
 
(18,056,827
)
 
42,725,639
 
Net income (loss)
 
(16,110,402
)
 
18,056,827
 
 
1,946,425
 
Net income (loss) attributable to One Water Marine Holdings, LLC
 
(16,940,312
)
 
18,056,827
 
 
1,116,515
 
(Loss) income per unit attributable to common interest holders:
 
 
 
 
 
 
 
 
 
Basic
 
(334.65
)
 
239.69
 
 
(97.95
)
Diluted
 
(334.65
)
 
174.12
 
 
(97.95
)
(1) The Company's previously issued financial statements were prepared under accounting standards applicable to private companies. The previously reported amounts have been adjusted to reflect the standards applicable to a public company.

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One Water Marine Holdings, LLC and Subsidiaries
Notes to the Consolidated Financial Statements

 
For the year ended September 30, 2017
 
As previously
reported(1)
Restatement
adjustment
As restated
Change in fair value of warrant liability
$
 
$
18,056,827
 
$
18,056,827
 
Total other expense
 
5,495,951
 
 
18,056,827
 
 
23,552,778
 
Net income (loss)
 
13,798,328
 
 
(18,056,827
)
 
(4,258,499
)
Net income (loss) attributable to One Water Marine Holdings, LLC
 
13,784,873
 
 
(18,056,827
)
 
(4,271,954
)
Income (loss) per unit attributable to common interest holders:
 
 
 
 
 
 
 
 
 
Basic
 
94.04
 
 
(240.76
)
 
(146.72
)
Diluted
 
70.26
 
 
(240.76
)
 
(146.72
)
(1) The Company's previously issued financial statements were prepared under accounting standards applicable to private companies. The previously reported amounts have been adjusted to reflect the standards applicable to a public company.

The effect of the restatement on the Company’s consolidated statement of members’ equity as of September 30, 2017 is as follows:

 
September 30, 2017
 
As previously
reported(1)
Restatement
adjustment
As restated
Net (loss) income
$
13,798,328
 
$
(18,056,827
)
$
(4,258,499
)
Members’ equity attributable to One Water Marine Holdings, LLC
 
44,367,565
 
 
(18,056,827
)
 
26,310,738
 
(1) The Company's previously issued financial statements were prepared under accounting standards applicable to private companies. The previously reported amounts have been adjusted to reflect the standards applicable to a public company.

The effect of the restatement on the Company’s consolidated statement of cash flows for the years ended September 30, 2018 and 2017 is as follows:

 
September 30, 2018
 
As previously
reported(1)
Restatement
adjustment
As restated
Net income (loss)
$
(16,110,402
)
$
18,056,827
 
$
1,946,425
 
Change in fair value of long-term warrant liability
 
51,243,827
 
 
(18,056,827
)
 
33,187,000
 
Net cash used in operating activities
 
(4,654,456
)
 
 
 
(4,654,456
)
 
September 30, 2017
 
As previously
reported
Restatement
adjustment
As restated
Net income (loss)
$
13,798,328
 
$
(18,056,827
)
$
(4,258,499
)
Change in fair value of long-term warrant liability
 
 
 
18,056,827
 
 
18,056,827
 
Net cash provided by operating activities
 
6,513,649
 
 
 
 
6,513,649
 
(1) The Company's previously issued financial statements were prepared under accounting standards applicable to private companies. The previously reported amounts have been adjusted to reflect the standards applicable to a public company.

There was no impact to net cash used in investing activities, net cash provided by financing activities or the net increase in cash for the years ended September 30, 2018 and 2017, resulting from the restatement.

The impacts of the restatement for the years ended September 30, 2018 and 2017 have been reflected throughout these financial statements, including the applicable footnotes, as appropriate.

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One Water Marine Holdings, LLC and Subsidiaries
Notes to the Consolidated Financial Statements

22 Unaudited Pro Forma Net Loss Per Unit Attributable to Common Interest Holders

The following table sets forth the computation of the Company’s unaudited pro forma basic and diluted net loss per share attributable to common interest holders for the fiscal year ended September 30, 2018 after giving the effect of an additional           shares of common stock that would have been required to be issued to generate sufficient proceeds to fund the cash payment of current year dividends in excess of net income. The unaudited pro forma net loss attributable to common interest holders was computed using the weighted average number of common interests outstanding after giving effect of the additional shares as if it had occurred at the beginning of the period presented.

 
For the year ended
September 30, 2018
Numerator:
 
 
 
Net loss
 
 
 
   
 
 
 
Denominator:
 
 
 
Weighted average common units used to compute net loss per unit attributable to common interest holders, basic
 
 
 
   
 
 
 
Pro forma adjustment to give the effect of an additional           shares of common stock that would have been required to be issued to generate sufficient proceeds to fund the cash payment of current year dividends in excess of net income
 
 
 
   
 
 
 
Pro forma weighted average common units used to compute net loss per unit attributable to common interest holders, basic
 
 
 
Weighted average common unit equivalents outstanding
 
 
 
   
 
 
 
Pro forma weighted average common units used to compute net loss per unit attributable to common interest holders, diluted
 
 
 
   
 
 
 
Pro forma loss per unit attributable to common interest holders:
 
 
 
Basic
 
 
 
Diluted
 
 
 
23 Subsequent events

The Company has evaluated events and transactions that occurred between September 30, 2018 and April 26, 2019 which is the date the consolidated financial statements were issued. There were no material subsequent events that require recognition or additional disclosure in the consolidated financial statements except as detailed below.

Acquisitions

On December 1, 2018, the Company purchased The Slalom Shop, LLC (“Slalom Shop”), a Texas boat retailer comprised of two stores. The acquisition expands the Company’s presence in the state of Texas, expands the Company’s product offering and strengthens its market share in a top boating market. The purchase price was $7,920,448, with $1,566,698 paid at closing, $5,083,000 due to seller upon completion of stated milestones expected within 90 days of closing and $1,270,750 financed through a note payable to the seller bearing interest at a rate of 5.0% per year. The note is payable in one lump sum three years from the closing date, with interest payments due quarterly.

On February 1, 2019, the Company purchased Ocean Blue Yacht Sales. (“Ocean Blue”), a Florida boat retailer comprised of three stores. The acquisition expands its presence on the east coast of Florida, expands the Company’s product offering and strengthens the Company’s market share in a top boating market. The purchase price was $10,656,437, with $8,736,437 paid at closing, and $1,920,000 financed

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One Water Marine Holdings, LLC and Subsidiaries
Notes to the Consolidated Financial Statements

through a note payable to the seller bearing interest at a rate of 5.0% per year. The note is payable in one lump sum three years from the closing date, with interest payments due quarterly.

Notes Payable - Floor plan

The Company maintains an ongoing wholesale marine products inventory financing program with a syndicate of banks and administered by Wells Fargo Commercial Distribution Finance, LLC (Wells Fargo). On April 5, 2019 the Company increased the capacity of the facility to $292,500,000 from $275,000,000, to purchase new and used inventory (boats, engines, and trailers). The other terms and conditions of the facility, including interest rate and covenants, remain unchanged.

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OneWater Marine Inc.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
OneWater Marine Inc.

Opinion on the financial statement – Balance Sheet

We have audited the accompanying balance sheet of OneWater Marine Inc. (the “Company”) as of April 3, 2019 (date of inception), and the related notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of April 3, 2019 (date of inception) in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

The financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the auditing standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2019.

Atlanta, Georgia
April 26, 2019

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OneWater Marine Inc.
Balance Sheets

 
April 3, 2019
June 30, 2019
 
 
(unaudited)
Assets
 
 
 
 
 
 
Cash
$
10
 
$
10
 
Total assets
$
10
 
$
10
 
 
 
 
 
 
 
 
Liabilities and Stockholder’s Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
Commitments and Contingencies (Note 4)
 
 
 
 
 
 
 
 
 
 
 
 
 
Stockholder’s Equity:
 
 
 
 
 
 
Common stock, $0.01 par value per share, 1,000 shares authorized, 1,000 shares issued and outstanding at April 3, 2019 and June 30, 2019
$
10
 
$
10
 
Total liabilities and stockholder’s equity
$
10
 
$
10
 

The accompanying notes are an integral part of these financial statements.

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OneWater Marine Inc.
Notes to Balance Sheets

1 Organization

OneWater Marine Inc (the “Company”) was incorporated in Delaware on April 3, 2019 and was a wholly owned subsidiary of One Water Marine Holdings, LLC (“OneWater LLC”) as of April 3, 2019. Pursuant to a reorganization into a holding company structure, the Company will be a holding company and its sole material asset will be a minority equity interest in OneWater LLC, which holds all of the equity interest in One Water Assets & Operations (“OWAO”). As the sole managing member of OneWater LLC, the Company will operate and control all of the business and affairs of OneWater LLC, and through OneWater LLC and its subsidiaries, conduct its business.

2 Summary of Significant Accounting Policies

Basis of Presentation

The balance sheets were prepared in conformity with U.S. generally accepted accounting principles. Separate statements of operations, changes in stockholder’s equity and cash flows have not been presented because the Company has not engaged in any business or other activities except in connection with its formation and initial capitalization.

3 Stockholder’s Equity

The Company is authorized to issue 1,000 shares of common stock, par value $0.01 per share, all of which were issued and outstanding as of April 3, 2019 and June 30, 2019 (unaudited). On April 3, 2019, the Company issued 1,000 shares of common stock to OneWater LLC for $10.00.

4 Commitments and Contingencies

We did not have any commitments or contingencies as of April 3, 2019 or June 30, 2019 (unaudited).

5 Subsequent Events

The Company has evaluated events and transactions that occurred between April 3, 2019 and April 26, 2019 which is the date the balance sheet was issued.

Unaudited

The Company has evaluated events and transactions that occurred between June 30, 2019 and September 23, 2019, which is the date the unaudited balance sheet was issued.

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         Shares

OneWater Marine Inc.
   
Class A Common Stock


Goldman Sachs & Co. LLC

Raymond James

Through and including             , 2019 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

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Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth an itemized statement of the amounts of all expenses (excluding underwriting discounts and commissions) payable by us in connection with the registration of the common stock offered hereby. With the exception of the SEC registration fee, FINRA filing fee and the Nasdaq listing fee, the amounts set forth below are estimates.

 
Amount
SEC registration fee
$
13,938
 
FINRA filing fee
 
15,500
 
Nasdaq listing fee
 
150,000
 
Accountants’ fees and expenses
 
 
*
Legal fees and expenses
 
 
*
Printing and engraving expenses
 
150,000
 
Transfer agent and registrar fees
 
5,000
 
Blue Sky fees and expenses
 
 
*
Miscellaneous expenses
 
 
*
Total
$
 
*
* To be filed by amendment.
Item 14. Indemnification of Directors and Officers

Our amended and restated certificate of incorporation will provide that a director will not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties to the fullest extent permitted by the Delaware General Corporation Law (“DGCL”). In addition, if the DGCL is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided for in our certificate of incorporation, will be limited to the fullest extent permitted by the amended DGCL. Our amended and restated bylaws will provide that the corporation will indemnify, and advance expenses to, any officer or director to the fullest extent authorized by the DGCL.

Section 145 of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with specified actions, suits and proceedings whether civil, criminal, administrative, or investigative, other than a derivative action by or in the right of the corporation, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification extends only to expenses, including attorneys’ fees, incurred in connection with the defense or settlement of such action and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, disinterested director vote, stockholder vote, agreement or otherwise.

Our amended and restated certificate of incorporation will also contain indemnification rights for our directors and our officers. Specifically, our amended and restated certificate of incorporation will provide that we shall indemnify our officers and directors to the fullest extent authorized by the DGCL. Furthermore, we may maintain insurance on behalf of our officers and directors against expense, liability or loss asserted against, or incurred by, them in their capacities as officers and directors.

We have obtained directors’ and officers’ insurance to cover our directors, officers and some of our employees for certain liabilities.

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We will enter into written indemnification agreements with our directors and executive officers. Under these proposed agreements, if an officer or director makes a claim of indemnification to us, either a majority of the independent directors or independent legal counsel selected by the independent directors must review the relevant facts and make a determination whether the officer or director has met the standards of conduct under Delaware law that would permit (under Delaware law) and require (under the indemnification agreement) us to indemnify the officer or director.

The underwriting agreement provides for indemnification by the underwriters of us and our officers and directors, and by us of the underwriters, for certain liabilities arising under the Securities Act or otherwise in connection with this offering.

Item 15. Recent Sales of Unregistered Securities

In connection with our incorporation on April 3, 2019 under the laws of the State of Delaware, we issued 1,000 shares of our common stock to One Water Marine Holdings, LLC for an aggregate purchase price of $10.00. These securities were offered and sold by us in reliance upon the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act in a transaction by an issuer not involving any public offering. These shares will be redeemed for nominal value in connection with our reorganization described in “Corporate Reorganization.”

Item 16. Exhibits and financial statement schedules

See the Exhibit Index immediately preceding the signature page hereto, which is incorporated by reference as if fully set forth herein.

Item 17. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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INDEX TO EXHIBITS

Exhibit
Number
Description
*1.1
Form of Underwriting Agreement
Form of Master Reorganization Agreement
3.1
Form of Amended and Restated Certificate of Incorporation of OneWater Marine Inc., to be effective prior to or upon the closing of this offering
Form of Amended and Restated Bylaws of OneWater Marine Inc., to be effective prior to or upon the closing of this offering
5.1
Form of Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered
Form of OneWater Marine Inc. Omnibus Incentive Plan
Form of Indemnification Agreement
Form of Tax Receivable Agreement, to be effective prior to or upon the closing of this offering
Form of the Fourth Amended and Restated Limited Liability Company Operating Agreement of One Water Marine Holdings, LLC, to be effective prior to or upon the closing of this offering
Form of Registration Rights Agreement, to be effective prior to or upon the closing of this offering
Credit and Guaranty Agreement, dated as of October 28, 2016, by and among One Water Assets & Operations, LLC, Singleton Assets & Operations, LLC, Legendary Assets & Operations, LLC, South Florida Assets & Operations, LLC, Sundance Lauderdale Realty, Inc., One Water Marine Holdings, LLC, and certain subsidiaries of One Water Marine Holdings, LLC, as Guarantors, the Lenders party thereto from time to time, and Goldman Sachs Specialty Lending Group, L.P. as Administrative Agent, Collateral Agent and Lead Arranger (as conformed through the fifteenth amendment)
Fourth Amended and Restated Inventory Financing Agreement, dated as of June 14, 2018, by and among Wells Fargo Commercial Distribution Finance, LLC as Agent to the Lenders party thereto from time to time, One Water Marine Holdings, LLC, One Water Assets & Operations, LLC, and certain of its other subsidiaries thereto, and the lenders thereto (as conformed through the fourth amendment)
Form of Employment Agreement, by and between One Water Marine Holdings, LLC and Austin Singleton
Form of Employment Agreement, by and between One Water Marine Holdings, LLC and Anthony Aisquith
Form of Employment Agreement, by and between One Water Marine Holdings, LLC and Jack Ezzell
Third Amended and Restated Guaranty, dated June 14, 2018, entered into by Anthony Aisquith, for the benefit of Wells Fargo Commercial Distribution Finance, LLC, as Agent to the Inventory Financing Facility
Third Amended and Restated Guaranty, dated June 14, 2018, entered into by Philip Austin Singleton, Jr., for the benefit of Wells Fargo Commercial Distribution Finance, LLC, as Agent to the Inventory Financing Facility
Non-Competition and Non-Solicitation Agreement, dated as of October 28, 2016, by and among Anthony Aisquith, One Water Marine Holdings, LLC, One Water Assets & Operations, LLC, Goldman, Sachs & Co. and OWM BIP Investor, LLC
Non-Competition and Non-Solicitation Agreement, dated as of October 28, 2016, by and among Philip Austin Singleton, Jr., One Water Marine Holdings, LLC, One Water Assets & Operations, LLC, Goldman, Sachs & Co. and OWM BIP Investor, LLC
Consignment Agreement, dated as of June 1, 2019, by and between Bosuns Assets & Operations LLC and Global Marine Finance, LLC
Consignment Agreement, dated as of June 1, 2019, by and between Midwest Assets & Operations LLC and Global Marine Finance, LLC
Consignment Agreement, dated as of June 1, 2019, by and between Legendary Assets & Operations LLC and Global Marine Finance, LLC

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Exhibit
Number
Description
Consignment Agreement, dated as of June 1, 2019, by and between Singleton Assets & Operations LLC and Global Marine Finance, LLC
Form of Performance-Based Restricted Stock Unit Agreement
Form of Restricted Stock Unit Agreement
Limited Consent, Waiver and Sixteenth Amendment to Credit and Guaranty Agreement, dated as of August 5, 2019, by and among One Water Marine Holdings, LLC Singleton Assets & Operations, LLC, Legendary Assets & Operations, LLC, South Florida Assets & Operations, LLC, Sundance Lauderdale Realty, Inc., One Water Marine Holdings, LLC, and certain subsidiaries of One Water Marine Holdings, LLC, as Guarantors, the Lenders party thereto from time to time, and Goldman Sachs Specialty Lending Group, L.P. as Administrative Agent and Collateral Agent
List of subsidiaries of OneWater Marine Inc.
Consent of Grant Thornton LLP
Consent of Grant Thornton LLP
Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1 hereto)
Power of Attorney (included on the signature page of this Registration Statement)
Consent of Director Nominee (Christopher W. Bodine)
Consent of Director Nominee (Mitchell W. Legler)
Consent of Director Nominee (John Schraudenbach)
Consent of Director Nominee (Michael C. Smith)
Consent of Director Nominee (Keith R. Style)
Consent of Director Nominee (John G. Troiano)
* To be filed by amendment.
** Previously filed.
Indicates a management contract or compensatory plan or arrangement.
# Specific terms in this exhibit (indicated therein by asterisks) have been omitted because such terms are both not material and would likely cause competitive harm to the Company if publicly disclosed.
¥ Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission on request.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Buford, State of Georgia, on September 23, 2019.

 
OneWater Marine Inc.
 
 
 
 
By:
/s/ Philip Austin Singleton, Jr.
 
 
Philip Austin Singleton, Jr.
Founder and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated below as of September 23, 2019.

Name
Title
Date
 
 
 
/s/ Philip Austin Singleton, Jr.
Founder, Chief Executive Officer and Director
(Principal Executive Officer)
September 23, 2019
Philip Austin Singleton, Jr.
 
 
 
 
*
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
September 23, 2019
Jack Ezzell
 
*By:
/s/ Philip Austin Singleton, Jr.
 
 
Philip Austin Singleton, Jr.
 
 
Attorney-in-fact
 

II-5


Exhibit 3.1

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ONEWATER MARINE INC.

OneWater Marine Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”), hereby certifies as follows:

1.          The original Certificate of Incorporation of the Corporation (the “Original Certificate of Incorporation”) was filed with the Secretary of State of the State of Delaware on April 3, 2019.

2.          This Amended and Restated Certificate of Incorporation (this “Amended and Restated Certificate of Incorporation”), which restates and amends the Original Certificate of Incorporation, has been declared advisable by the board of directors of the Corporation (the “Board”), duly adopted by the stockholders of the Corporation and duly executed and acknowledged by an authorized officer of the Corporation in accordance with Sections 103, 228, 242 and 245 of the DGCL.

3.          The Original Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:

FIRST:  The name of the Corporation is OneWater Marine Inc.

SECOND:  The address of its registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, Delaware 19808, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

THIRD:  The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL as it currently exists or may hereafter be amended.

FOURTH:  The total number of shares of stock that the Corporation shall have the authority to issue is [●] shares of stock, classified as (i) [●] shares of preferred stock, par value [$0.01] per share (“Preferred Stock”), (ii) [●] shares of Class A common stock, par value [$0.01] per share (“Class A Common Stock”), and (iii) [●] shares of Class B common stock, par value [$0.01] per share (“Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”).

1.          Provisions Relating to Preferred Stock.

(a)          Preferred Stock may be issued from time to time in one or more classes or series, the shares of each series to have such designations and powers, preferences and rights, and qualifications, limitations and restrictions thereof, as are stated and expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board as hereafter prescribed (a “Preferred Stock Designation”).


(b)          Subject to any limitations prescribed by law and the rights of any series of the Preferred Stock then outstanding, if any, authority is hereby expressly granted to and vested in the Board to authorize the issuance of Preferred Stock from time to time in one or more classes or series, and with respect to each series of Preferred Stock, to fix and state by the Preferred Stock Designation the designations and powers, preferences, rights, qualifications, limitations and restrictions relating to each series of Preferred Stock, including, but not limited to, the following:

(i)          whether or not the series is to have voting rights, full, special or limited, or is to be without voting rights, and whether or not such series is to be entitled to vote as a separate class either alone or together with the holders of one or more other classes or series of stock;

(ii)          the number of shares to constitute the series and the designations thereof;

(iii)          the preferences, and relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions thereof, if any, with respect to any series;

(iv)          whether or not the shares of any series shall be redeemable at the option of the Corporation or the holders thereof or upon the happening of any specified event, and, if redeemable, the redemption price or prices (which may be payable in the form of cash, notes, securities or other property), and the time or times at which, and the terms and conditions upon which, such shares shall be redeemable and the manner of redemption;

(v)          whether or not the shares of a series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement, and, if such retirement or sinking fund or funds are to be established, the annual amount thereof, and the terms and provisions relative to the operation thereof;

(vi)          the dividend rate, whether dividends are payable in cash, stock of the Corporation or other property, the conditions upon which and the times when such dividends are payable, the preference to or the relation to the payment of dividends payable on any other class or classes or series of stock, whether or not such dividends shall be cumulative or noncumulative, and if cumulative, the date or dates from which such dividends shall accumulate;

(vii)          the preferences, if any, and the amounts thereof which the holders of any series thereof shall be entitled to receive upon the voluntary or involuntary liquidation, dissolution or winding up of, or upon any distribution of the assets of, the Corporation;

(viii)          whether or not the shares of any series, at the option of the Corporation or the holder thereof or upon the happening of any specified event, shall be convertible into or exchangeable or redeemable for, the shares of any other class or classes or of any other series of the same or any other class or classes or series of stock, securities or other property of the Corporation and the conversion price or prices or ratio or ratios or the rate or rates at which such exchange or redemption may be made, with such adjustments, if any, as shall be stated and expressed or provided for in such resolution or resolutions; and
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(ix)          such other powers, preferences, rights, qualifications, limitations and restrictions with respect to any series as may to the Board seem advisable.

(c)          The shares of each series of Preferred Stock may vary from the shares of any other series thereof in any or all of the foregoing respects.

2.          Provisions Relating to Common Stock.

(a)          Except as may otherwise be provided in this Amended and Restated Certificate of Incorporation, each share of Common Stock shall have identical rights and privileges in every respect. Common Stock shall be subject to the express terms of Preferred Stock and any series thereof. Except as may otherwise be provided in this Amended and Restated Certificate of Incorporation, in a Preferred Stock Designation or by applicable law, the holders of shares of Common Stock shall be entitled to one vote for each such share on all matters which to the stockholders are entitled to vote. Except as may otherwise be provided in this Amended and Restated Certificate of Incorporation, in a Preferred Stock Designation or by applicable law, the holders of shares of Common Stock shall have the exclusive right to vote for the election of directors and on all other matters upon which the stockholders are entitled to vote, and the holders of Preferred Stock shall not be entitled to vote at or receive notice of any meeting of stockholders, other than as provided in the applicable Preferred Stock Designation. Each holder of Common Stock shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation (as in effect at the time in question) and applicable law on all matters put to a vote of the stockholders of the Corporation. Except as otherwise required in this Amended and Restated Certificate of Incorporation or by applicable law, the holders of Common Stock shall vote together as a single class on all matters (or, if any holders of Preferred Stock are entitled to vote together with the holders of Common Stock, the holders of Common Stock and the Preferred Stock shall vote together as a single class).

(b)          Notwithstanding the foregoing, except as otherwise required by applicable law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation) or pursuant to the DGCL.

(c)          Subject to the prior rights and preferences, if any, applicable to shares of Preferred Stock or any series thereof, the holders of shares of Class A Common Stock shall be entitled to receive ratably in proportion to the number of shares of Class A Common Stock held by them such dividends and distributions (payable in cash, stock or otherwise), if any, as may be declared thereon by the Board at any time and from time to time out of any funds of the Corporation legally available therefor. Dividends and other distributions shall not be declared or paid on the Class B Common Stock unless (i) the dividend consists of shares of Class B Common Stock or of rights, options, warrants or other securities convertible or exercisable into or exchangeable or redeemable for shares of Class B Common Stock paid proportionally with respect to each outstanding share of Class B Common Stock and (ii) a dividend consisting of shares of Class A Common Stock or of rights, options, warrants or other securities convertible or exercisable into or exchangeable or redeemable for shares of Class A Common Stock on equivalent terms is simultaneously paid to the holders of Class A Common Stock. If dividends are declared on the Class A Common Stock or the Class B Common Stock that are payable in shares of Common Stock, or securities convertible or exercisable into or exchangeable or redeemable for Common Stock, the dividends payable to the holders of Class A Common Stock shall be paid only in shares of Class A Common Stock (or securities convertible or exercisable into or exchangeable or redeemable for Class A Common Stock), the dividends payable to the holders of Class B Common Stock shall be paid only in shares of Class B Common Stock (or securities convertible or exercisable into or exchangeable or redeemable for Class B Common Stock), and such dividends shall be paid in the same number of shares (or fraction thereof) on a per share basis of the Class A Common Stock and Class B Common Stock, respectively (or securities convertible or exercisable into or exchangeable or redeemable for the same number of shares (or fraction thereof) on a per share basis of the Class A Common Stock and Class B Common Stock, respectively). In no event shall the shares of either Class A Common Stock or Class B Common Stock be split, divided, or combined unless the outstanding shares of the other class shall be proportionately split, divided or combined.
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(d)          In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, after distribution in full of the preferential amounts, if any, to be distributed to the holders of shares of Preferred Stock or any series thereof, the holders of shares of Class A Common Stock shall be entitled to receive all of the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Class A Common Stock held by them. The holders of shares of Class B Common Stock, as such, shall not be entitled to receive any assets of the Corporation in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation. A dissolution, liquidation or winding-up of the Corporation, as such terms are used in this paragraph (d), shall not be deemed to be occasioned by or to include any consolidation or merger of the Corporation with or into any other corporation or corporations or other entity or a sale, lease, exchange or conveyance of all or a part of the assets of the Corporation.

(e)          Shares of Class B Common Stock shall be redeemable for shares of Class A Common Stock on the terms and subject to the conditions set forth in the Amended and Restated Limited Liability Company Agreement of One Water Marine Holdings, LLC, as it may be amended, restated, supplemented and otherwise modified from time to time (the “LLC Agreement”). The Corporation will at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of issuance upon redemption of the outstanding shares of Class B Common Stock for Class A Common Stock pursuant to the LLC Agreement, such number of shares of Class A Common Stock that shall be issuable upon any such redemption pursuant to the LLC Agreement; provided that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of any such redemption of shares of Class B Common Stock pursuant to the LLC Agreement by delivering to the holder of shares of Class B Common Stock upon such redemption, cash in lieu of shares of Class A Common Stock in the amount permitted by and provided in the LLC Agreement or shares of Class A Common Stock which are held in the treasury of the Corporation. All shares of Class A Common Stock that shall be issued upon any such redemption will, upon issuance in accordance with the LLC Agreement, be validly issued, fully paid and non-assessable.
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(f)          The number of authorized shares of Class A Common Stock, Class B Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of Class A Common Stock, Class B Common Stock or Preferred Stock voting separately as a class shall be required therefor.

(g)          No stockholder shall, by reason of the holding of shares of any class or series of capital stock of the Corporation, have any preemptive or preferential right to acquire or subscribe for any shares or securities of any class, whether now or hereafter authorized, which may at any time be issued, sold or offered for sale by the Corporation, unless specifically provided for in the terms of a series of Preferred Stock and except for an exercise of redemption rights in accordance with the LLC Agreement.

FIFTH:  The business and affairs of the Corporation shall be managed by or under the direction of the Board. The directors, other than those who may be elected by the holders of any series of Preferred Stock specified in the related Preferred Stock Designation, shall be divided, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as is reasonably possible, with the initial term of office of the first class to expire at the first annual meeting of stockholders following the effective date of this Amended and Restated Certificate of Incorporation, the initial term of office of the second class to expire at the second annual meeting of stockholders following the effective date of this Amended and Restated Certificate of Incorporation, and the initial term of office of the third class to expire at the third annual meeting of stockholders following the effective date of this Amended and Restated Certificate of Incorporation, with each director to hold office until his successor shall have been duly elected and qualified, subject, however, to such director’s earlier death, resignation, disqualification or removal, and the Board shall be authorized to assign members of the Board, other than those directors who may be elected by the holders of any series of Preferred Stock, to such classes at the time such classification becomes effective. At each annual meeting of stockholders, directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his successor shall have been duly elected and qualified, subject, however, to such director’s earlier death, resignation, disqualification or removal.

Subject to applicable law and the rights of the holders of any series of Preferred Stock then outstanding, any newly created directorship that results from an increase in the number of directors or any vacancy on the Board that results from the death, resignation, disqualification or removal of any director or from any other cause shall, unless otherwise required by law or by resolution of the Board, be filled solely by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director, and shall not be filled by the stockholders. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall hold office for the remaining term of his predecessor. No decrease in the number of authorized directors constituting the Board shall shorten the term of any incumbent director.
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Subject to the rights of the holders of shares of any series of Preferred Stock, if any, to elect additional directors pursuant to this Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation thereunder), any director may be removed only for cause, upon the affirmative vote of the holders of at least 66 2/3% of the outstanding shares of stock of the Corporation entitled to vote generally for the election of directors, acting at a meeting of the stockholders or by written consent (if permitted) in accordance with the DGCL, this Amended and Restated Certificate of Incorporation and the bylaws of the Corporation. Except as applicable law otherwise provides, cause for the removal of a director shall be deemed to exist only if the director whose removal is proposed: (1) has been convicted of a felony (excluding traffic violations not giving rise to material personal injury or death) by a court of competent jurisdiction and that conviction is no longer subject to direct appeal; (2) has been found to have been guilty of willful misconduct in the performance of his duties to the Corporation in any matter of substantial importance to the Corporation by a court of competent jurisdiction; or (3) has been adjudicated by a court of competent jurisdiction to be mentally incompetent, which mental incompetency directly affects his ability to serve as a director of the Corporation.

Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Board. Unless and except to the extent that the bylaws of the Corporation so provide, the election of directors need not be by written ballot.

SIXTH:  Subject to the rights of holders of any series of Preferred Stock with respect to such series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be taken at a duly held annual or special meeting of stockholders and may not be taken by any consent in writing of such stockholders.

SEVENTH:  Special meetings of stockholders of the Corporation may be called only by the Chief Executive Officer, the Chairman of the Board or the Board pursuant to a resolution adopted by a majority of the total number of directors that the Corporation would have if there were no vacancies. The authorized person(s) calling a special meeting may fix the date, time and place, if any, of such meeting. Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock, the stockholders of the Corporation do not have the power to call a special meeting of stockholders of the Corporation. The Board may postpone, reschedule or cancel any special meeting of the stockholders previously scheduled by the Board.

EIGHTH:  In furtherance of, and not in limitation of, the powers conferred by the laws of the State of Delaware, the Board is expressly authorized to adopt, amend or repeal the bylaws of the Corporation without any action on the part of the stockholders of the Corporation. Stockholders shall also have the power to adopt, amend or repeal the bylaws; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Amended and Restated Certificate of Incorporation, any bylaw adopted or amended by the Board, and any powers thereby conferred, may be amended, altered or repealed by the affirmative vote of holders of not less than 66 2⁄3% in voting power of the then-outstanding shares of stock entitled to vote thereon, voting together as a single class. No bylaws hereafter made or adopted, nor any repeal of or amendment thereto, shall invalidate any prior act of the Board that was valid at the time it was taken.
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NINTH:  No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as it now exists. In addition to the circumstances in which a director of the Corporation is not personally liable as set forth in the preceding sentence, a director of the Corporation shall not be liable to the fullest extent permitted by any amendment to the DGCL hereafter enacted that further limits the liability of a director.

Any amendment, repeal or modification of this Article Ninth shall be prospective only and shall not affect any limitation on liability of a director for acts or omissions occurring prior to the date of such amendment, repeal or modification.

TENTH:  The Corporation shall have the right, subject to any express provisions or restrictions contained in this Amended and Restated Certificate of Incorporation or bylaws of the Corporation, from time to time, to amend this Amended and Restated Certificate of Incorporation or any provision hereof in any manner now or hereafter provided by applicable law, and all rights and powers of any kind conferred upon a director or stockholder of the Corporation by this Amended and Restated Certificate of Incorporation or any amendment hereof are subject to such right of the Corporation.

ELEVENTH:  Notwithstanding any other provision of this Amended and Restated Certificate of Incorporation or the bylaws of the Corporation (and in addition to any other vote that may be required by applicable law, this Amended and Restated Certificate of Incorporation or the bylaws of the Corporation), the affirmative vote of the holders of at least 66 2⁄3% in voting power of the outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required to amend, alter or repeal any provision of this Amended and Restated Certificate of Incorporation.

TWELFTH:  Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the DGCL, this Amended and Restated Certificate of Incorporation or the Corporation’s bylaws, or (iv) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine, in each such case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article Twelfth.
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If any provision or provisions of this Article Twelfth shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legal and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article Twelfth (including, without limitation, each portion of any sentence of this Article Twelfth containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. The provisions of this Article Twelfth shall not apply to actions brought to enforce any liability or duty created by the Securities Act of 1933, the Securities Exchange Act of 1934 or any other claim for which the federal courts have exclusive jurisdiction.

To the fullest extent permitted by law, if any action the subject matter of which is within the scope of the first paragraph of this Article Twelfth is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (A) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the first paragraph of this Article Twelfth (an “FSC Enforcement Action”) and (B) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.
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IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Incorporation as of this [●] day of [●], 2019.

 
ONEWATER MARINE INC.
     
 
By:

 
Name:
Philip Austin Singleton, Jr
 
Title:
Chief Executive Officer
.
[Signature Page to Amended and Restated Certificate of Incorporation]




Exhibit 5.1


[●], 2019
 
OneWater Marine Inc.
6275 Lanier Islands Parkway
Buford, Georgia 30518
 
Re:
Registration Statement on Form S-1
 
Ladies and Gentlemen:
 
We have acted as counsel for OneWater Marine Inc., a Delaware corporation (the “Company”), in connection with the proposed offer and sale (the “Offering”) by the Company, pursuant to a prospectus forming a part of a Registration Statement on Form S-1, Registration No. 333-232639, originally filed with the Securities and Exchange Commission on July 12, 2019 (such Registration Statement, as amended at the effective date thereof, being referred to herein as the “Registration Statement”), of up to [●] shares of Class A common stock of the Company, par value $0.01 per share (the “Subject Shares”).
 
In connection with the Offering, the Company will effect an internal reorganization (the “Reorganization”), as further described in the Registration Statement and the prospectus relating thereto.
 
In connection with this opinion, we have assumed that (i) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective, (ii) the Amended and Restated Certificate of Incorporation of the Company, in the form filed as an exhibit to the Registration Statement, will have become effective, (iii) the Fourth Amended and Restated Limited Liability Company Agreement of One Water Marine Holdings, LLC, in the form filed as an exhibit to the Registration Statement, will have become effective, (iv)  the Subject Shares will be issued and sold in the manner described in the Registration Statement and the prospectus relating thereto, (v) the Reorganization will have been consummated in the manner described in the Registration Statement and the prospectus relating thereto, and (vi) a definitive underwriting agreement, in the form filed as an exhibit to the Registration Statement, with respect to the sale of the Subject Shares will have been duly authorized and validly executed and delivered by the Company and the other parties thereto.
 
Vinson & Elkins LLP  Attorneys at Law
Austin  Beijing  Dallas  Dubai  Hong Kong  Houston  London
New York  Richmond  Riyadh  San Francisco  Tokyo  Washington
1001 Fannin Street, Suite 2500
Houston, TX 77002-6760
Tel  +1.713.758.2222  Fax +1.713.758.2346  velaw.com


[●], 2019   Page 2
 

In connection with the opinion expressed herein, we have examined, among other things, (i) the form of Amended and Restated Certificate of Incorporation of the Company filed as an exhibit to the Registration Statement, the form of Amended and Restated Bylaws of the Company filed as an exhibit to the Registration Statement, and the form of Fourth Amended and Restated Limited Liability Company Agreement of One Water Marine Holdings, LLC, (ii) the records of corporate proceedings that have occurred prior to the date hereof with respect to the Offering, (iii) the Registration Statement and (iv) the form of underwriting agreement filed as an exhibit to the Registration Statement.  We have also reviewed such questions of law as we have deemed necessary or appropriate.  As to matters of fact relevant to the opinion expressed herein, and as to factual matters arising in connection with our examination of corporate documents, records and other documents and writings, we relied upon certificates and other communications of corporate officers of the Company, without further investigation as to the facts set forth therein.  In making such examination and rendering the opinions set forth below, we have assumed without verification the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies and the legal capacity of all individuals executing any of the foregoing documents.
 
Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that, when the Subject Shares have been issued and delivered in accordance with a definitive underwriting agreement approved by the Board of Directors of the Company and upon payment of the consideration therefor provided for therein (not less than the par value of the Subject Shares), such Subject Shares will be duly authorized, validly issued, fully paid and nonassessable.
 
The foregoing opinions are limited in all respects to the General Corporation Law of the State of Delaware (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws) and the federal laws of the United States of America, and we do not express any opinions as to the laws of any other jurisdiction.  This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended, and the foregoing opinions are limited to the matters expressly stated herein, and no opinion is to be inferred or implied beyond the opinions expressly set forth herein.  We undertake no, and hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of any changes in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person or any other circumstance.


[●], 2019   Page 3
 
 
We hereby consent to the statements with respect to us under the heading “Legal Matters” in the prospectus forming a part of the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.  In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder.

 
Very truly yours,
 
/s/ DRAFT




Exhibit 10.1

ONEWATER MARINE INC.

2019 OMNIBUS INCENTIVE PLAN

1.          DEFINITIONS.

Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this OneWater Marine Inc. 2019 Omnibus Incentive Plan, have the following meanings:


(a)
Administrator means the Board, unless it has delegated power to act on its behalf to the Committee, in which case the term Administrator means the Committee.


(b)
Affiliate means any corporation, partnership, limited liability company, limited liability partnership, association, trust or other organization that, directly or indirectly, controls, is controlled by, or is under common control with, the Company.  For purposes of the preceding sentence, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of the power (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of the controlled entity or organization or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization, whether through the ownership of voting securities, by contract, or otherwise.


(c)
Agreement means a written or electronic document setting forth the terms of a Stock Right delivered pursuant to the Plan in such form as the Administrator shall approve.


(d)
Board means the Board of Directors of the Company.


(e)
Cause, with respect to any Participant (a) has the meaning in such Participant's employment agreement, or (b) if such Participant is not a party to an employment agreement, it means any of the following (i) willfully damaging the property, business, reputation or goodwill of the Company or any Affiliate; (ii) conviction of, or plea of nolo contendere with respect to, a felony; (iii) committing a crime of dishonesty, including theft, dishonesty, fraud or embezzlement; (iv) willfully neglecting the duties to be performed by Participant in connection with his employment or service with the Company or any Affiliate which is not the result of illness or accident; (v) sexually harassing, or discriminating against (based upon a protected classification), any other employee of the Company or any Affiliate or creating a hostile work environment for other employees of the Company or any Affiliate; (vi) failing for any reason to correct, cease or otherwise alter any insubordination, failure to comply with instructions or other act or omission that in the opinion of the Board adversely affects the Company’s or any Affiliate’s business or operations; or (vii) a breach of any of the material terms of Participant’s employment agreement or any noncompetition agreement between the Participant and the Company or any Affiliates. As to the matters listed in clauses (iv), (v), (vi) and (vi), Cause shall exist only if Participant fails to cure (if such action, inaction or circumstance is curable) as promptly as possible (not to exceed 10 days) following Participant’s receipt of written notice from the Company or any affiliate describing such matter in reasonable detail; provided, however, that if Participant has previously received written notice for a substantially similar matter that otherwise constitutes Cause, then, even if Participant cured the matter following the prior written notice, Participant shall not have a right to notice and cure a second time for the substantially similar matter.


(f)
Change in Control means the occurrence of any of the following events:

Ownership.  Any “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities (excluding for this purpose any such voting securities held by the Company or its Affiliates or by any employee benefit plan of the Company) pursuant to a transaction or a series of related transactions which the Board does not approve; or

Merger/Sale of Assets.  (A) A merger or consolidation of the Company whether or not approved by the Board, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; or (B) the sale or disposition by the Company of all or substantially all of the Company’s assets in a transaction requiring shareholder approval; or

Change in Board Composition.  A change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors.  “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of [DATE], or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company).

Provided, that if any payment or benefit payable hereunder upon or following a Change in Control would be required to comply with the limitations of Section 409A(a)(2)(A)(v) of the Code in order to avoid an additional tax under Section 409A of the Code, such payment or benefit shall be made only if such Change in Control constitutes a change in ownership or control of the Company, or a change in ownership of the Company’s assets in accordance with Section 409A of the Code.
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(g)
Code means the United States Internal Revenue Code of 1986, as amended, including any successor statute, regulation and guidance thereto.


(h)
Committee means the committee of the Board to which the Board has delegated power to act under or pursuant to the provisions of the Plan; provided, however, that, unless otherwise determined by the Board, the Committee shall consist solely of two or more Qualified Members.


(i)
Common Stock means shares of the Company’s Class A common stock, par value $0.01 per share.


(j)
Company means OneWater Marine Inc., a Delaware corporation.


(k)
Consultant means any natural person who is an advisor or consultant who provides bona fide services to the Company or its Affiliates, provided that such services are not in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market for the Company’s or its Affiliates’ securities.


(l)
Corporate Transaction means a merger, consolidation, or sale of all or substantially all of the Company’s assets or the acquisition of all of the outstanding voting stock of the Company in a single transaction or a series of related transactions by a single entity other than a transaction to merely change the state of incorporation.


(m)
Disability or Disabled means permanent and total disability as defined in Section 22(e)(3) of the Code.


(n)
Disqualifying Disposition has the meaning given to such term in Section 29 of the Plan.


(o)
Employee means any employee of the Company or of an Affiliate (including, without limitation, an employee who is also serving as an officer or director of the Company or of an Affiliate), designated by the Administrator to be eligible to be granted one or more Stock Rights under the Plan.


(p)
Exchange Act means the Exchange Act of 1934, as amended.


(q)
Fair Market Value of a Share of Common Stock means:

(1)          If the Common Stock is listed on a national securities exchange or traded in the over‑the‑counter market and sales prices are regularly reported for the Common Stock, the closing or, if not applicable, the last price of the Common Stock on the composite tape or other comparable reporting system on the applicable date and if such applicable date is not a trading day, the last market trading day prior to such date;

(2)          If the Common Stock is not traded on a national securities exchange but is traded on the over‑the‑counter market, if sales prices are not regularly reported for the Common Stock for the trading day referred to in clause (1), and if bid and asked prices for the Common Stock are regularly reported, the mean between the bid and the asked price for the Common Stock at the close of trading in the over-the-counter market on the applicable date and if such applicable date is not a trading day, the last market trading day prior to such date; and

If the Common Stock is neither listed on a national securities exchange nor traded in the over‑the‑counter market, such value as the Administrator, in good faith, shall determine in compliance with applicable laws.
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(r)
Incumbent Director has the meaning given to such term in Section 1(f) of the Plan.


(s)
ISO means an option intended to qualify as an incentive stock option under Section 422 of the Code.


(t)
Non‑Qualified Option means an option which is not intended to qualify as an ISO.


(u)
Option means an ISO or Non‑Qualified Option granted under the Plan.


(v)
Participant means an Employee, director or Consultant of the Company or an Affiliate to whom one or more Stock Rights are granted under the Plan. As used herein, “Participant” shall include “Participant’s Survivors” where the context requires. A Participant must be an “employee” of the Company or any of its parents or subsidiaries within the meaning of General Instruction A.1(a) to Form S-8 if such individual is granted a Stock Right that may be settled in Shares.


(w)
Performance-Based Award means a Stock Grant or Stock-Based Award which vests based on the attainment of written Performance Goals as set forth in Section 9 hereof.


(x)
Performance Goals means performance goals determined by the Administrator in its sole discretion and set forth in an Agreement. The Administrator has the authority to take appropriate action with respect to the Performance Goals (including, without limitation, making adjustments to the Performance Goals or determining the satisfaction of the Performance Goals in connection with a Corporate Transaction) provided that any such action does not otherwise violate the terms of the Plan.


(y)
Plan means this OneWater Marine Inc. 2019 Omnibus Incentive Plan.
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(z)
Qualified Member means a member of the Board who is (i) a “non-employee director” within the meaning of Rule 16b-3(b)(3), and (ii) “independent” under the listing standards or rules of the securities exchange upon which the Stock is traded, but only to the extent such independence is required in order to take the action at issue pursuant to such standards or rules.


(aa)
Rule 16b-3 means Rule 16b-3, promulgated by the SEC under Section 16 of the Exchange Act


(bb)
SAR Period has the meaning given to such term in Section 6(c)(ii) of the Plan.


(cc)
Securities Act means the Securities Act of 1933, as amended.


(dd)
Shares means shares of the Common Stock as to which Stock Rights have been or may be granted under the Plan or any shares of capital stock into which the Shares are changed or for which they are exchanged within the provisions of Section 3 of the Plan.  The Shares issued under the Plan may be authorized and unissued shares or shares held by the Company in its treasury, or both.


(ee)
Stock-Based Award means a grant by the Company under the Plan of an equity award or an equity-based award, which is not an Option or a Stock Grant.


(ff)
Stock Grant means a grant by the Company of Shares under the Plan.


(gg)
Stock Right means a right to Shares or the value of Shares of the Company granted pursuant to the Plan—an ISO, a Non-Qualified Option, a Stock Grant or a Stock-Based Award.


(hh)
Substitute Award has the meaning given to such term in Section 25(f) of the Plan.


(ii)
Successor Board has the meaning given to such term in Section 25(b) of the Plan.


(jj)
Survivor means a deceased Participant’s legal representatives and/or any person or persons who acquired the Participant’s rights to a Stock Right by will or by the laws of descent and distribution.

2.          PURPOSES OF THE PLAN.

The Plan is intended to encourage ownership of Shares and to provide incentive compensation, including incentive compensation measured by reference to the value of Shares, by Employees and directors of and certain Consultants to the Company and its Affiliates in order to attract and retain such people, to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to promote the success of the Company or of an Affiliate.  The Plan provides for the granting of ISOs, Non‑Qualified Options, Stock Grants and Stock-Based Awards.
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3.          SHARES SUBJECT TO THE PLAN.

(a)
The number of Shares which may be issued from time to time pursuant to this Plan shall be ten percent (10%) of the fully diluted shares of the Company outstanding from time to time, or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Section 25 of the Plan.

 (b)
Other than with respect to Substitute Awards, to the extent that a Stock-Based Award expires or is canceled, forfeited, terminated, settled in cash, or otherwise is settled without issuance to the Participant of the full number of Shares to which the Stock-Based Award related, the unissued Shares will again be available for grant under the Plan. Shares forfeited with respect to Stock Grants and Stock-Based Awards, Shares withheld in payment of the exercise price, or taxes relating to a Stock-Based Award, and Shares equal to the number of Shares surrendered in payment of any exercise price, or taxes relating to a Stock-Based Award, shall be deemed to constitute Shares not issued to the Participant and shall be deemed to again be available for Stock-Based Awards under the Plan; provided, however, that such shares shall not become available for issuance hereunder if the applicable shares are withheld or surrendered following the termination of the Plan.

(c)
In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Board may grant a Stock Right in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof.  Substitute Awards may be granted on such terms as the Board deems appropriate in the circumstances, notwithstanding any limitations contained in the Plan.  Substitute Awards shall not count against the overall share limit set forth in Section 3(a), except as may be required by reason of Section 422 and related provisions of the Code.

(d)
Subject to the provisions of Section 25, Adjustments, the maximum number of Shares that may be issued pursuant to the exercise of ISOs is equal to 673,777.

4.          ADMINISTRATION OF THE PLAN.

The Administrator of the Plan will be the Board, except to the extent the Board delegates its authority to the Committee, in which case the Committee shall be the Administrator.  Subject to the provisions of the Plan, the Administrator is authorized to:

(a)
Interpret the provisions of the Plan and all Stock Rights and to make all rules and determinations which it deems necessary or advisable for the administration of the Plan;

(b)
Determine which Employees, directors and Consultants shall be granted Stock Rights;

(c)
Determine the number of Shares for which a Stock Right or Stock Rights shall be granted, provided however that the maximum amount of cash and Shares subject to a Stock Right (calculated based on grant date fair value for financial reporting purposes) granted in any calendar year to any individual non-employee director shall not exceed $75,000 in the case of an incumbent director or $75,000 in the case of a new director during his or her first year of service;
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(d)
Specify the terms and conditions upon which a Stock Right or Stock Rights may be granted;

(e)
Amend any term or condition of any outstanding Stock Right, provided that such term or condition as amended is not prohibited by the Plan;

(f)
Determine and make any adjustments in the Performance Goals included in any Performance-Based Awards in compliance with (d) above; and

(g)
Adopt any sub-plans applicable to residents of any specified jurisdiction as it deems necessary or appropriate in order to comply with or take advantage of any tax or other laws applicable to the Company, any Affiliate or to Participants or to otherwise facilitate the administration of the Plan, which sub-plans may include additional restrictions or conditions applicable to Stock Rights or Shares issuable pursuant to a Stock Right; provided, however, that all such interpretations, rules, determinations, terms and conditions shall be made and prescribed in the context of potential tax consequences under Section 409A of the Code and preserving the tax status under Section 422 of the Code of those Options which are designated as ISOs.  The interpretation and construction by the Administrator of any provisions of the Plan or of any Stock Right granted under it shall be final, unless otherwise determined by the Board, if the Administrator is the Committee.  In addition, if the Administrator is the Committee, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee.

To the extent permitted under applicable law, the Board or the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any portion of its responsibilities and powers to any other person selected by it in accordance with applicable law. The Board or the Committee may revoke any such allocation or delegation at any time.  Notwithstanding the foregoing, only the Board or the Committee shall be authorized to grant, modify or otherwise delegate its duties with respect to a Stock Right to any director of the Company or to any “officer” of the Company as defined by Rule 16a-1 under the Exchange Act.

5.          ELIGIBILITY FOR PARTICIPATION.

The Administrator will, in its sole discretion, determine the Participants to whom Stock Rights will be granted under the Plan; provided, however, that each Participant must be an Employee, director or Consultant of the Company or of an Affiliate at the time a Stock Right is granted.  Notwithstanding the foregoing, the Administrator may authorize the grant of a Stock Right to a person not then an Employee, director or Consultant of the Company or of an Affiliate; provided, however, that the actual grant of such Stock Right shall be conditioned upon such person becoming eligible to become a Participant at or prior to the time of the execution of the Agreement evidencing such Stock Right.  ISOs may be granted only to Employees who are deemed to be residents of the United States for tax purposes.  Non‑Qualified Options, Stock Grants and Stock-Based Awards may be granted to any Employee, director or Consultant of the Company or an Affiliate.  The granting of any Stock Right to any individual shall neither entitle that individual to, nor disqualify him or her from, participation in any other grant of Stock Rights or any grant under any other benefit plan established by the Company or any Affiliate for Employees, directors or Consultants.
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6.          TERMS AND CONDITIONS OF OPTIONS AND SARS.

Each Option shall be set forth in an Option Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant.  The Administrator may provide that Options be granted subject to such terms and conditions, consistent with the terms and conditions specifically required under this Plan, as the Administrator may deem appropriate including, without limitation, subsequent approval by the shareholders of the Company of this Plan or any amendments thereto.  The Option Agreements shall be subject to at least the following terms and conditions:

(a)
Non‑Qualified Options:  Each Option intended to be a Non‑Qualified Option shall be subject to the terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards for any such Non‑Qualified Option:


(i)
Exercise Price: Each Option Agreement shall state the exercise price (per share) of the Shares covered by each Option, which exercise price shall be determined by the Administrator and shall be at least equal to the Fair Market Value per share of the Common Stock on the date of grant of the Option, except as otherwise provided by the Administrator in the case of Substitute Awards or any other revision or change to an Option that would not constitute a modification of the Option for purposes of Sections 422 or 409A of the Code.


(ii)
Number of Shares: Each Option Agreement shall state the number of Shares to which it pertains.


(iii)
Vesting:  Each Option Agreement shall state the date or dates on which it first is exercisable and the date after which it may no longer be exercised, and may provide that the Option rights accrue or become exercisable in installments over a period of months or years, or upon the occurrence of certain performance conditions or the attainment of stated goals or events, provided, however, that notwithstanding any such date or dates, the Administrator may, in its sole discretion, accelerate the date on which it is first exercisable at any time for any reason.


(iv)
Term of Option:  Each Option shall terminate not more than ten (10) years from the date of the grant or at such earlier time as the Option Agreement may provide, provided, that if the such term would expire at a time when trading in the Shares is prohibited by the Company’s insider trading policy (or Company-imposed “blackout period”), then the term shall be automatically extended until the 30th day following the expiration of such prohibition.
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(b)
ISOs:  Each Option intended to be an ISO shall be issued only to an Employee who is deemed to be a resident of the United States for tax purposes, and shall be subject to the following terms and conditions, with such additional restrictions or changes as the Administrator determines are appropriate but not in conflict with Section 422 of the Code and relevant regulations and rulings of the Internal Revenue Service:


(i)
Minimum Standards:  The ISO shall meet the minimum standards required of Non‑Qualified Options, as described in Section 6(a) above, except clause (i) and (iv) thereunder.


(ii)
Exercise Price:  Immediately before the ISO is granted, if the Participant owns, directly or by reason of the applicable attribution rules in Section 424(d) of the Code and except as otherwise provided by the Administrator in the case of any other revision or change to an Option (including with respect to Substitute Awards_ that would not constitute a modification of the Option for purposes of Sections 422 of the Code:


A.
Ten percent (10%) or less of the total combined voting power of all classes of stock of the Company or an Affiliate, the exercise price per share of the Shares covered by each ISO shall not be less than one hundred percent (100%) of the Fair Market Value per share of the Common Stock on the date of grant of the Option; or


B.
More than ten percent (10%) of the total combined voting power of all classes of stock of the Company or an Affiliate, the exercise price per share of the Shares covered by each ISO shall not be less than one hundred ten percent (110%) of the Fair Market Value per share of the Common Stock on the date of grant of the Option.


(iii)
Term of Option:  For Participants who own:


A.
Ten percent (10%) or less of the total combined voting power of all classes of stock of the Company or an Affiliate, each ISO shall terminate not more than ten (10) years from the date of the grant or at such earlier time as the Option Agreement may provide; or


B.
More than ten percent (10%) of the total combined voting power of all classes of stock of the Company or an Affiliate, each ISO shall terminate not more than five (5) years from the date of the grant or at such earlier time as the Option Agreement may provide.
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 (c)
Stock Appreciation Rights. Each SAR granted under the Plan shall be evidenced by a SAR Agreement. Each SAR so granted shall be subject to the conditions set forth in this Section 6, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable SAR Agreement. Any Option granted under the Plan may include tandem SARs. The Administrator also may award SARs to Participants independent of any Option.

(i)
Strike price. Each SAR Agreement shall state the strike price (per share) of the Shares covered by each SAR, which strike price shall be determined by the Administrator and shall be at least equal to the Fair Market Value per share of the Common Stock on the date of grant of the SAR, except as otherwise provided by the Administrator in the case of Substitute Awards. Notwithstanding the foregoing, a SAR granted in tandem with (or in substitution for) an Option previously granted shall have a strike price equal to the exercise price of the corresponding Option.

(ii)
Vesting and Expiration; Termination. A SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by the Administrator including, without limitation, Performance Goals; provided, however, that notwithstanding any such vesting dates or events, the Administrator may, in its sole discretion, accelerate the vesting of any SAR at any time and for any reason. SARs shall expire upon a date determined by the Administrator, not to exceed ten (10) years from the date of grant (the “SAR Period”); provided, that if the SAR Period would expire at a time when trading in the Shares is prohibited by the Company’s insider trading policy (or Company-imposed “blackout period”), then the SAR Period shall be automatically extended until the 30th day following the expiration of such prohibition.

(iii)
Method of Exercise. SARs which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Agreement, specifying the number of SARs to be exercised and the date on which such SARs were awarded.

7.          TERMS AND CONDITIONS OF STOCK GRANTS.

Each Stock Grant to a Participant shall state the principal terms in an Agreement duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant.  The Agreement shall be in a form approved by the Administrator and shall contain terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards:

(a)
Each Agreement shall state the purchase price per share, if any, of the Shares covered by each Stock Grant, which purchase price shall be determined by the Administrator but shall not be less than the minimum consideration required by the Delaware General Corporation Law, if any, on the date of the grant of the Stock Grant;
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(b)
Each Agreement shall state the number of Shares to which the Stock Grant pertains;

(c)
Each Agreement shall include the terms of any right of the Company to restrict or reacquire the Shares subject to the Stock Grant, including the time period or attainment of Performance Goals or such other performance criteria upon which such rights shall accrue and the purchase price therefore, if any, provided, however, that notwithstanding any such date or dates, the Administrator may, in its sole discretion, accelerate the date on which it first vests at any time for any reason; and

(d)
Participants holding Stock Grants will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise at the time the Stock Grant is made. If any such dividends or distributions are paid in Shares, the Shares may, as determined by the Administrator, be subject to the same restrictions on transferability and forfeitability as the Stock Grant with respect to which they were paid.

8.          TERMS AND CONDITIONS OF OTHER STOCK-BASED AWARDS AND CASH-BASED AWARDS.

The Administrator shall have the right to grant other Stock-Based Awards based upon the Common Stock and other cash-based awards having such terms and conditions as the Administrator may determine, including, without limitation, the grant of Shares based upon certain conditions, the grant of securities convertible into Shares and the grant of phantom stock awards or stock units, provided, however, that notwithstanding any such date or dates, the Administrator may, in its sole discretion, accelerate the date on which it first vests at any time for any reason. The principal terms of each Stock-Based Award shall be set forth in an Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant.  The Agreement shall be in a form approved by the Administrator and shall contain terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company.  Each Agreement shall include the terms of any right of the Company including the right to terminate the Stock-Based Award without the issuance of Shares, the terms of any vesting conditions, Performance Goals or events upon which Shares shall be issued, provided that dividends (other than stock dividends to be issued pursuant to Section 25 of the Plan) or dividend equivalents may accrue but shall not be paid prior to and may be paid only to the extent that the Shares subject to the Stock-Based Award vest. The principal terms of each cash-based award shall be evidenced in such form as the Administrator may determine from time to time.

Participants holding other Stock-Based Awards will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise at the time the Stock-Based Award is made. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Stock-Based Award with respect to which they were paid, unless otherwise determined by the Administrator.
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The Company intends that the Plan and any Stock-Based Awards granted hereunder be exempt from the application of Section 409A of the Code or meet the requirements of Sections (2), (3) and (4) of subsection (a) of Section 409A of the Code, to the extent applicable, and be operated in accordance with Section 409A so that any compensation deferred under any Stock-Based Award (and applicable investment earnings) shall not be included in income under Section 409A of the Code.  Any ambiguities in the Plan shall be construed to effect the intent as described in this Section 8.

9.          PERFORMANCE-BASED AWARDS.

The Administrator shall determine whether, with respect to a performance period, the applicable Performance Goals have been met with respect to a given Participant and, if they have, to so certify and ascertain the amount of the applicable Performance-Based Award.  The number of Shares issued in respect of a Performance-Based Award determined by the Administrator for a performance period shall be paid to the Participant at such time as determined by the Administrator in its sole discretion after the end of such performance period.  Participants holding other performance-based awards will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise at the time the performance-based award is made. Unless otherwise determined by the Administrator, if any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Performance-Based Award with respect to which they were paid.

10.          EXERCISE OF OPTIONS AND ISSUE OF SHARES; SETTLEMENT OF SARS.

An Option (or any part or installment thereof) shall be exercised by giving written notice to the Company or its designee (in a form acceptable to the Administrator, which may include electronic notice), together with provision for payment of the aggregate exercise price in accordance with this Section for the Shares as to which the Option is being exercised, and upon compliance with any other condition(s) set forth in the Option Agreement.  Such notice shall be signed by the person exercising the Option (which signature may be provided electronically in a form acceptable to the Administrator), shall state the number of Shares with respect to which the Option is being exercised and shall contain any representation required by the Plan or the Option Agreement.  Payment of the exercise price for the Shares as to which such Option is being exercised shall be made (a) in United States dollars in cash or by check; or (b) at the discretion of the Administrator, through delivery of shares of Common Stock having a Fair Market Value equal as of the date of the exercise to the aggregate cash exercise price for the number of Shares as to which the Option is being exercised; or (c) at the discretion of the Administrator, by having the Company retain from the Shares otherwise issuable upon exercise of the Option, a number of Shares having a Fair Market Value equal as of the date of exercise to the aggregate exercise price for the number of Shares as to which the Option is being exercised; or (d) at the discretion of the Administrator, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Administrator; or (e) at the discretion of the Administrator, by any combination of (a), (b), (c) and (d) above or (f) at the discretion of the Administrator, by payment of such other lawful consideration as the Administrator may determine. Notwithstanding the foregoing, the Administrator shall accept only such payment on exercise of an ISO as is permitted by Section 422 of the Code.
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The Company shall then reasonably promptly deliver the Shares as to which such Option was exercised to the Participant (or to the Participant’s Survivors, as the case may be).  In determining what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery of the Shares may be delayed by the Company in order to comply with any law or regulation (including, without limitation, state securities or “blue sky” laws) which requires the Company to take any action with respect to the Shares prior to their issuance.  The Shares shall, upon delivery, be fully paid, non-assessable Shares.

Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that is being exercised multiplied by the excess of the Fair Market Value of one share of Common Stock on the exercise date over the strike price, less an amount equal to any Federal, state, local, and non-U.S. income, employment, and any other applicable taxes required to be withheld. The Company shall pay such amount in cash, in shares of Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Administrator. Any fractional shares of Common Stock shall be settled in cash.

11.          PAYMENT IN CONNECTION WITH THE ISSUANCE OF STOCK GRANTS AND STOCK-BASED AWARDS AND ISSUE OF SHARES.

Any Stock Grant or Stock-Based Award requiring payment of a purchase price for the Shares as to which such Stock Grant or Stock-Based Award is being granted shall be made (a) in United States dollars in cash or by check; or (b) at the discretion of the Administrator, through delivery of shares of Common Stock and having a Fair Market Value equal as of the date of payment to the purchase price of the Stock Grant or Stock-Based Award; or (c) at the discretion of the Administrator, by any combination of (a) and (b) above; or (d) at the discretion of the Administrator, by payment of such other lawful consideration as the Administrator may determine.

The Company shall, when required by the applicable Agreement, reasonably promptly deliver the Shares as to which such Stock Grant or Stock-Based Award was made to the Participant (or to the Participant’s Survivors, as the case may be), subject to any escrow provision set forth in the applicable Agreement.  In determining what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery of the Shares may be delayed by the Company in order to comply with any law or regulation (including, without limitation, state securities or “blue sky” laws) which requires the Company to take any action with respect to the Shares prior to their issuance.

12.          RIGHTS AS A SHAREHOLDER.

No Participant to whom a Stock Right has been granted shall have rights as a shareholder with respect to any Shares covered by such Stock Right except after due exercise of an Option or SAR for Shares or issuance of Shares as set forth in any Agreement, tender of the aggregate exercise or purchase price, if any, for the Shares being purchased and registration of the Shares in the Company’s share register in the name of the Participant, and except as otherwise set forth herein or in an Agreement with respect to dividends or dividend equivalents.
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13.          ASSIGNABILITY AND TRANSFERABILITY OF STOCK RIGHTS.

By its terms, a Stock Right granted to a Participant shall not be transferable by the Participant other than (i) by will or by the laws of descent and distribution, or (ii) as approved by the Administrator in its discretion and set forth in the applicable Agreement, provided that no Stock Right may be transferred by a Participant for value; provided, however, transfers contemplated pursuant to a domestic relations order will not be deemed to be transfers for value.  Notwithstanding the foregoing, an ISO transferred except in compliance with clause (i) above shall no longer qualify as an ISO.  The designation of a beneficiary of a Stock Right by a Participant, with the prior approval of the Administrator and in such form as the Administrator shall prescribe, shall not be deemed a transfer prohibited by this Section.  Except as provided above, during the Participant’s lifetime, a Stock Right shall only be exercisable by or issued to such Participant (or his or her legal representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process.  Any attempted transfer, assignment, pledge, hypothecation or other disposition of any Stock Right or of any rights granted thereunder contrary to the provisions of this Plan, or the levy of any attachment or similar process upon a Stock Right, shall be null and void.

14.          EFFECT ON OPTIONS OR SARS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE OR DEATH OR DISABILITY.

Except as otherwise provided in a Participant’s Option or SAR Agreement, in the event of a termination of service (whether as an Employee, director or Consultant) with the Company or an Affiliate before the Participant has exercised an Option or SAR, the following rules apply:

(a)
A Participant who ceases to be an Employee, director or Consultant of the Company or of an Affiliate (for any reason other than termination for Cause, Disability, or death for which events there are special rules in Sections 15, 16, and 17, respectively), may exercise any Option or SAR granted to him or her to the extent that the Option or SAR is exercisable on the date of such termination of service, but only within such term as the Administrator has designated in a Participant’s Option Agreement.

(b)
Except as provided in Subsection (c) below, or Section 16 or 17, in no event may an Option intended to be an ISO be exercised later than three months after the Participant’s termination of employment.

(c)
The provisions of this Section, and not the provisions of Section 16 or 17, shall apply to a Participant who subsequently becomes Disabled or dies after the termination of employment, director status or consultancy; provided, however, in the case of a Participant’s Disability or death within three months after the termination of employment, director status or consultancy, the Participant or the Participant’s Survivors may exercise the Option or SAR within one year after the date of the Participant’s termination of service, but in no event after the date of expiration of the term of the Option or SAR, respectively.
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(d)
Notwithstanding anything herein to the contrary, if subsequent to a Participant’s termination of employment, termination of director status or termination of consultancy, but prior to the exercise of an Option or SAR, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then such Participant shall forthwith cease to have any right to exercise any Option or SAR.

(e)
A Participant to whom an Option or SAR has been granted under the Plan who is absent from the Company or an Affiliate because of temporary disability (any disability other than a Disability as defined in Section 1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant’s employment, director status or consultancy with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide; provided, however, that, for ISOs, any leave of absence granted by the Administrator of greater than three months, unless pursuant to a contract or statute that guarantees the right to reemployment, shall cause such ISO to become a Non-Qualified Option on the date that is six months following the commencement of such leave of absence.

(f)
Except as required by law or as set forth in a Participant’s Option or SAR Agreement, Options or SARs granted under the Plan shall not be affected by any change of a Participant’s status within or among the Company and any Affiliates, so long as the Participant continues to be an Employee, director or Consultant of the Company or any Affiliate.

15.          EFFECT ON OPTIONS OR SARS OF TERMINATION OF SERVICE FOR CAUSE.

Except as otherwise provided in a Participant’s Option or SAR Agreement, the following rules apply if the Participant’s service (whether as an Employee, director or Consultant) with the Company or an Affiliate is terminated for Cause prior to the time that all his or her outstanding Options or SARs have been exercised:

(a)
All outstanding and unexercised Options or SARs as of the time the Participant is notified his or her service is terminated for Cause will immediately be forfeited.

(b)
Cause is not limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary that the Administrator’s finding of Cause occur prior to termination.  If the Administrator determines, subsequent to a Participant’s termination of service but prior to the exercise of an Option or SAR, that either prior or subsequent to the Participant’s termination the Participant engaged in conduct which would constitute Cause, then the right to exercise any Option or SAR is forfeited.
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16.        EFFECT ON OPTIONS OR SARS OF TERMINATION OF SERVICE FOR DISABILITY.

   
 Except as otherwise provided in a Participant’s Option or SAR Agreement:

(a)
Except as otherwise provided in an Agreement, a Participant who ceases to be an Employee, director or Consultant of the Company or of an Affiliate by reason of Disability may exercise any Option or SAR granted to such Participant to the extent that the Option or SAR has become exercisable but has not been exercised on the date of the Participant’s termination of service due to Disability.

(b)
A Disabled Participant may exercise the Option or SAR only within the period ending one year after the date of the Participant’s termination of service due to Disability, notwithstanding that the Participant might have been able to exercise the Option or SAR as to some or all of the Shares on a later date if the Participant had not been terminated due to Disability and had continued to be an Employee, director or Consultant or, if earlier, within the originally prescribed term of the Option or SAR.

(c)
The Administrator shall make the determination both of whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such determination).  If requested, the Participant shall be examined by a physician selected or approved by the Administrator, the cost of which examination shall be paid for by the Company.

17.        EFFECT ON OPTIONS OR SARS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.

Except as otherwise provided in a Participant’s Option or SAR Agreement:

(a)
Except as otherwise provided in an Agreement, in the event of the death of a Participant while the Participant is an Employee, director or Consultant of the Company or of an Affiliate, such Option or SAR may be exercised by the Participant’s Survivors to the extent that the Option or SAR has become exercisable but has not been exercised on the date of death.

(b)
If the Participant’s Survivors wish to exercise the Option or SAR, they must take all necessary steps to exercise the Option or SAR within one year after the date of death of such Participant, notwithstanding that the decedent might have been able to exercise the Option or SAR as to some or all of the Shares on a later date if he or she had not died and had continued to be an Employee, director or Consultant or, if earlier, within the originally prescribed term of the Option.

18.          EFFECT OF TERMINATION OF SERVICE ON UNACCEPTED STOCK GRANTS AND STOCK-BASED AWARDS.

In the event of a termination of service (whether as an Employee, director or Consultant) with the Company or an Affiliate for any reason before the Participant has accepted a Stock Grant or a Stock-Based Award and paid the purchase price, if required, such grant shall terminate.
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For purposes of this Section 18 and Section 19 below, a Participant to whom a Stock Grant or a Stock-Based Award has been issued under the Plan who is absent from work with the Company or with an Affiliate because of temporary disability (any disability other than a Disability as defined in Section 1 hereof), or who is on an approved leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant’s employment, director status or consultancy with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide.

19.          EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE, DEATH OR DISABILITY.

Except as otherwise provided in a Participant’s Agreement, in the event of a termination of service for any reason (whether as an Employee, director or Consultant), other than termination for Cause, death or Disability for which there are special rules in Sections 20, 21, and 22 below, before all forfeiture provisions or Company rights of repurchase shall have lapsed, then the Company shall have the right to cancel or repurchase that number of Shares subject to a Stock Grant or Stock-Based Award as to which the Company’s forfeiture or repurchase rights have not lapsed.

20.          EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE FOR CAUSE.

Except as otherwise provided in a Participant’s Agreement, the following rules apply if the Participant’s service (whether as an Employee, director or Consultant) with the Company or an Affiliate is terminated for Cause:

(a)
All Shares subject to any Stock Grant or Stock-Based Award that remain subject to forfeiture provisions or as to which the Company shall have a repurchase right shall be immediately forfeited to the Company as of the time the Participant is notified his or her service is terminated for Cause.

(b)
Cause is not limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary that the Administrator’s finding of Cause occur prior to termination.  If the Administrator determines, subsequent to a Participant’s termination of service, that either prior or subsequent to the Participant’s termination the Participant engaged in conduct which would constitute Cause, then all Shares subject to any Stock Grant or Stock-Based Award that remained subject to forfeiture provisions or as to which the Company had a repurchase right on the date of termination shall be immediately forfeited to the Company.

21.          EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE FOR DISABILITY.

Except as otherwise provided in a Participant’s Agreement, if a Participant ceases to be an Employee, director or Consultant of the Company or of an Affiliate by reason of Disability, any Shares underlying such Stock Rights subject to forfeiture provisions or the Company’s rights of repurchase have not lapsed on the date of Disability, will be forfeited or subject to repurchase, as applicable, upon such termination.
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The Administrator shall make the determination both as to whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such determination).  If requested, the Participant shall be examined by a physician selected or approved by the Administrator, the cost of which examination shall be paid for by the Company.

22.          EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.

Except as otherwise provided in a Participant’s Agreement, the following rules apply in the event of the death of a Participant while the Participant is an Employee, director or Consultant of the Company or of an Affiliate, , any Shares underlying such Stock Rights subject to forfeiture provisions or the Company’s rights of repurchase have not lapsed on the date of death, will be forfeited or subject to repurchase, as applicable, upon such termination.

23.          PURCHASE FOR INVESTMENT.

Unless the offering and sale of the Shares shall have been effectively registered under the Securities Act, the Company shall be under no obligation to issue Shares under the Plan unless and until the following conditions have been fulfilled:

(a)
The person who receives a Stock Right shall warrant to the Company, prior to the receipt of Shares, that such person is acquiring such Shares for his or her own account, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person acquiring such Shares shall be bound by the provisions of the following legend (or a legend in substantially similar form) which shall be endorsed upon the certificate evidencing the Shares issued pursuant to such exercise or such grant of a Stock Right:

“The shares represented by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933, as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws.”

(b)
At the discretion of the Administrator, the Company shall have received an opinion of its counsel that the Shares may be issued in compliance with the Securities Act without registration thereunder.

24.          DISSOLUTION OR LIQUIDATION OF THE COMPANY.

Upon the dissolution or liquidation of the Company, all Options granted under this Plan which as of such date shall not have been exercised and all Stock Grants and Stock-Based Awards which have not been accepted, to the extent required under the applicable Agreement, will terminate and become null and void; provided, however, that if the rights of a Participant or a Participant’s Survivors have not otherwise terminated and expired, the Participant or the Participant’s Survivors will have the right immediately prior to such dissolution or liquidation to exercise or accept any Stock Right to the extent that the Stock Right is exercisable or subject to acceptance as of the date immediately prior to such dissolution or liquidation.  Upon the dissolution or liquidation of the Company, any outstanding Stock-Based Awards shall immediately terminate unless otherwise determined by the Administrator or specifically provided in the applicable Agreement.
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25.          ADJUSTMENTS.

Upon the occurrence of any of the following events, a Participant’s rights with respect to any Stock Right granted to him or her hereunder shall be adjusted as hereinafter provided, unless otherwise specifically provided in a Participant’s Agreement.

(a)
Stock Dividends and Stock Splits.  If (i) the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, or (ii) additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Common Stock, each Stock Right and the number of shares of Common Stock deliverable thereunder shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made including, in the exercise, strike or purchase price per share and, as determined by the Administrator in its sole discretion, in the Performance Goals applicable to outstanding Performance-Based Awards to reflect such events.  The number of Shares subject to the limitations in Section 3(a) and 4(c) shall also be proportionately adjusted upon the occurrence of such events.

(b)
Corporate Transactions.

In the event that the Company is subject to a Corporate Transaction, including a Change in Control, outstanding Stock Rights acquired under the Plan shall be subject to the agreement evidencing the Corporate Transaction, which need not treat all outstanding Stock Rights in an identical manner (including different Stock Rights held by the same Participant). Such agreement, without the Participant’s consent, shall provide for one or more of the following with respect to all outstanding Stock Rights as of the effective date of such Corporate Transaction:

(i) The continuation of an outstanding Stock Right by the Company (if the Company is the successor entity).

(ii) The assumption of an outstanding Stock Right by the successor or acquiring entity (if any) of such Corporate Transaction (or by its parents, if any), which assumption will be binding on all selected Participants; provided that the exercise price or strike price and the number and nature of shares issuable upon exercise of any Option or SAR, or any award that is subject to Section 409A of the Code, will be adjusted appropriately pursuant to Section 424(a) of the Code and/or Section 409A of the Code, as applicable.
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(iii) The substitution by the successor or acquiring entity in such Corporate Transaction (or by its parents, if any) of equivalent awards with substantially the same terms for such outstanding Stock Rights (except that the exercise price or strike price and the number and nature of shares issuable upon exercise of any Option or SAR, respectively, or any award that is subject to Section 409A of the Code, will be adjusted appropriately pursuant to Section 424(a) of the Code and/or Section 409A of the Code, as applicable).

(iv) The full or partial acceleration of exercisability or vesting and accelerated expiration of an outstanding Stock Right and lapse of the Company’s right to repurchase or re-acquire shares acquired under a Stock Right or lapse of forfeiture rights with respect to shares acquired under a Stock Right.

(v) The settlement of such outstanding Stock Right (whether or not then vested or exercisable) in cash, cash equivalents, or securities of the successor entity (or its parent, if any) with a Fair Market Value equal to the required amount per Share provided in the definitive agreement evidencing the Corporate Transaction, as determined by the Committee in its sole discretion, followed by the cancellation of such Stock Rights; provided however, that such Stock Right may be cancelled without consideration if such Stock Right has no value, as determined by the Committee in its sole discretion (which will include, but not be limited, to situations where the per Share exercise price of an Option or the per Share strike price of an SAR exceeds the required amount per Share provided in the definitive agreement evidencing the Corporate Transaction). Subject to compliance with Section 409A of the Code, such payment may be made in installments and may be deferred until the date or dates the Stock Right would have become exercisable or vested. Such payment may be subject to vesting based on the Participant’s continuous service status. For purposes of this paragraph, the Fair Market Value of any security shall be determined without regard to any vesting conditions that may apply to such security.

The Board shall have full power and authority to assign the Company’s right to repurchase or re-acquire or forfeiture rights to such successor or acquiring corporation. In addition, in the event such successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute Stock Rights, as provided above, pursuant to a Corporate Transaction, the Committee will notify the Participant in writing or electronically that such Stock Right will be exercisable (to the extent vested and exercisable pursuant to its terms) for a period of time determined by the Committee in its sole discretion, and such Stock Right will terminate upon the expiration of such period.

 (c)
Recapitalization or Reorganization.  In the event of a recapitalization or reorganization of the Company other than a Corporate Transaction pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, a Participant upon exercising an Option or SAR or accepting a Stock Grant after the recapitalization or reorganization shall be entitled to receive for the price paid upon such exercise or acceptance if any, the number of replacement securities which would have been received by the Participant in the recapitalization or reorganization of the Company if such Option or SAR had been exercised or Stock Grant accepted prior to such recapitalization or reorganization.
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(d)
Adjustments to Stock-Based Awards.  Upon the happening of any of the events described in Subsections (a), (b) or (c) above, any outstanding Stock-Based Award shall be appropriately adjusted to reflect the events described in such Subsections.  The Administrator or the Successor Board shall determine the specific adjustments to be made under this Section 25, including, but not limited to the effect of any, Corporate Transaction and Change in Control and, subject to Section 4, its determination shall be conclusive.

 (e)
Assumption of Awards by the Company. The Company, from time to time, may substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either (a) granting a Stock Right under this Plan in substitution of such other company’s award; or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed award could be applied to a Stock Right granted under this Plan (a “Substitute Award”). Such substitution or assumption will be permissible if the holder of the Substitute Award would have been eligible to be granted a Stock Right under this Plan if the other company had applied the rules of this Plan to such grant. The exercise price and the number and nature of Shares issuable upon exercise or settlement of any such Substitute Award will be adjusted appropriately pursuant to Section 424(a) of the Code and/or Section 409A of the Code, as applicable.

26.          ISSUANCES OF SECURITIES.

Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Stock Rights.  Except as expressly provided herein, no adjustments shall be made for dividends paid in cash or in property (including without limitation, securities) of the Company prior to any issuance of Shares pursuant to a Stock Right.

27.          FRACTIONAL SHARES.

No fractional shares shall be issued under the Plan and the person exercising a Stock Right shall receive from the Company cash in lieu of such fractional shares equal to the Fair Market Value thereof.

28.          WITHHOLDING.

In the event that any federal, state, or local income taxes, employment taxes, Federal Insurance Contributions Act withholdings or other amounts are required by applicable law or governmental regulation to be withheld from the Participant’s salary, wages or other remuneration in connection with the issuance of a Stock Right or Shares under the Plan or for any other reason required by law, the Company may withhold from the Participant’s compensation, if any, or may require that the Participant advance in cash to the Company, or to any Affiliate of the Company which employs or employed the Participant, up to the statutory maximum amount of such withholdings unless a different withholding arrangement, including the use of shares of the Company’s Common Stock is authorized by the Administrator (and permitted by law).  For purposes hereof, the fair market value of the shares withheld for purposes of payroll withholding shall be determined in the manner set forth under the definition of Fair Market Value provided in Section 1 above, as of the most recent practicable date prior to the date of exercise.  If the Fair Market Value of the shares withheld is less than the amount of payroll withholdings required, the Participant may be required to advance the difference in cash to the Company or the Affiliate employer.   Any determination made by the Committee to allow a Participant who is subject to Rule 16b-3 to pay taxes with shares of Common Stock through net settlement or previously owned shares shall be approved by either a committee made up of solely two or more Qualified Members or the full Board.
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29.          NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.

Each Employee who receives an ISO must agree to notify the Company in writing immediately after the Employee makes a Disqualifying Disposition of any Shares acquired pursuant to the exercise of an ISO.  A “Disqualifying Disposition” is defined in Section 424(c) of the Code and includes any disposition (including any sale or gift) of such Shares before the later of (a) two years after the date the Employee was granted the ISO, or (b) one year after the date the Employee acquired Shares by exercising the ISO, except as otherwise provided in Section 424(c) of the Code.  If the Employee has died before such Shares are sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter.

30.          TERMINATION OF THE PLAN.

The Plan will terminate on [Insert Date], the date which is ten years from the earlier of the date of its adoption by the Board and the date of its approval by the shareholders of the Company.  The Plan may be terminated at an earlier date by vote of the shareholders or the Board of the Company; provided, however, that any such earlier termination shall not affect any Agreements executed prior to the effective date of such termination.  Termination of the Plan shall not affect any Stock Rights theretofore granted.

31.          AMENDMENT OF THE PLAN AND AGREEMENTS.

The Plan may be amended by the shareholders of the Company.  The Plan may also be amended by the Administrator; provided that any amendment approved by the Administrator which the Administrator determines is of a scope that requires shareholder approval shall be subject to obtaining such shareholder approval including, without limitation, to the extent necessary to qualify any or all outstanding Stock Rights granted under the Plan or Stock Rights to be granted under the Plan for favorable federal income tax treatment as may be afforded ISOs under Section 422 of the Code and to the extent necessary to qualify the Shares issuable under the Plan for listing on any national securities exchange or quotation in any national automated quotation system of securities dealers.  Other than as set forth in Section 25 of the Plan, the Administrator may not, without shareholder approval, reduce the exercise price of an Option or SAR or cancel any outstanding Option or SAR in exchange for a replacement option or SAR having a lower exercise price, any Stock Grant, any other Stock-Based Award or for cash. In addition, the Administrator may not take any other action that is considered a direct or indirect “repricing” for purposes of the shareholder approval rules of the applicable securities exchange or inter-dealer quotation system on which the Shares are listed, including any other action that is treated as a repricing under generally accepted accounting principles.  Any modification or amendment of the Plan shall not, without the consent of a Participant, adversely affect his or her rights under a Stock Right previously granted to him or her, unless such amendment is required by applicable law or necessary to preserve the economic value of such Stock Right.  With the consent of the Participant affected, the Administrator may amend outstanding Agreements in a manner which may be adverse to the Participant but which is not inconsistent with the Plan.  In the discretion of the Administrator, outstanding Agreements may be amended by the Administrator in a manner which is not adverse to the Participant.  Nothing in this Section 31 shall limit the Administrator’s authority to take any action permitted pursuant to Section 25.
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32.          EMPLOYMENT OR OTHER RELATIONSHIP.

Nothing in this Plan or any Agreement shall be deemed to prevent the Company or an Affiliate from terminating the employment, consultancy or director status of a Participant, nor to prevent a Participant from terminating his or her own employment, consultancy or director status or to give any Participant a right to be retained in employment or other service by the Company or any Affiliate for any period of time.

33.          SECTION 409A.

If a Participant is a “specified employee” as defined in Section 409A of the Code (and as applied according to procedures of the Company and its Affiliates) as of his “separation from service” (as such term is defined in Treasury Regulation § 1.409A-1(h)), to the extent any payment under this Plan or pursuant to the grant of a Stock-Based Award constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A of the Code), and to the extent required by Section 409A of the Code, no payments due under this Plan or pursuant to a Stock-Based Award may be made until the earlier of: (i) the first day of the seventh month following the Participant’s separation from service, or (ii) the Participant’s date of death; provided, however, that any payments delayed during this six-month period shall be paid in the aggregate in a lump sum, without interest, on the first day of the seventh month following the Participant’s separation from service.

The Administrator shall administer the Plan with a view toward ensuring that Stock Rights under the Plan that are subject to Section 409A of the Code comply with the requirements thereof and that Options under the Plan be exempt from the requirements of Section 409A of the Code, but neither the Administrator nor any member of the Board, nor the Company nor any of its Affiliates, nor any other person acting hereunder on behalf of the Company, the Administrator or the Board shall be liable to a Participant or any Survivor by reason of the acceleration of any income, or the imposition of any additional tax or penalty, with respect to a Stock Right, whether by reason of a failure to satisfy the requirements of Section 409A of the Code or otherwise.

34.          INDEMNITY.

Neither the Board nor the Administrator, nor any members of either, nor any employees of the Company or any parent, subsidiary, or other Affiliate, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with their responsibilities with respect to this Plan, and the Company hereby agrees to indemnify the members of the Board, the members of the Committee, and the employees of the Company and its parent or subsidiaries in respect of any claim, loss, damage, or expense (including reasonable counsel fees) arising from any such act, omission, interpretation, construction or determination to the full extent permitted by law.
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35.          CLAWBACK/RECOVERY POLICY.

All Stock Rights granted under the Plan will be subject to clawback or recoupment under any clawback or recoupment policy adopted by the Board or the Committee or required by applicable law during the term of Participant’s employment or other service with the Company that is applicable to Employees, directors or Consultants of the Company. In addition, the Administrator may impose such other clawback, recovery or recoupment provisions in an Agreement as the Administrator determines necessary or appropriate. No recovery of compensation under such a clawback or recoupment policy will be an event giving rise to a right to voluntarily terminate employment upon a “resignation for good reason,” or for a “constructive termination” or any similar term under any plan or agreement with the Company.

36.          GOVERNING LAW.

This Plan shall be construed and enforced in accordance with the law of the State of Delaware.

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Exhibit 10.19

 
PSU Award No:
 

PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT

ONEWATER MARINE INC.

AGREEMENT made as of _______, 201_, (the “Grant Date”), between ONEWATER MARINE INC., (the “Company”), a Delaware corporation, and _______________, (the “Participant”).

WHEREAS, the Company has adopted the 2019 Omnibus Incentive Plan (the “Plan”) to promote the interests of the Company by providing an incentive for Employees, directors and Consultants of the Company and its Affiliates;

WHEREAS, pursuant to the provisions of the Plan, the Company desires to grant to the Participant performance-based restricted stock units (“PSUs”) related to the Company’s common stock, $0.01 par value per share (“Common Stock”), in accordance with the provisions of the Plan, all on the terms and conditions hereinafter set forth; and

WHEREAS, the Company and the Participant understand and agree that any terms used and not defined herein have the meanings ascribed to such terms in the Plan and that any and all references herein to employment of the Participant by the Company shall include the Participant’s employment or service as an Employee, director or Consultant of the Company or any Affiliate.

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.          Grant of Award.  The Company hereby grants to the Participant an award for a target number of PSUs (the “Award”) equal to ______ (“Target Amount”). Each PSU represents a contingent entitlement of the Participant to receive one share of Common Stock, on the terms and conditions and subject to all the limitations set forth herein and in the Plan, which is incorporated herein by reference.  The number of PSUs that the Participant actually earns shall be up to a maximum of [___]% of the Target Amount and will be determined by the level of achievement of the performance goals in accordance with Exhibit I attached hereto.

2.          Performance Period. For purposes of this Agreement the performance period shall be the period commencing on ______________ and ending on ______________ (the “Performance Period”). For purposes of this Agreement the Service Period shall be the period commencing on  ______________ and ending on ______________ (the “Service Period”).

3.          Performance Goals.

(a)          The number of PSUs contingently earned by the Participant for the Performance Period will be determined at the end of the Performance Period based on the level of achievement of the performance goals in accordance with Exhibit I. All determinations of whether the performance goals have been achieved and the number of PSUs earned by the Participant shall be made by the Compensation Committee of the Board (the “Committee”) in its sole discretion.

(b)          No later than 60 days following the end of the Performance Period, the Committee will review and certify in writing (a) whether, and to what extent, the performance goals for the Performance Period have been achieved, and (b) the number of the PSUs that the Participant has contingently earned, if any, subject to the requirements of Section 4, and such number of PSUs shall be rounded to the nearest whole PSU (the “Contingently Earned PSUs”). Such certification shall be final, conclusive and binding on the Company and the Participant. Any PSUs that do not become Contingently Earned PSUs shall immediately be forfeited to the Company.

4.          Vesting of Award.

(a)          Time-Based Vesting.  To the extent all or any portion of the PSUs become Contingently Earned PSUs as provided in Section 3 and provided the Participant continuously performs services as an Employee of the Company or an Affiliate from the Grant Date through the vesting dates set forth in this Section 4(a), one third of the Contingently Earned PSUs will become vested and nonforfeitable on each of the _________, __________ and ________ anniversaries of the Grant Date (each a “Vesting Date”).

(b)          Termination of Continuous Service other than for Disability or Death. The PSUs are subject to forfeiture until they vest as set forth in this Section 4.  Except as otherwise set forth in Section 4(c) or 4(d), if the Participant ceases to be, for any reason, an Employee of the Company or an Affiliate (the “Termination”) prior to a Vesting Date, all PSUs that have not become vested as provided in Section 4(a) shall immediately be forfeited to the Company and the Award and this Agreement shall terminate and be of no further force or effect.

(c)          Effect of Termination for Disability or upon Death.  Notwithstanding Section 4(a), if the Participant’s Termination is by reason of Disability or death, the Participant shall vest as to the number of Contingently Earned PSUs (which number may be zero) on the later to occur of such Termination Date or the date on which all or a portion of the PSUs become Contingently Earned PSUs pursuant to Section 3(b), as applicable. Any PSUs not vested upon the later to occur of such Termination or the date on which all or a portion of the PSUs become Contingently Earned PSUs pursuant to Section 3(b), shall immediately be forfeited to the Company.

(d)          Effect of Termination following Change in Control.  If there is a Change in Control of the Company during the Performance Period, and the Participant incurs a Termination on or following such Change in Control this Award shall vest as to the number of Contingently Earned PSUs (which number may be zero) on the later to occur of such Termination Date or the date on which all or a portion of the PSUs become Contingently Earned PSUs pursuant to Section 3(b), as applicable; provided, however, to the extent such Change in Control occurs prior to the end of the Performance Period, the Board or Committee may elect in its discretion to (i) deem that number of Contingently Earned PSUs equal the Target Amount as of the Change in Control, or (ii) determine the number of Contingently Earned PSUs based on actual performance as of the Change in Control. Any PSUs not vested pursuant to this Section 4(b) shall be forfeited to the Company.  Nothing in this Section 4(d) is intend to limit the authority of the Board or the Committee to make adjustments to the Award pursuant to Section 25(b) of the Plan.
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5.          Payment.  Payment in respect of PSUs and any Dividend Equivalents (as defined in Section 9 below) that become vested pursuant to Section 4 shall be made in shares of Common Stock and shall be issued to the Participant as soon as practicable and no later than ten days following the Vesting Date set forth in Section 4(a), or the time of vesting set forth in Section 4(c) or 4(d), as applicable. The Company shall issue and deliver to the Participant the number of shares of Common Stock equal to the number of PSUs that have vested.  Dividend Equivalents, if any, with respect to PSUs that become vested and settleable will be paid at the same time as the associated PSUs (or the first regular pay date of the Company occurring after, but not later than 31 days following, such time) in cash less applicable withholding.

6.          Prohibitions on Transfer and Sale.  This Award (including any additional PSUs received by the Participant as a result of stock dividends, stock splits or any other similar transaction affecting the Company’s securities without receipt of consideration) shall not be transferable by the Participant otherwise than (i) by will or by the laws of descent and distribution, or (ii) pursuant to a qualified domestic relations order as defined by the Internal Revenue Code or Title I of the Employee Retirement Income Security Act or the rules thereunder.  Except as provided in the previous sentence, the shares of Common Stock to be issued pursuant to this Agreement shall be issued, during the Participant’s lifetime, only to the Participant (or, in the event of legal incapacity or incompetence, to the Participant’s guardian or representative). This Award shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process.  Any attempted transfer, assignment, pledge, hypothecation or other disposition of this Award or of any rights granted hereunder contrary to the provisions of this Section 6 or the levy of any attachment or similar process upon this Award shall be null and void.

7.          Adjustments.  The Plan contains provisions covering the treatment of PSUs and shares of Common Stock in a number of contingencies such as stock splits. Provisions in the Plan for adjustment with respect to this Award and the related provisions with respect to successors to the business of the Company are hereby made applicable hereunder and are incorporated herein by reference.

8.          Securities Law Compliance.  The Participant specifically acknowledges and agrees that any sales of shares of Common Stock shall be made in accordance with the requirements of the Securities Act of 1933, as amended.  [The Company currently has an effective registration statement on file with the Securities and Exchange Commission with respect to the Common Stock to be granted hereunder.]  The Company intends to maintain this registration statement but has no obligation to do so.  If the registration statement ceases to be effective for any reason, a Participant will not be able to transfer or sell any of the shares of Common Stock issued to the Participant pursuant to this Agreement unless exemptions from registration or filings under applicable securities laws are available. Furthermore, despite registration, applicable securities laws may restrict the ability of the Participant to sell his or her Common Stock, including due to the Participant’s affiliation with the Company. The Company shall not be obligated to either issue the Common Stock or permit the resale of any shares of Common Stock if such issuance or resale would violate any applicable securities law, rule or regulation.

9.          Rights as a Stockholder.  The Participant shall have no right as a stockholder, including voting and dividend rights, with respect to the PSUs subject to this Agreement prior to the delivery to the Participant of shares of Common Stock in settlement of this Award. However, in the event that the Company declares and pays a dividend or other cash distribution in respect of its outstanding Shares on or after the Grant Date and, on the record date for such dividend or distribution, the Participant holds PSUs granted pursuant to this Agreement that have not been settled, the Company shall retain an amount in cash equal to the cash dividends or distributions the Participant would have received if the Participant was the holder of record as of such record date, of the number of Shares related to the portion of the PSUs that have not been settled as of such record date, (such payments “Dividend Equivalents”).  For purposes of clarity, to the extent a dividend or cash distribution is declared prior to the end of the Performance Period, the number of PSUs to which such dividend or distribution will relate will be the Contingently Earned PSUs (although payment with respect to such number of PSUs will be dependent upon the eventual vesting of such PSUs pursuant to Section 4). The Dividend Equivalents will be paid in accordance with Section 5 hereof.
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10.          Incorporation of the Plan.  The Participant specifically understands and agrees that the PSUs and the shares of Common Stock to be issued under the Plan will be issued to the Participant pursuant to the Plan, a copy of which Plan the Participant acknowledges he or she has read and understands and by which Plan he or she agrees to be bound.  The provisions of the Plan are incorporated herein by reference.

11.          Tax Liability of the Participant and Payment of Taxes.  The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to this Award or the shares of Common Stock to be issued pursuant to this Agreement or otherwise sold shall be the Participant’s responsibility.  Without limiting the foregoing, the Participant agrees that if, under applicable law, the Participant will owe taxes, the Company shall be entitled to immediate payment from the Participant of the amount of any tax or other amounts required to be withheld by the Company by applicable law or regulation. Any taxes or other amounts due shall be paid, at the option of the Administrator, as follows:

(a)          through reducing the number of shares of Common Stock entitled to be issued or Dividend Equivalents entitled to be paid to the Participant in an amount equal to the statutory maximum of the Participant’s total tax and other withholding obligations due and payable by the Company.  Fractional shares will not be retained to satisfy any portion of the Company’s withholding obligation.  Accordingly, the Participant agrees that, in the event that the amount of withholding required would result in a fraction of a share being owed, that amount will be satisfied by withholding the fractional amount from the Participant’s paycheck;

(b)          requiring the Participant to deposit with the Company an amount of cash equal to the amount determined by the Company to be required to be withheld with respect to the statutory maximum amount of the Participant’s total tax and other withholding obligations due and payable by the Company, or otherwise withholding from the Participant’s paycheck an amount equal to such amounts due and payable by the Company; or

(c)          if the Company believes that the sale of shares can be made in compliance with applicable securities laws, authorizing, at a time when the Participant is not in possession of material nonpublic information, the sale by the Participant on the date the tax would be required to be withheld by the Company, such number of shares of Common Stock as the Company instructs a registered broker to sell to satisfy the Company’s withholding obligation, after deduction of the broker’s commission, and the broker shall be required to remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation.  To the extent the proceeds of such sale exceed the Company’s withholding obligation, the Company agrees to pay such excess cash to the Participant as soon as practicable.  In addition, if such sale is not sufficient to pay the Company’s withholding obligation, the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the broker harmless from all costs, damages or expenses relating to any such sale.  The Participant acknowledges that the Company and the broker are under no obligation to arrange for such sale at any particular price.  In connection with such sale of shares of Common Stock, the Participant shall execute any such documents requested by the broker in order to effectuate the sale of shares of Common Stock and payment of the withholding obligation to the Company.  The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1)(i)(B) under the Exchange Act.
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The Company shall not deliver any shares of Common Stock to the Participant until it is satisfied that all required withholdings have been made.

12.          No Obligation to Maintain Relationship.  The Company is not by the Plan or this Award obligated to continue the Participant as an employee, director or consultant of the Company or an Affiliate.  The Participant acknowledges that:  (a) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) the Award is considered a one-time benefit and does not create any contractual or other right to receive any other award under the Plan, benefits in lieu of awards or any other benefit in the future; (c) the Plan is a voluntary program of the Company and future awards, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of any grant, the amount of any award, vesting provisions and the purchase price, if any; (d) the value of this Award is an extraordinary item of compensation which is outside the scope of the Participant’s employment contract, if any; (e) the Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; and (f) the future value of the shares of Common Stock is unknown and cannot be predicted with certainty.

13.          Notices.  Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile, registered or certified mail, return receipt requested, addressed as follows:

If to the Company:

OneWater Marine Inc.
6275 Lanier Islands Parkway
Buford, Georgia 30518
Attention: Chief Financial Officer

If to the Participant:          To the address on file at the Company

or to such other address or addresses of which notice in the same manner has previously been given.  Any such notice shall be deemed to have been given on the earliest of receipt, one business day following delivery by the sender to a recognized courier service, or three business days following mailing by registered or certified mail.
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The Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this grant, you agree that the Company may deliver the Plan prospectus and the Company’s annual report to you in an electronic format. If at any time you would prefer to receive paper copies of these documents, as you are entitled to, the Company would be pleased to provide copies. Please contact the Company’s Secretary to request paper copies of these documents.

14.          Assignment and Successors.

(a)          This Agreement is personal to the Participant and without the prior written consent of the Company shall not be assignable by the Participant otherwise than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of, and be enforceable by, the Participant’s legal representatives.

(b)          This Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns.

15.          Governing Law.  This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the conflict of law principles thereof.  For the purpose of litigating any dispute that arises under this Agreement, whether at law or in equity, the parties hereby consent to exclusive jurisdiction in the State of Georgia and agree that such litigation shall be conducted in the state courts of Georgia or the federal courts of the United States for the Northern District of Georgia.

16.          Severability.  If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then such provision or provisions shall be modified to the extent necessary to make such provision valid and enforceable, and to the extent that this is impossible, then such provision shall be deemed to be excised from this Agreement, and the validity, legality and enforceability of the rest of this Agreement shall not be affected thereby.

17.          Entire Agreement.  This Agreement, together with the Plan, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof.  No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict the express terms and provisions of this Agreement, provided, however, in any event, this Agreement shall be subject to and governed by the Plan.

18.          Modifications and Amendments; Waivers and Consents.  The terms and provisions of this Agreement may be modified or amended as provided in the Plan.  Except as provided in the Plan, the terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions.  No such waiver or consent shall be deemed to be, or shall, constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar.  Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.
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19.          Counterparts.  This Agreement may be executed in one or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

20.          Data Privacy.  By entering into this Agreement, the Participant:  (i) authorizes the Company and each Affiliate, and any agent of the Company or any Affiliate administering the Plan or providing Plan record keeping services, to disclose to the Company or any of its Affiliates such information and data as the Company or any such Affiliate shall request in order to facilitate the grant of the Award and the administration of the Plan; and (ii) authorizes the Company and each Affiliate to store and transmit such information in electronic form for the purposes set forth in this Agreement.

21.          Section 409A.  The Award of PSUs evidenced by this Agreement is intended to be exempt from the nonqualified deferred compensation rules of Section 409A of the Code as a “short term deferral” (as that term is used in the final regulations and other guidance issued under Section 409A of the Code, including Treasury Regulation Section 1.409A-1(b)(4)(i)), and shall be construed accordingly.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

 
ONEWATER MARINE INC.
     
 
By:
 
   
President and Chief Executive Officer
     
 
PARTICIPANT:
   

7

Exhibit I

Performance Period

The performance period shall commence on __________ and end on _________________.

Performance Measures


Award Payout

[Insert chart or table showing % of PSUs that will be earned based on achievement of performance measures]

8

Exhibit 10.20


 
Restricted Stock Unit No.
 

ONEWATER MARINE INC.

Restricted Stock Unit Award Grant Notice
Restricted Stock Unit Award Grant under the Company’s
2019 Omnibus Incentive Plan

1.
Name and Address of Participant:
   
       
       
       
2.
Date of Grant of
   
 
Restricted Stock Unit Award:
   
       
3.
Maximum Number of Shares underlying
   
 
Restricted Stock Unit Award:
   
       
4.
Vesting of Award:  Except as otherwise provided in Section 2 of the Restricted Stock Unit Agreement attached hereto (the “Agreement”), this Restricted Stock Unit Award shall vest as follows provided the Participant continuously performs services as an Employee, director or Consultant of the Company or of an Affiliate from the date of grant set forth above through the applicable vesting dates set forth below:
   
       
 
Number of Restricted Stock Units
 
Vesting Date
       
  The Company and the Participant acknowledge receipt of this Restricted Stock Unit Award Grant Notice and agree to the terms of the Agreement incorporated by reference herein, the Company’s 2019 Omnibus Incentive Plan and the terms of this Restricted Stock Unit Awar asset forth above.  
  

 
ONEWATER MARINE INC.
     
 
By:
 
 
Name:
 
 
Title:
 
     
     
   
 
Participant
 
1


ONEWATER MARINE INC.

RESTRICTED STOCK UNIT AGREEMENT –

INCORPORATED TERMS AND CONDITIONS

AGREEMENT made as of the date of grant set forth in the Restricted Stock Unit Award Grant Notice between ONEWATER MARINE INC. (the “Company”), a Delaware corporation, and the individual whose name appears on the Restricted Stock Unit Award Grant Notice (the “Participant”).

WHEREAS, the Company has adopted the 2019 Omnibus Incentive Plan (the “Plan”), to promote the interests of the Company by providing an incentive for Employees, directors and Consultants of the Company and its Affiliates;

WHEREAS, pursuant to the provisions of the Plan, the Company desires to grant to the Participant restricted stock units (“RSUs”) related to the Company’s Class A common stock, $0.01 par value per share (“Common Stock”), in accordance with the provisions of the Plan, all on the terms and conditions hereinafter set forth; and

WHEREAS, the Company and the Participant understand and agree that any terms used and not defined herein have the meanings ascribed to such terms in the Plan.

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.          Grant of Award.  The Company hereby grants to the Participant an award for the number of RSUs set forth in the Restricted Stock Unit Award Grant Notice (the “Award”). Each RSU represents a contingent entitlement of the Participant to receive one share of Common Stock, on the terms and conditions and subject to all the limitations set forth herein and in the Plan.

2.          Vesting of Award.

(a)         Vesting Generally. Subject to the terms and conditions set forth in this Agreement and the Plan, the Award granted hereby shall vest as set forth in the Restricted Stock Unit Award Grant Notice and is subject to the other terms and conditions of this Agreement and the Plan.  On each vesting date set forth in the Restricted Stock Unit Award Grant Notice, the Participant shall be entitled to receive such number of shares of Common Stock equal to the number of RSUs as set forth in the Restricted Stock Unit Award Grant Notice vesting on such date provided that the Participant is employed or providing service to the Company or an Affiliate on such vesting date.  Such shares of Common Stock shall thereafter be delivered by the Company to the Participant within five days of the applicable vesting date and in accordance with this Agreement and the Plan.

(b)        Termination of Continuous Service other than for Disability or Death. Except as otherwise set forth in Section 2(c) or 2(d), if the Participant ceases to be employed or providing services for any reason by the Company or by an Affiliate (the “Termination”) prior to a vesting date set forth in the Restricted Stock Unit Award Grant Notice, then, as of the date on which the Participant’s employment or service terminates, all unvested RSUs shall immediately be forfeited to the Company and this Agreement shall terminate and be of no further force or effect.
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(c)         Effect of Termination for Disability or upon Death. Notwithstanding Section 2(a), if the Participant’s Termination is by reason of Disability or death, all unvested RSUs subject to this Agreement will become vested and nonforfeitable and the Participant shall be entitled to receive such number of shares of Common Stock equal to the number of RSUs vesting pursuant to this Section 2(c). Such shares of Common Stock shall thereafter be delivered by the Company to the Participant within five days of such Termination and in accordance with this Agreement and the Plan.

(d)        Effect of Termination following Change in Control. If a Change in Control occurs and the Participant incurs a Termination on or following such Change in Control, all unvested RSUs subject to this Agreement will become vested and nonforfeitable and the Participant shall be entitled to receive such number of shares of Common Stock equal to the number of RSUs vesting pursuant to this Section 2(d). Such shares of Common Stock shall thereafter be delivered by the Company to the Participant within five days of such Termination and in accordance with this Agreement and the Plan.

3.          Prohibitions on Transfer and Sale.  This Award (including any additional RSUs received by the Participant as a result of stock dividends, stock splits or any other similar transaction affecting the Company’s securities without receipt of consideration) shall not be transferable by the Participant otherwise than (i) by will or by the laws of descent and distribution, or (ii) pursuant to a qualified domestic relations order as defined by the Internal Revenue Code or Title I of the Employee Retirement Income Security Act or the rules thereunder.  Except as provided in the previous sentence, the shares of Common Stock to be issued pursuant to this Agreement shall be issued, during the Participant’s lifetime, only to the Participant (or, in the event of legal incapacity or incompetence, to the Participant’s guardian or representative). This Award shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process.  Any attempted transfer, assignment, pledge, hypothecation or other disposition of this Award or of any rights granted hereunder contrary to the provisions of this Section 3, or the levy of any attachment or similar process upon this Award, shall be null and void.

4.          Adjustments.  The Plan contains provisions covering the treatment of RSUs and shares of Common Stock in a number of contingencies such as stock splits. Provisions in the Plan for adjustment with respect to this Award and the related provisions with respect to successors to the business of the Company are hereby made applicable hereunder and are incorporated herein by reference.

5.          Securities Law Compliance.  The Participant specifically acknowledges and agrees that any sales of shares of Common Stock shall be made in accordance with the requirements of the Securities Act of 1933, as amended.  The Company intends to maintain an effective registration statement with the Securities and Exchange Commission with respect to the Common Stock to be granted hereunder but has no obligation to do so.  If the registration statement ceases to be effective for any reason, Participant will not be able to transfer or sell any of the shares of Common Stock issued to the Participant pursuant to this Agreement unless exemptions from registration or filings under applicable securities laws are available.  Furthermore, despite registration, applicable securities laws may restrict the ability of the Participant to sell his or her Common Stock, including due to the Participant’s affiliation with the Company.  The Company shall not be obligated to either issue the Common Stock or permit the resale of any shares of Common Stock if such issuance or resale would violate any applicable securities law, rule or regulation.
2

6.          Rights as a Stockholder.  The Participant shall have no right as a stockholder, including voting and dividend rights, with respect to the RSUs subject to this Agreement prior to the delivery to the Participant of shares of Common Stock in settlement of this Award. However, in the event that the Company declares and pays a dividend or other cash distribution in respect of its outstanding Shares on or after the Grant Date and, on the record date for such dividend or distribution, the Participant holds RSUs granted pursuant to this Agreement that have not been settled, the Company shall retain an amount in cash equal to the cash dividends or distributions the Participant would have received if the Participant was the holder of record as of such record date, of the number of Shares related to the portion of the RSUs that have not been settled as of such record date, (such payments “Dividend Equivalents”).  The Dividend Equivalents, less applicable withholding, will be paid with respect to the number of shares of Common Stock delivered to the Participant in accordance with Section 2 at the same time such shares of Common Stock are delivered to the Participant (or the first regular pay date of the Company occurring after, but not later than 31 days following, such time).

7.          Incorporation of the Plan.  The Participant specifically understands and agrees that the RSUs and the shares of Common Stock to be issued under the Plan will be issued to the Participant pursuant to the Plan, a copy of which Plan the Participant acknowledges he or she has read and understands and by which Plan he or she agrees to be bound.  The provisions of the Plan are incorporated herein by reference.

8.          Tax Liability of the Participant and Payment of Taxes.  The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to this Award or the shares of Common Stock to be issued pursuant to this Agreement or otherwise sold shall be the Participant’s responsibility.  Without limiting the foregoing, the Participant agrees that if, under applicable law, the Participant will owe taxes at each vesting date on the portion of the Award then vested, the Company shall be entitled to immediate payment from the Participant of the amount of any tax or other amounts required to be withheld by the Company by applicable law or regulation. Any taxes or other amounts due shall be paid, at the option of the Administrator as follows:

(a)         through reducing the number of shares of Common Stock entitled to be issued to the Participant on the applicable vesting date in an amount equal to the statutory maximum of the Participant’s total tax and other withholding obligations due and payable by the Company.  Fractional shares will not be retained to satisfy any portion of the Company’s withholding obligation.  Accordingly, the Participant agrees that in the event that the amount of withholding required would result in a fraction of a share being owed, that amount will be satisfied by withholding the fractional amount from the Participant’s paycheck;

(b)          requiring the Participant to deposit with the Company an amount of cash equal to the amount determined by the Company to be required to be withheld with respect to the statutory maximum amount of the Participant’s total tax and other withholding obligations due and payable by the Company or otherwise withholding from the Participant’s paycheck an amount equal to such amounts due and payable by the Company; or

(c)          if the Company believes that the sale of shares can be made in compliance with applicable securities laws, authorizing, at a time when the Participant is not in possession of material nonpublic information, the sale by the Participant on the applicable vesting date of such number of shares of Common Stock as the Company instructs a registered broker to sell to satisfy the Company’s withholding obligation, after deduction of the broker’s commission, and the broker shall be required to remit to the Company the cash necessary in order for the Company to satisfy its withholding obligation.  To the extent the proceeds of such sale exceed the Company’s withholding obligation, the Company agrees to pay such excess cash to the Participant as soon as practicable.  In addition, if such sale is not sufficient to pay the Company’s withholding obligation, the Participant agrees to pay to the Company as soon as practicable, including through additional payroll withholding, the amount of any withholding obligation that is not satisfied by the sale of shares of Common Stock. The Participant agrees to hold the Company and the broker harmless from all costs, damages or expenses relating to any such sale.  The Participant acknowledges that the Company and the broker are under no obligation to arrange for such sale at any particular price.  In connection with such sale of shares of Common Stock, the Participant shall execute any such documents requested by the broker in order to effectuate the sale of shares of Common Stock and payment of the withholding obligation to the Company.  The Participant acknowledges that this paragraph is intended to comply with Section 10b5-1(c)(1)(i)(B) under the Exchange Act.
3

The Company shall not deliver any shares of Common Stock to the Participant until it is satisfied that all required withholdings have been made.

9.          Participant Acknowledgements and Authorizations.

The Participant acknowledges the following:

(a)          The Company is not, by the Plan or this Award, obligated to continue to have the Participant as an employee, director or consultant of the Company or an Affiliate.

(b)          The Plan is discretionary in nature and may be suspended or terminated by the Company at any time.

(c)          The grant of this Award is considered a one-time benefit and does not create a contractual or other right to receive any other award under the Plan, benefits in lieu of awards or any other benefits in the future.

(d)          The Plan is a voluntary program of the Company and future awards, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of any grant, the amount of any award, vesting provisions and the purchase price, if any.

(e)         The value of this Award is an extraordinary item of compensation outside of the scope of the Participant’s employment or consulting contract, if any.  As such, the Award is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.  The future value of the shares of Common Stock is unknown and cannot be predicted with certainty.
4

10.          Notices.  Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile, registered or certified mail, return receipt requested, addressed as follows:

If to the Company:

OneWater Marine Inc.
6275 Lanier Islands Parkway
Buford, Georgia 30518
Attention: Chief Financial Officer

If to the Participant, at the address set forth on the Restricted Stock Unit Award Grant Notice or to such other address or addresses of which notice in the same manner has previously been given.  Any such notice shall be deemed to have been given on the earliest of receipt, one business day following delivery by the sender to a recognized courier service, or three business days following mailing by registered or certified mail.

The Company may choose to deliver certain statutory materials relating to the Plan in
electronic form. By accepting this grant, you agree that the Company may deliver the Plan
prospectus and the Company’s annual report to you in an electronic format. If at any time you
would prefer to receive paper copies of these documents, as you are entitled to, the Company
would be pleased to provide copies. Please contact the Company’s Secretary to request paper
copies of these documents.

11.         Assignment and Successors.

(a)          This Agreement is personal to the Participant and, without the prior written consent of the Company, shall not be assignable by the Participant otherwise than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of and be enforceable by the Participant’s legal representatives.

(b)          This Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns.

12.        Governing Law.  This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the conflict of law principles thereof.  For the purpose of litigating any dispute that arises under this Agreement, whether at law or in equity, the parties hereby consent to exclusive jurisdiction in the State of Georgia and agree that such litigation shall be conducted in the state courts of the state of Georgia or the federal courts of the United States for the Northern District of Georgia.

13.        Severability.  If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then such provision or provisions shall be modified to the extent necessary to make such provision valid and enforceable, and to the extent that this is impossible, then such provision shall be deemed to be excised from this Agreement, and the validity, legality and enforceability of the rest of this Agreement shall not be affected thereby.

14.        Entire Agreement.  This Agreement, together with the Plan, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof.  No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict the express terms and provisions of this Agreement provided, however, in any event, this Agreement shall be subject to and governed by the Plan.
5

15.        Modifications and Amendments; Waivers and Consents.  The terms and provisions of this Agreement may be modified or amended as provided in the Plan.  Except as provided in the Plan, the terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions.  No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar.  Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

16.        Counterparts.  This Agreement may be executed in one or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

17.        Data Privacy.  By entering into this Agreement, the Participant:  (i) authorizes the Company and each Affiliate, and any agent of the Company or any Affiliate administering the Plan or providing Plan record keeping services, to disclose to the Company or any of its Affiliates such information and data as the Company or any such Affiliate shall request in order to facilitate the grant of the Award and the administration of the Plan; and (ii) authorizes the Company and each Affiliate to store and transmit such information in electronic form for the purposes set forth in this Agreement.

18.       Section 409A.  The Award of RSUs evidenced by this Agreement is intended to be exempt from the nonqualified deferred compensation rules of Section 409A of the Code as a “short term deferral” (as that term is used in the final regulations and other guidance issued under Section 409A of the Code, including Treasury Regulation Section 1.409A-1(b)(4)(i)), and shall be construed accordingly.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


6

Exhibit 10.21

Execution Version

LIMITED CONSENT, WAIVER AND SIXTEENTH AMENDMENT TO
CREDIT AND GUARANTY AGREEMENT
 
This LIMITED CONSENT, WAIVER AND SIXTEENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is entered into as of August 5, 2019, among ONE WATER MARINE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), certain subsidiaries of Holdings, as borrowers (collectively “Companies”, and together with Holdings, the “Credit Parties”), GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P., as administrative agent and as collateral agent (in such capacities, “Agent”), and the undersigned Lenders (as defined below).  Unless otherwise defined herein, all capitalized terms used herein that are defined in the Credit Agreement referred to below shall have the meanings given to such terms in the Credit Agreement, as amended hereby.
 
RECITALS
 
WHEREAS, Companies, Holdings, Agent and the financial institutions party thereto as lenders (“Lenders”) are parties to that certain Credit and Guaranty Agreement dated as of October 28, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
 
WHEREAS, pursuant to the Credit Agreement, Lenders have made Loans to Companies and provided certain other credit accommodations to Companies;
 
WHEREAS, Companies have advised Agent and Lenders that (i) Holdings and 651 S. FEDERAL HIGHWAY, LLC, a Delaware limited liability company (“651 LLC”, and together with Holdings, “Seller”) desire to sell (such sale, the “SunTrust Disposition”) for cash (such cash proceeds, the “SunTrust Proceeds”) certain assets (referred to herein collectively as the “SunTrust Property”) to OWM MARY ESTHER FL LANDLORD, LLC, a Delaware limited liability company (“Mary Esther”), OWM POMPANO BEACH FL LANDLORD, LLC, a Delaware limited liability company (“Pompano”), OWM ISLAMORADA FL LANDLORD, LLC, a Delaware limited liability company (“Islamorada”), and OWM CANTON GA LANDLORD, LLC, a Delaware limited liability company (“Canton”, and together with Mary Esther, Pompano and Islamorada, “Buyers”, and each a “Buyer”), respectively, pursuant to that certain Purchase and Sale Agreement dated on or about the date hereof (the “SunTrust Disposition Agreement”), a draft of which has been provided to Agent in substantially final form, by and among Seller, Buyers and other Persons party thereto, (ii) the SunTrust Disposition is prohibited by Section 6.9 of the Credit Agreement, (iii) Companies desire to leaseback the SunTrust Property pursuant to those certain Lease Agreements dated on or about the date hereof (the “SunTrust Lease Agreements”), drafts of which have been provided to Agent in substantially final form together with substantially final drafts of the guaranties and all other documentation relating thereto (collectively, the “SunTrust Lease Documents”), by and among the Buyers, as landlords, and certain of the Companies, as tenants (the transactions described in this clause (iii), the “SunTrust Leaseback”), (iv) the SunTrust Leaseback is prohibited by Section 6.11 of the Credit Agreement, (v) Holdings and ONE WATER ASSETS & OPERATIONS, LLC, a Delaware limited liability company (“OWAO”, together with Holdings, in their capacities as guarantors, the “SunTrust Guarantors”, and each a “SunTrust Guarantor”), desire to guaranty the Lease Agreements pursuant to those certain Lease Guaranties dated on or about the date hereof (the “SunTrust Guaranties”), drafts of which has been provided to Agent in substantially final form, by and among the SunTrust Guarantors and the other Persons party thereto, and (vi) the SunTrust Guaranties are restricted by Sections 6.1 and 6.8 of the Credit Agreement;
 
WHEREAS, Companies have advised Agent and Lenders that the following Events of Default have occurred (collectively, the “Specified Defaults”):
 

(a)       Companies failed to timely deliver to Wells Fargo Commercial Distribution Finance, LLC (“CDF”) its annual and quarterly financial reporting due under Sections 9.1(a)(i) and 9.1(a)(ii) of that certain Fourth Amended and Restated Inventory Financing Agreement dated as of June 14, 2018 (as amended prior to the date hereof, the “IFA”) by and among the Companies, CDF and the lenders party thereto, in respect of the periods ending December 31, 2018 and March 31, 2019, respectively, each of which constituted an event of default under Section 13(b) of the IFA resulting in an Event of Default under Section 8.1(b)(iii) of the Credit Agreement.
 
(b)       Companies made misrepresentations that the financial information contained in its annual and quarterly reporting delivered to CDF on January 28, 2019 and April 30, 2019, in respect of the periods ending December 31, 2018 and March 31, 2019, respectively, was true and correct in all respects, which misrepresentations constituted an event of default under Section 13(b) of the IFA resulting in an Event of Default under Section 8.1(b)(iii) of the Credit Agreement.
 
(c)         Companies failed to provide notice to Agent and the Lenders of the above-listed Events of Default as required pursuant to Section 5.1(f) of the Credit Agreement, which failure constitutes an Event of Default under Section 8.1(c) of the Credit Agreement.
 
(d)         Companies failed to satisfy certain of the requirements listed on Schedule 5.17 of that certain Fifteenth Amendment to Credit and Guaranty Agreement dated as of May 3, 2019 by and among Holdings, Companies, Agent and Lenders on or before the dates specified for such requirements resulting in Events of Default under Section 8.1(c) of the Credit Agreement.
 
WHEREAS, Companies have requested that Agent and Lenders agree to (i) consent to the SunTrust Disposition, (ii) consent to the SunTrust Leaseback, (iii) release the SunTrust Property from the Liens under the Credit Documents, (iv) waive the Specified Defaults and (v) amend certain other terms and provisions of the Credit Agreement, in each case, as more particularly described in this Amendment; and
 
WHEREAS, subject to the terms and conditions set forth herein, the undersigned Lenders have agreed to Companies’ requests as set forth in this Amendment.
 
NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, Holdings, Companies, Agent and the undersigned Lenders hereby agree as follows:
 
SECTION 1.       Limited Consent and Waiver.  Subject to the satisfaction or waiver in writing of each of the conditions set forth in this Section 1 and in Section 4 below and in reliance on the representations, warranties, covenants and agreements set forth in this Amendment, Agent and Lenders hereby consent to the SunTrust Disposition and the SunTrust Leaseback and waive the Specified Defaults; provided that each of the following conditions (collectively, the “Closing Conditions”) is satisfied:
 
(a)      the SunTrust Disposition and the SunTrust Leaseback are consummated concurrently on or prior to August 9, 2019, in substantial accordance with each of the SunTrust Disposition Agreement and SunTrust Lease Documents and neither the SunTrust Disposition Agreement nor any of the SunTrust Lease Documents have been modified, amended or waived in a manner adverse to the interests of the Lenders;
 
(b)      on or prior to the date the SunTrust Disposition and the SunTrust Leaseback are consummated, , the Credit Parties shall have delivered to Agent a certificate, in form and substance satisfactory to Agent, that each of the conditions set forth herein to the consummation of the SunTrust Disposition and the SunTrust Leaseback have been satisfied; and
 
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(c)        the Credit Parties shall satisfy the requirements of Section 5.11 of the Credit Agreement with respect to the SunTrust Lease Agreements.
 
The consent and waiver described in this Section 1 is limited solely to (i) Section 6.9 of the Credit Agreement with respect to the SunTrust Disposition; (ii) Section 6.11 of the Credit Agreement with respect to the SunTrust Leaseback, (iii) Sections 8.1(b)(iii) and 8.1(c) of the Credit Agreement with respect to the Specified Defaults and (iv) Sections 6.1 and 6.8 of the Credit Agreement with respect to the SunTrust Guaranties, and nothing contained herein shall be deemed a consent to, or waiver of, any other action or inaction of Holdings or Companies which constitutes (or would constitute) a violation of any provision of the Credit Agreement or any other Credit Document.  Notwithstanding anything to the contrary in the Credit Agreement or any other Credit Documents from and after the closing of the SunTrust Leaseback until the termination, waiver, or release of the SunTrust Guarantors, such SunTrust Guarantor’s obligations shall be deemed not constitute “Indebtedness” or “Consolidated Total Debt” for any purpose under the Credit Agreement.  Neither the Lenders nor Agent shall be obligated to grant any future waivers, consents or amendments with respect to any other provision of the Credit Agreement or any other Loan Document.  Without limiting the foregoing, if the SunTrust Disposition and/or the SunTrust Leaseback is consummated without satisfying any of the conditions in this Section 1 any such event shall constitute an immediate Event of Default under Section 8.1(c) of the Credit Agreement, unless the specific failure is agreed to, waived or otherwise consented to in writing by Agent.
 
SECTION 2.       Release of SunTrust Property.  The undersigned Lenders authorize Agent to release the SunTrust Property from all Liens under the Credit Documents, concurrently with the consummation of the SunTrust Disposition and SunTrust Leaseback.  Agent hereby agrees to grant such release, under documents to the reasonable satisfaction of Buyer and, provided that each of the Closing Conditions is satisfied concurrently with the effectiveness of such release.
 
SECTION 3.        Amendments.  In reliance on the representations, warranties, covenants and agreements contained in this Amendment, the Credit Agreement shall be amended as follows:
 
3.1.        Additional Definitions.  Section 1.1 of the Credit Agreement shall be amended to add each of the following definitions to such section in appropriate alphabetical order:
 
Qualified IPO” means the issuance by Holdings or any direct or indirect parent company of Holdings of its common Capital Stock (other than Disqualified Stock) (and the contribution of any proceeds of such issuance to the Companies) in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission on terms satisfactory to Agent and Lenders.
 
Sixteenth Amendment” means that certain Limited Consent, Waiver and Sixteenth Amendment to Credit and Guaranty Agreement dated as of August 5, 2019.
 
SunTrust Leaseback” has the meaning assigned to such term in the Sixteenth Amendment.
 
SunTrust Proceeds” has the meaning assigned to such term in the Sixteenth Amendment.
 
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3.2.        Deleted Definition. The definition of “GSSLH” contained in Section 1.1 of the Credit Agreement is hereby deleted.
 
3.3.        Restated Definitions. The definition of the following term contained in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
 
GS” means (a) GSSLG, and (b) any affiliate of Goldman Sachs & Co. LLC, including GSSLG and its predecessors in interest, in each case solely to the extent such Person described in this definition is a Lender hereunder.
 
3.4.        Amendment to Section 1.1 of the Credit Agreement.  Section 1.1 of the Credit Agreement is hereby amended by amending and restating the second sentence of the definition of “Consolidated Adjusted EBITDA”  to read in full as follows:
 
Notwithstanding the foregoing, (w) Consolidated Adjusted EBITDA shall be adjusted as set forth in Section 6.8(e) for all purposes under this Agreement other than for purposes of calculating Consolidated Excess Cash Flow, (x) for all purposes other than for purposes of calculating Consolidated Excess Cash Flow, any calculation of Consolidated Adjusted EBITDA from and after the closing date of the SunTrust Leaseback shall include an adjustment reducing Consolidated Adjusted EBITDA by the “run rate” additional cash rent expense that would have accrued during the relevant period if the SunTrust Leaseback was closed at the beginning of such period, (y) for all purposes, Consolidated Adjusted EBITDA attributable to SSAO shall be reduced by a percentage equal to the percentage interest that the Mack Stock represents in SSAO and (z) for all purposes, Consolidated Adjusted EBITDA attributable to BAO shall be reduced by a percentage equal to the percentage interest that the BMI Stock represents in BAO.
 
3.5.        Amendment to Section 1.2 of the Credit Agreement.  Section 1.2 of the Credit Agreement is hereby amended by inserting the following sentence immediately after the last sentence of the current Section 1.2 of the Credit Agreement:
 
Notwithstanding the foregoing, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to any change in accounting treatment of “operating” and “capital” leases scheduled to become effective for fiscal years beginning after December 15, 2018 as set forth in the Accounting Standards Update No. 2016-02, Leases (Topic 842), issued by the Financial Accounting Standards Board in February 2016, or any similar publication issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect prior to December 15, 2018.
 
3.6.        Amendments to Section 2.11 of the Credit Agreement.  Clause (a) of Section 2.11 of the Credit Agreement is hereby amended by (a) replacing the word “or” appearing immediately before subclause (ii) of Section 2.11(a) with “;”; (b) inserting a new subclause (iii) of Section 2.11(a) immediately before the semi-colon appearing at the end of existing clause (ii) of Section 2.11(a) to read in full as follows: “; or (iii) solely with respect to the SunTrust Proceeds (which may only be reinvested pursuant to subclauses (ii) and (iii) of this Section 2.11(a)), for purposes of funding a Qualified IPO or related transactions within one hundred twenty days after receipt of the SunTrust Proceeds” and (c) inserting the phrase “(other than the SunTrust Proceeds, which may be retained in any Credit Parties’ Deposit Accounts)” immediately after the phrase “in an escrow account” appearing in the first sentence of Section 2.11(a).
 
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3.7.        Replacement of Appendixes to Credit Agreement.  Appendix A-1 and Appendix B of the Credit Agreement are each hereby amended and restated in their respective entireties as Appendix A-1 and Appendix B attached hereto, respectively.
 
3.8.        Replacement of Schedules to Credit Agreement.  Schedules 1.1(a) and 4.13(b) of the Credit Agreement are each hereby amended and restated in their respective entireties as Schedules 1.1(a) and 4.13(b), attached hereto, respectively.
 
SECTION 4.        Conditions Precedent.  The amendments contained in Section 3 hereof and the consent and waiver contained in Section 1 hereof, in each case, shall become effective on the date on which all of the following conditions precedent have been satisfied:
 
4.1.        Credit Agreement Amendment.  Agent shall have received counterparts of this Amendment duly executed and delivered (which may be by email, facsimile or other electronic transmission (e.g., “.pdf”)) by Companies, Holdings and each Lender.
 
4.2.        SunTrust Disposition and SunTrust Leaseback Closing.  The closing of the SunTrust Disposition and the SunTrust Leaseback shall have occurred in accordance with this Amendment.
 
4.3.        Officer’s Closing Certificate.  Agent shall have received a certificate from an Authorized Officer to the effect that:
 
(a)       each representation and warranty of each Credit Party contained in this Amendment and each Credit Document is true and correct in all material respects as of the date hereof (except (i) to the extent that any such representation and warranty is expressly limited to an earlier date, in which case, on the date hereof, such representation and warranty shall continue to be true and correct in all material respects as of such specified earlier date and (ii) to the extent that any such representations and warranties are qualified by materiality, such representations and warranties shall continue to be true and correct in all respects);
 
(b)       no injunction or other restraining order has been issued and no hearing to cause an injunction or other restraining order to be issued is pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the borrowing contemplated hereby;
 
(c)       no event, circumstance, change or effect that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect has occurred since December 31, 2017;
 
(d)      each Credit Party has received all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the effectuation of the transactions contemplated by this Amendment and the Credit Documents and each of the foregoing is in full force and effect and in form and substance reasonably satisfactory to Agent; and
 
(e)        no event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Default.
 
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4.4.        Officer’s Certificates; Other Documents.  Agent shall have received in respect of each Credit Party on or prior to the date hereof (i) sufficient copies of each Organizational Document as Agent shall request, in each case certified by an Authorized Officer of such Credit Party and, to the extent applicable, certified as of such date or a recent date prior thereto by the appropriate Governmental Authority or a certification made by such Authorized Officer that there have been no changes with respect to such matters since the date of the most recent Organizational Documents delivered to Agent; (ii) signature and incumbency certificates of the officers of each Credit Party executing this Amendment and the other Credit Documents to which it is a party or a certification made by such Authorized Person that there have been no changes with respect to such matters since the date of the most recent incumbency certificates delivered to Agent; (iii) resolutions of the board of directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of the SunTrust Disposition Agreement, the SunTrust Lease Documents, this Amendment and the other Credit Documents to which it is a party, certified as of such date by an appropriate Authorized Officer as being in full force and effect without modification or amendment; and (iv) a good standing certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to such certification date.
 
4.5.       Fees and Expenses.  Companies shall have paid to Agent and the Lenders (i) the fees payable on the date hereof referred to in Section 2.8(d) of the Credit Agreement (as amended hereby) and (ii) all fees and reimbursements due and owing to Agent or the Lenders in connection with this Amendment including, without limitation, all reasonable fees and expenses incurred by Agent (including, without limitation, reasonable and documented fees and expenses of counsel to Agent) in the preparation, execution, review and negotiation of this Amendment and any other related documents for which Companies shall have been invoiced by Agent prior to the date hereof.
 
4.6.        Absence of Defaults.  After giving effect to the limited waiver set forth in Section 1, no Default or Event of Default shall have occurred that is continuing after giving effect to this Amendment, the SunTrust Disposition and the SunTrust Leaseback.
 
4.7.       Floorplan Lenders.  The requisite lenders under any Approved Floorplan Financing shall have (i) consented to or otherwise permitted the SunTrust Disposition and the SunTrust Leaseback and this Amendment pursuant to amendments of and/or consents under the Approved Floorplan Financing Documents that are in form and substance satisfactory to Agent and Requisite Lenders in their respective sole discretion and (ii) waived any events of default under any Approved Floorplan Financing Documents in form and substance satisfactory to Agent and Requisite Lenders in their respective sole discretion.
 
4.8.       No Litigation.  On the date hereof, there shall not exist any action, suit, investigation, litigation or proceeding, hearing, or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable opinion of Agent, singly or in the aggregate, materially impairs this Amendment, the financing thereof or any of the other transactions contemplated by the Credit Documents, or that could have a Material Adverse Effect.
 
4.9.        Other Documents.  Agent shall have received any other documents or agreements reasonably requested by Agent in connection herewith.
 
SECTION 5.        Representations and Warranties.  In order to induce Agent and the undersigned Lenders to enter into this Amendment, each Credit Party hereby represents and warrants to Agent and each Lender that:
 
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5.1.        Accuracy of Representations and Warranties.  After giving effect to the limited waiver set forth in Section 1, each representation and warranty of each Credit Party contained in this Amendment and the Credit Documents is true and correct in all material respects as of the date hereof (except (a) to the extent that any such representation and warranty is expressly limited to an earlier date, in which case, on the date hereof, such representation and warranty shall continue to be true and correct in all material respects as of such specified earlier date and (b) to the extent that any such representations and warranties are qualified by materiality, such representations and warranties shall continue to be true and correct in all respects).
 
5.2.        Due Authorization.  The execution, delivery and performance of this Amendment have been duly authorized by all necessary action on the part of each Credit Party.
 
5.3.        No Conflicts.  The execution, delivery and performance by each Credit Party of this Amendment shall not: (a) violate any provision of any law or any governmental rule or regulation applicable to Holdings or any of its Subsidiaries, any of the Organizational Documents of Holdings or any of its Subsidiaries, or any order, judgment or decree of any court or other agency of government binding on Holdings or any of its Subsidiaries; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Holdings or any of its Subsidiaries; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of Holdings or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Agent, on behalf of Secured Parties); or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of Holdings or any of its Subsidiaries.
 
5.4.       Validity and Binding Effect.  This Amendment constitutes the valid and binding obligations of each Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights generally, and subject to general principles of equity, regardless of whether considered in a proceeding in equity or law.
 
5.5.        Absence of Defaults.  No Default or Event of Default has occurred that is continuing.
 
5.6.       No Defense.  No Credit Party has any defenses to payment, counterclaims or rights of set-off with respect to the Obligations on the date hereof or any defenses to the validity, enforceability or binding effect against such Credit Party of the Credit Documents to which it is a party to or any Liens intended to be created thereby.
 
5.7.        Review and Construction of Documents.  Each Credit Party (a) has had the opportunity to consult with legal counsel of its own choice and has been afforded an opportunity to review this Amendment with its legal counsel, (b) has reviewed this Amendment and fully understands the effects thereof and all terms and provisions contained in this Amendment, and (c) has executed this Amendment of its own free will and volition.  Furthermore, each Credit Party acknowledges that (i) this Amendment shall be construed as if jointly drafted by the Credit Parties and the Lenders, and (ii) the recitals contained in this Amendment shall be construed to be part of the operative terms and provisions of this Amendment.
 
SECTION 6.       Post-Closing Covenants.  The Companies shall, and shall cause each of the Credit Parties to, satisfy the requirements listed on Schedule 5.17 attached hereto, on or before the date specified for such requirements or such later date to be determined by Agent, and the deadlines set forth for such requirements in any Loan Document entered into prior to the date hereof shall be deemed extended and replaced by the deadlines set forth in such Schedule 5.17.
 
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SECTION 7.        Miscellaneous.
 
7.1.        Reaffirmation of Credit Documents and Liens.  All of the terms and provisions of the Credit Agreement and any other Credit Documents shall, except as amended and modified hereby, remain in full force and effect and are hereby ratified and confirmed.  Each Credit Party hereby reaffirms the Liens securing the Obligations until the Obligations have been paid in full, and agrees that the amendments and modifications herein contained shall in no manner adversely affect or impair the Obligations or the Liens securing payment and performance thereof.
 
7.2.        Parties in Interest.  All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.
 
7.3.       Counterparts.  This Amendment may be executed in counterparts, all of which taken together shall constitute one and the same instrument.  Delivery of a counterpart by facsimile or other electronic transmission (e.g., .pdf) shall be effective as delivery of a manually executed original counterpart.
 
7.4.        COMPLETE AGREEMENT.  THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
 
7.5.        Release.  Companies and each other Credit Party on their own behalf and on behalf of their predecessors, successors, heirs, legal representatives and assigns (collectively, the “Releasing Parties”), hereby acknowledge and stipulate that as of the date hereof, none of the Releasing Parties has any claims or causes of action of any kind whatsoever against Agent, any other Secured Party or any of their officers, directors, employees, agents, attorneys or representatives, or against any of their respective predecessors, successors or assigns (each of the foregoing, collectively, the “Released Parties”).  Each of the Releasing Parties hereby forever releases, remises, discharges and holds harmless the Released Parties from any and all claims, causes of action, demands and liabilities of any kind whatsoever, whether direct or indirect, fixed or contingent, liquidated or nonliquidated, disputed or undisputed, known or unknown, which any of the Releasing Parties has relating in any way to any event, circumstance, action or failure to act by the Released Parties through the date of this Amendment.
 
7.6.       No Implied Waivers.  No failure or delay on the part of Agent or the Lenders in exercising, and no course of dealing with respect to, any right, power or privilege under this Amendment, the Credit Agreement or any other Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Amendment, the Credit Agreement or any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
 
7.7.        Arms-Length/Good Faith.  This Amendment has been negotiated at arms-length and in good faith by the parties hereto.
 
7.8.       Interpretation.  Wherever the context hereof shall so require, the singular shall include the plural, the masculine gender shall include the feminine gender and the neuter and vice versa.  The headings, captions and arrangements used in this Amendment are for convenience only, shall not affect the interpretation of this Amendment, and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof.
 
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7.9.       Severability.  In case any one or more of the provisions contained in this Amendment shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Amendment shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
 
7.10.      Credit Document.  Each Credit Party acknowledges and agrees that this Amendment is a Credit Document.
 
7.11.      Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
 
[Signature Pages Follow]
 
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               IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers on the date and year first above written.
 
COMPANIES:
SINGLETON ASSETS & OPERATIONS, LLC
LEGENDARY ASSETS & OPERATIONS, LLC
SOUTH FLORIDA ASSETS & OPERATIONS, LLC
 
651 S FEDERAL HIGHWAY, LLC
     
 
By:
/s/ Philip Austin Singleton, Jr.
 
 
Name:
Philip Austin Singleton, Jr.
 
Title:
Manager
   
 
BOSUN’S ASSETS & OPERATIONS, LLC
 
ONE WATER ASSETS & OPERATIONS, LLC
 
SOUTH SHORE LAKE ERIE ASSETS &
OPERATIONS, LLC
     
 
By:
/s/ Philip Austin Singleton, Jr.
 
Name:
Philip Austin Singleton, Jr.
 
Title:
CEO
   
 
SUNDANCE LAUDERDALE REALTY, INC.
     
 
By:
/s/ Philip Austin Singleton, Jr.
 
 
Name:
Philip Austin Singleton, Jr.
 
Title:
President
     
 
MIDWEST ASSETS & OPERATIONS, LLC
   
 
By: One Water Assets & Operations, LLC, its Manager
     
 
By:
/s/ Philip Austin Singleton, Jr.
 
 
Name:
Philip Austin Singleton, Jr.
 
Title:
CEO
 
HOLDINGS:
ONE WATER MARINE HOLDINGS, LLC
     
 
By:
/s/ Philip Austin Singleton, Jr.
 
 
Name:
Philip Austin Singleton, Jr.
 
Title:
CEO

Signature Page to
Limited Consent, Waiver and Sixteenth Amendment to Credit and Guaranty Agreement
One Water Marine Holdings, LLC

AGENT:
GOLDMAN SACHS SPECIALTY LENDING
GROUP, L.P., as Agent
     
 
By:
/s/ Greg Watts
 
 
Name:
Greg Watts
 
Title:
Senior Vice President

Signature Page to
Limited Consent, Waiver and Sixteenth Amendment to Credit and Guaranty Agreement
One Water Marine Holdings, LLC

LENDER:
GOLDMAN SACHS SPECIALTY LENDING
GROUP, L.P., as Lender
     
 
By:
/s/ Greg Watts
 
 
Name:
Greg Watts
 
Title:
Senior Vice President

Signature Page to
Limited Consent, Waiver and Sixteenth Amendment to Credit and Guaranty Agreement
One Water Marine Holdings, LLC

LENDER:
OWM BIP INVESTOR, LLC, as Lender
     
 
By:
/s/ John Troiano
 
 
Name:
John Troiano
 
Title:
Manager

Signature Page to
Limited Consent, Waiver and Sixteenth Amendment to Credit and Guaranty Agreement
One Water Marine Holdings, LLC

APPENDIX A-1

TO CREDIT AND GUARANTY AGREEMENT
 
Revolving Commitments
 
Lender
Revolving Commitment
Pro
Rata Share
Goldman Sachs Specialty Lending Group, L.P.
$3,308,823.53
66.1764706%
OWM BIP Investor, LLC
$1,691,176.47
33.8235294%
                                         Total
$5,000,000.00
100%


APPENDIX B

TO CREDIT AND GUARANTY AGREEMENT
 
Notice Addresses
 
ONE WATER ASSETS & OPERATIONS, LLC
 
SINGLETON ASSETS & OPERATIONS, LLC
 
LEGENDARY ASSETS & OPERATIONS, LLC
 
SOUTH FLORIDA ASSETS & OPERATIONS, LLC
 
SUNDANCE LAUDERDALE REALTY, INC.
 
ONE WATER MARINE HOLDINGS, LLC
 
MIDWEST ASSETS & OPERATIONS, LLC
 
SOUTH SHORE LAKE ERIE ASSETS & OPERATIONS, LLC
 
6275 Lanier Islands Parkway
Buford, Georgia 30518
Attention:  Philip Austin Singleton, Jr., CEO
Telecopier:  (678) 541-6301
 
GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P.,
as Agent, Collateral Agent, Lender and Lead Arranger
 
Goldman Sachs Specialty Lending Group, L.P.
2001 Ross Avenue
Suite 2800
Dallas, Texas 75201
Attention:  One Water Marine Holdings, Account Manager
Email:                            and
 

OWM BIP Investor, LLC,
as a Lender

c/o The Beekman Group
489 Fifth Avenue, 19th Floor
New York, New York 10017
Attention:  John Troiano and James Clippard
Facsimile: (646) 502-3333

with a copy (which shall not constitute notice) to:
 
Akerman LLP
350 East Las Olas Boulevard
Fort Lauderdale, Florida 33301
Attention: David Birke, Esq.
Telecopier: (305) 982-5606
 

Schedule 1.1(a)

Certain Material Real Estate Assets

The following is a list of all fee‑owned Real Estate Asset having a fair market value in excess of $200,000 as of the date of the acquisition thereof:
 
Complete Address
(including county)
Whether
Improved or Unimproved
If Improved,
Type of
Improvements
Use of Property
Approximate
Value
19300 S. Tamiami Trail
Fort Myers, FL 33908
(Lee County)
Improved
Sales offices,
service and parts
warehouse
Marina Mike’s
retail sale of new and
used boats in Fort
Myers, FL
$1,200,000
102 Mastic Street
Islamorada, FL 33036
(Monroe County)
Improved
Marina apartments
and other storage
Caribee Boat Sales &
Marina storage and
additional marina
property
$1,897,000
 
The following is a list of all Leasehold Properties other than those with respect to which the aggregate payments under the term of the lease are less than $35,000 per annum, and any other Real Estate Asset that Requisite Lenders have determined is material to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings or any Subsidiary.
 

Complete Address
(including county)
Owner/Landlord’s Name
and Complete Address
Whether Improved
or Un-
improved
If
Improved,
Type
Use of Property
3977 Highway 59 South
Gulf Shores, AL 36542
(Baldwin County)
Legendary Marine Alabama,
LLC
4100 Legendary Dr.
Suite 200
Destin, FL 32541
Improved
Showroom
& sales
offices
Legendary Marine (Gulf Shores)
Retail sale of new boats in Gulf Shores, Alabama
pursuant to that Lease Agreement, dated August 1, 2014, subject to its Assignment to LAO, dated October 1, 2014, and subject to Addendum No. 1, dated July 1, 2015
28791 US Highway 98
Daphne, AL 36526
(Baldwin County)
A Proper Wash, LLC
145 Highpoint Dr.
Gulf Breeze, FL 32561
Improved
Showroom
& sales
offices
Sunrise Marine of Alabama
Retail sale of new boats in Gulf Shores, Alabama
pursuant to that Lease Agreement, dated November 1, 2016
486 Parker Creek
Marina Road
Equality, AL 36026
(Coosa County)
WillAnn, LLC
7280 Hwy 49 South
Dadeville, AL 36853
Improved
Storage
space,
service
garage,
marine store
SMG Parker Creek
Service department, merchandise store & boat storage on Lake Martin in Alabama (no boat sales)
pursuant to that Commercial Lease Agreement, dated July 24, 2014
15904 Hwy 231-431 N.
Hazel Green, AL 35750
(Madison County)
Rambo HG Properties, LLC
17 Lake Forest Blvd SE
Huntsville, AL 35824
Improved
Showroom
& sales
offices
Rambo (Huntsville)
Retail sale of new boats near Huntsville, Alabama pursuant to that Lease Agreement, dated July 1,2015
10396 Highway 280 East
Westover, AL 35185
(Shelby County)
Rambo BHM
Properties, LLC
17 Lake Forest Blvd SE
Huntsville, AL 35824
Improved
Showroom
& sales
offices
Rambo (Birmingham)
Retail sale of new boats near Birmingham, Alabama
pursuant to that Lease Agreement, dated July 1,2015


Complete Address
(including county)
Owner/Landlord’s Name
and Complete Address
Whether Improved
or Un-
improved
If
Improved,
Type
Use of Property
1-acre parcel adjacent to:
10396 Highway 280 East
Westover, AL 35185
(Shelby County)
Rambo BHM
Properties, L.L.C.
17 Lake Forest Blvd SE
Huntsville, AL 35824
Un-
improved
N/A
Rambo (Birmingham)
storage of boat inventory for retail sale at the adjacent lot near Birmingham, Alabama
pursuant to that Lease Agreement, dated July 1, 2015
7280 Highway 49 South
Dadeville, AL 36853
(Tallapoosa County)
WillAnn, LLC
7280 Hwy 49 South
Dadeville, AL 36853
Improved
Showroom,
sales offices
& storage
SMG Blue Creek Marina
Retail sale of new boats on Lake Martin in Alabama
pursuant to that Commercial Lease Agreement, dated July 24, 2014
5792 Highway 49 South
Dadeville, AL 36853
(Tallapoosa County)
Lord Genesh, Inc.
1402 Hwy 31
Bay Minette, AL 36507
Un-
improved
N/A -
(trailer
office used)
SMG Used Boat Supercenter (Lake Martin)
Retail sale of pre-owned boats near Lake Martin in Alabama
pursuant to that Lease Agreement, dated March 16, 2017
3829 Thomas Drive
Panama City, FL 32408
(Bay County)
3829 Thomas Drive, LLC
4471 Legendary Dr.
Destin, FL 32541
Improved
Showroom
& sales
offices
Legendary Marine (Panama City)
Old retail sale of new boats in Panama City, Florida
pursuant to that Lease Agreement, dated April 1, 2017
4009 Thomas Drive
Panama City, FL 32408
(Bay County)
4009 Thomas Drive, LLC
4471 Legendary Dr.
Destin, FL 32541
Improved
Showroom
& sales
offices
Legendary Marine (Panama City)
New retail sale of new boats in Panama City, Florida pursuant to that Lease Agreement, dated April 1, 2016


Complete Address
(including county)
Owner/Landlord’s Name
and Complete Address
Whether Improved
or Un-
improved
If
Improved,
Type
 Use of Property
491 South Federal Hwy
Pompano Bch, FL 33062
(Broward County)
LAC Marine Corp.
1719 SE 13th St.
Ft. Lauderdale, FL 33316
  &
1325 East Lake Dr.
Ft. Lauderdale, FL 33316
Improved
Showroom
& sales
offices
SunDance Marine (Pompano Beach)
Retail sale of new and pre-owned boats in Pompano Beach, Florida
pursuant to that Lease Agreement, dated February 1, 2016
2660 Northeast 16th St.
Pompano Bch, FL 33062
(Broward County)
MMJC Realty, LLC
1719 SE 13th St.
Ft. Lauderdale, FL 33316
  &
1325 East Lake Dr.
Ft. Lauderdale, FL 33316
Improved
Docks and slips
SunDance Marine (Pompano Beach)
In-water new, pre-owned and brokered boat access in Pompano Beach, Florida
pursuant to that Lease Agreement, dated February 1, 2016
2051 Griffin Road
Ft Lauderdale, FL 33312
(Broward County)
2051 Griffin Road, LLC
2200 N 30 Rd
Hollywood, FL 33021
Improved
Service building and storage
SunDance Marine (Ft. Lauderdale)
Full service department and storage on water in Ft. Lauderdale, Florida
pursuant to that Lease Agreement, dated November 14, 2014, subject to addendum, dated February 10, 2016
801 NE Third St.
   or
821 NE Third St.
Dania Beach, FL 33004
(Broward County)
Harbour Towne
Marina, LLC
c/o Westrec
Marina Mgmt., Inc.
16633 Ventura Blvd.
6th Floor
Encino, CA 91436
Improved
Retail office suite and marina slips
Grande Yachts (Dania Beach / Ft. Lauderdale)
new boat sales location in Ft. Lauderdale, Florida pursuant to that Lease, dated March 1, 2017
2600 N. Federal Hwy.
Lighthouse Pt, FL 33064
(Broward County)
OBYS Holdings, LLC
821 SW Pine Tree Ln.
Palm City, FL 34990
Improved
Showroom & sales offices
Ocean Blue Yacht Sales
Retail sale of new boats in Broward Co., Florida
pursuant to that Lease Agreement, dated February 1, 2019.


Complete Address
(including county)
Owner/Landlord’s Name
and Complete Address
Whether Improved
or Un-
improved
If
Improved,
Type
Use of Property
84 W. Airport Blvd.
Pensacola, FL 32503
(Escambia County)
84 W. Airport, LLC
2629 Del Mar Dr.
Gulf Breeze, FL 32563
Improved
Showroom & sales offices
Legendary Marine (Pensacola)
Retail sale of new boats in Pensacola, Florida
pursuant to that Lease Agreement, dated October 13, 2016.
16171 Pine Ridge Rd.
Unit B3-1
Ft. Myers, FL 33908
(Lee County)
Ozinus Pine Ridge, LLC
12481 Brantley Common
Ft. Myers, FL 33907
Improved
Storage
Marina Mike’s - Ft. Myers (storage warehouse) –
pursuant to that Lease Agreement, dated June 15, 2017
3301 NE Indian River Dr.
Jensen Beach, FL 34957
(Martin County)
Sundance
Marine Dixie, Inc.
1719 SE 13th St.
Ft. Lauderdale, FL 33316
   &
1325 East Lake Dr.
Ft. Lauderdale, FL 33316
Un-improved
Parking lot
SunDance Marine (Jensen Beach)
Retail sale of new boats and service department on water in Jensen Beach, Florida
pursuant to that Lease Agreement, dated February 1, 2016, which covers both:
   3301 NE Indian River Dr.
   Jensen Beach, FL 34957
     &
   3321 NE Indian River Dr.
   Jensen Beach, FL 34957
3321 NE Indian River Dr.
Jensen Beach, FL 34957
(Martin County)
Indian River Drive, Inc.
1719 SE 13th St.
Ft. Lauderdale, FL 33316
   &
1325 East Lake Dr.
Ft. Lauderdale, FL 33316
Improved
Showroom, sales offices and marina
SunDance Marine (Jensen Beach)
Retail sale of new boats and service department on water in Jensen Beach, Florida
pursuant to that Lease Agreement, dated February 1, 2016, which covers both:
   3301 NE Indian River Dr.
   Jensen Beach, FL 34957
     &
   3321 NE Indian River Dr.
   Jensen Beach, FL 34957


Complete Address
(including county)
Owner/Landlord’s Name
and Complete Address
Whether Improved
or Un-
improved
If
Improved,
Type
Use of Property
420 S.W. Federal Hwy.
Stuart, FL 34994
(Martin County)
DB South Florida
Properties, LLC
821 SW Pine Tree Ln.
Palm City, FL 34990
Improved
Showroom and sales offices
Ocean Blue Yacht Sales
Retail sale of new boats in Martin Co., Florida
pursuant to that Lease Agreement, dated February 1, 2019.
9595 NW 7th Avenue
Miami, FL 33150
(Miami-Dade County)
Ibanez Investment
Group, Inc.
P.O. Box 614417
North Miami, FL 33261
Improved
Showroom & sales offices
SunDance Marine (Miami)
Retail sale of new boats in Miami, Florida
pursuant to that Lease Agreement, dated June 10, 2016
2550 S. Bayshore Dr.
Coconut Grove, FL 33133
(Miami-Dade County)
Aligned Bayshore
Marina, LLC
2550 S. Bayshore Dr.
Coconut Grove, FL  33133
Improved
Retail office space
Grande Yachts (Miami)-
new boat sales location in Miami, Florida
pursuant to that Lease Agreement, dated September 3, 2017
4601 Legendary Marina
Drive Destin, FL 32541
(Okaloosa County)
LYC Destin, LLC
4100 Legendary Dr.
Suite 200
Destin, FL 32541
Improved
Showroom, sales offices & storage
Legendary Marine (Destin)
Retail sale of new boats, full service & boat storage on water in Destin, Florida
pursuant to that Lease Agreement, dated October 1, 2014
2620 Lakeshore Dr.
Riviera Beach, FL 33404
(Palm Beach County)
Riviera Beach SMI, LLC
17330 Preston Rd.
Suite 220A
Dallas, TX 75252
Improved
Showroom, sales offices
Ocean Blue Yacht Sales
Retail sale of new boats in Palm Beach County, Florida
pursuant to that Lease Agreement, dated September 7, 2017, which Ocean Blue Yacht Sales assigned, with Landlord’s consent, on February 25, 2019
1095 N. Hwy A1A
Jupiter, FL 33477
(Palm Beach County)
Jupiter Inlet Marina, LLC
1095 N. Hwy A1A
Jupiter, FL 33477
Improved
Slip & sales office
Grande Yachts (Jupiter Inlet)
pursuant to that Lease Agreement, dated May 17, 2017


Complete Address
(including county)
Owner/Landlord’s Name
and Complete Address
Whether Improved
or Un-
improved
If
Improved,
Type
Use of Property
9300 Emerald
Coast Parkway
Miramar Bch, FL 32550
(Walton County)
Sandestin Investments, LLC
c/o Sandestin Real Estate
9300 Emerald Coast Pkwy
Miramar Beach, FL 32550
Improved
Bait & tackle shop
Legendary Marine (Miramar Beach)
350 sq. ft. shack selling bait and tackle in Sandestin’s Baytown Marina in Miramar, Florida (no boats sales; intended to cross-market sales at other locations)
pursuant to that Lease Agreement, dated March 1, 2016
5820 Lake Oconee Pkwy
Greensboro, GA 30642
(Greene County)
Boats with Gusto, LLC
5820 Lake Oconee Pkwy
Greensboro, GA 30642
Improved
Showroom
SMG at Lake Oconee
Retail sale of new boats near Lake Oconee in Georgia
pursuant to that Lease Agreement, dated October 13, 2014
5529 Lanier Islands Pkwy
Buford, GA 30518
(Hall County)
AnnWill, LLC
7280 Hwy 49 South
Dadeville, AL 36853
Improved
Showroom & sales offices
Cobalt Boats of Atlanta (Lake Lanier)
Retail sale of new boats near Lake Lanier in Georgia
pursuant to that Commercial Lease Agreement, dated July 24, 2014
adjacent to preceding prop.
McEver Road
Buford, GA 30518
(Hall County)
CBD Investments, LLC
Two Ravinia Dr. Ste. 850
Atlanta, GA 30346
Un-improved
N/A
Cobalt Boats of Atlanta (Lake Lanier)
Inventory storage for Cobalt Boats of Atlanta above (no boat sales)
pursuant to that Lease Agreement, dated August 8, 2014


Complete Address
(including county)
Owner/Landlord’s Name
and Complete Address
Whether Improved
or Un-
improved
If
Improved,
Type
Use of Property
6900 Lanier Islands Pkwy
Buford, GA 30518
(Hall County)
PS Marinas I, LP
c/o Westrec Marina
Management, Inc.
16633 Ventura Blvd.
6th Floor
Encino, CA 91436
Improved
Showroom, sales offices & marina
Yacht Center of Lake Lanier Islands
Yacht sales on Lake Lanier in Georgia
pursuant to that Lease Agreement, dated March 1, 2010, as amended May 31, 2012, as amended April 15, 2013, as amended July 24, 2015, subject to assignment, dated October 1, 2016
6900 Lanier Islands Pkwy
Buford, GA 30518
(Hall County)
PS Marinas I, LP
c/o Westrec Marina
Management, Inc.
16633 Ventura Blvd.
6th Floor
Encino, CA 91436
Improved
Corporate offices
Yacht Center of Lake Lanier Islands
Yacht sales on Lake Lanier in Georgia
pursuant to that Lease Agreement, dated April 1, 2017
6700 Lanier Islands Pkwy
Buford, GA 30518
(Hall County)
Holiday Marina, LLC
c/o Westrec Marina
Management., Inc.
16633 Ventura Blvd.
6th Floor
Encino, CA 91436
Improved
Service garage & parts storage
Lazy Days at Holiday Marina
on-water boat service on Lake Lanier, in Georgia
pursuant to that Lease Agreement, dated July 1, 2016
6275 Lanier Islands Pkwy
Buford, GA 30518
(Hall County)
Linda C. Singleton, LLC
2876 Hamilton Rd
Auburn, AL 36830
Improved
Corporate office & service garage
OWMH Corp. Headquarters (Lake Lanier)
corporate offices and used-boat reconditioning near Lake Lanier in Georgia (no boat sales)
pursuant to that Commercial Lease Agreement, dated July 24, 2014


Complete Address
(including county)
Owner/Landlord’s Name
and Complete Address
Whether Improved
or Un-
improved
If
Improved,
Type
Use of Property
3149 Shoreland Dr.
Buford, GA 30518
(Hall County)
Blue Creek Marina, LLC
2876 Hamilton Rd
Auburn, AL 36830
Improved
Showroom & sales offices
SMG Used Boat Supercenter (Lake Lanier)
Retail sale of pre-owned boats near Lake Lanier in Georgia
pursuant to that Commercial Lease Agreement, dated July 24, 2014
6516 Lanier Islands Pkwy
Buford, GA 30518
(Hall County)
Lawrence Sosnow
& Sharon Sosnow
5563 Brendlynn Dr.
Suwannee, GA 30024
Improved
Sales office
American Boat Brokers (Lake Lanier)
Retail sale of pre-owned boats near Lake Lanier in Georgia
pursuant to that Lease Agreement, dated March 31, 2015
45 Bartlett Ferry Road
Fortson, GA 31808
(Harris County)
Sing Properties, LLC
2876 Hamilton Rd
Auburn, AL 36830
Improved
Showroom & sales offices
SMG Lake Harding
Retail sale of pre-owned boats near Lake Harding in Georgia
pursuant to that Commercial Lease Agreement, dated May 1, 2015
2540 E. Highway 90
Bronston, KY 42518
(Pulaski County)
Jimmy and Ruth Troxtell
228 Club House Dr.
Monticello, KY 42633
Improved
Service building and storage
Lookout Marine
Full service department and storage near Lake Cumberland in Kentucky
pursuant to that Lease Agreement, dated June 1, 2016
6590 S. Highway 27
Somerset, KY 42501
(Pulaski County)
Jimmy and Ruth Troxtell
228 Club House Dr.
Monticello, KY 42633
Improved
Showroom & sales offices
Lookout Marine
Retail sale of new boats near Lake Cumberland in Kentucky
pursuant to that Lease Agreement, dated June 1, 2016


Complete Address
(including county)
Owner/Landlord’s Name
and Complete Address
Whether Improved
or Un-
improved
If
Improved,
Type
Use of Property
100 Falmouth Road
Mashpee, MA 02649
(Barnstable County)
    &
0 Falmouth Road
Mashpee, MA 02649
(Barnstable County)
    &
17 Bowdoin Road
Mashpee, MA 02649
(Barnstable County)
T & C NOMINEE TRUST
u/d/t dated Sept. 22, 2010
61 Amy Brown Road
Mashpee, MA 02649
Improved
Showroom, sales office, and service
Bosun’s Marine (Cape Cod Showroom)
Retail sale of new and used boats, showroom and full service department in Mashpee, Massachusetts
pursuant to that Lease Agreement, dated June 1, 2018
205 Newbury Street
Peabody, MA 01960
(Essex County)
    &
207 Newbury Street
Peabody, MA 01960
(Essex County)
BOSUN’S NEWBURY NOMINEE TRUST
u/d/t dated Aug. 2, 2006
61 Amy Brown Road
Mashpee, MA 02649
Improved
Showroom, sales office, and service
Bosun’s Marine (Boston/North Shore)
Retail sale of new and used boats, showroom and full service department in Peabody, Massachusetts
pursuant to that Lease Agreement, dated June 1, 2018
1209 E. Falmouth Hwy.
East Falmouth, MA 02536
(Barnstable County)
R & G REALTY TRUST
u/d/t dated Dec. 6, 2011
61 Amy Brown Road
Mashpee, MA 02649
Improved
Sales office, service, and marina
Bosun’s Marine (East Falmouth Marina)-
Retail sale of new and used boats, and full service & boat storage on water in East Falmouth, Massachusetts
pursuant to that Lease Agreement, dated June 1, 2018
21 Frog Pond Close
Mashpee, MA 02649
(Barnstable County)
SHOESTRING BAY
NOMINEE TRUST
u/d/t dated Dec. 12, 2001
61 Amy Brown Rd.
Mashpee, MA 02649
Improved
Slip rental
Bosun’s Marine (Mashpee Neck Marina)
Retail slips and on water boat storage in Mashpee, Massachusetts
pursuant to that Lease Agreement, dated June 1, 2018


Complete Address
(including county)
Owner/Landlord’s Name
and Complete Address
Whether Improved
or Un-
improved
If
Improved,
Type
Use of Property
411 Winchester Creek Rd.
Grasonville, MD  21638
(Queen Anne’s County)
GYI, LLC
183 Prince George St.
Annapolis, MD 21401
Improved
Showroom, sales offices, service garage, and marina
Grande Yachts (HQ / Grasonville)
Retail sale of new and used boats, full service & boat storage on water in Grasonville, Maryland
pursuant to that Lease Agreement, dated March 1, 2017
301 Pier One Road
Stevensville, MD  21666
(Queen Anne’s County)
Great American
Life Insurance Co.
c/o Property Brothers Management Corp.
357 Pier One Road
Stevensville, MD 21666
Improved
Retail sales office and marina slips
Grande Yachts (Stevensville / Annapolis)
Retail sale of new and used boats on water near Annapolis, Maryland
pursuant to that Lease for Commercial Office Space at Bay Bridge Marina, dated May 1, 2015, as amended by the First Amendment to Lease for Commercial Office Space at Bay Bridge Marina, dated February 1, 2016, and the Second Amendment to Lease for Commercial Office Space at Bay Bridge Marina, dated March 1, 2017
1 Icard Lane
New Rochelle, NY 10805
(Westchester County)
Giacobbe Enterprises, Inc.
583 Davenport Ave.
New Rochelle, NY 10805
Improved
Retail sales office
Grande Yachts (New York)
Retail sale of new and used boats on water near New York City
pursuant to that Lease Agreement, dated April 25, 2017
1322 & 1324 Airlie Rd.
Wilmington, NC  28403
(New Hanover County)
Crocker’s Landing
Association, Inc.
P.O. Box 1304
Wrightsville, NC  28480
Improved
Retail sales office and marina slips
Grande Yachts (Wilmington)
Retail sale of new and used boats on water near Wrightsville Beach, North Carolina
pursuant to that Commercial Lease Agreement, dated April 1, 2017


Complete Address
(including county)
Owner/Landlord’s Name
and Complete Address
Whether Improved
or Un-
improved
If
Improved,
Type
Use of Property
1611 Sawmill Parkway
Huron, OH 44839
(Erie County)
Three SeaSons
Partners, LLC
26600 Jefferson Ct.
Bay Village, OH 44140
Improved
Showroom, sales offices, service, and storage facilities
South Shore Marine
Retail sale of new and used boats near the water in Huron, Ohio
pursuant to that Commercial Lease Agreement, dated August 1, 2017
9481 State Route 708 N.
Lakeview, OH 43331
(Logan County)
    &
9488 State Route 708
Lakeview, OH 43331
(Logan County)
    &
9494 State Route 708
Lakeview, OH 43331
(Logan County)
    &
9506 State Route 708
Lakeview, OH 43331
(Logan County)
    &
9637 State Route 235 N.
Lakeview, OH 43348
(Logan County)
    &
8967 Court St.
Lakeview, OH 43331
(Logan County)
    &
Chestnut St.
Lakeview, OH 43331
(Logan County)
    &
8852 Chautauqua Blvd.
Lakeview, OH 43331
(Logan County)
    &
8866 Chautauqua Blvd.
Lakeview, OH 43331
(Logan County)
    &
8875 Chautauqua Blvd.
Lakeview, OH 43331
(Logan County)
    &
525 Washington Ave.
Russells Point, OH 43348
(Logan County)
    &
539 Washington Ave.
Russells Point, OH 43348
(Logan County)
REBO, Inc.
9481 State Route 708 N.
Lakeview, OH 43331
Improved
Showroom, sales offices, service department and garage, dry storage, wet slips, other storage facilities, and multiple RV trailer or mobile home lots
Spend A Day Marina
Retail sale of new and used boats, rental boats, rental RV lots, full service garage, and boat storage on and off water on Indian Lake in Ohio
pursuant to that Commercial Lease Agreement, dated April 1, 2018


Complete Address
(including county)
Owner/Landlord’s Name
and Complete Address
Whether Improved
or Un-
improved
If
Improved,
Type
Use of Property
33 Lockwood Dr.
Charleston, SC 29401
(Charleston County)
AMH–Ashley Marina, LLC
33 Lockwood Dr.
Charleston, SC  29401
Improved
Retail sales office
Grande Yachts (Charleston) -
FORMER retail sale of new and used boats on water in Charleston, South Carolina pursuant to that Office Lease Agreement, dated April 22, 2017
24 Patriots Point Rd.
Mt. Pleasant, SC 29464
(Charleston County)
Patriots Point
Development Authority
c/o Brothers Property Management Corp. d/b/a
Charleston Harbor
Resort and Marina
20 Patriots Point Rd.
Mt. Pleasant, SC 29464
Improved
Retail sales office
Grande Yachts (Charleston) -
Retail sale of new and used boats on water in Charleston, SC pursuant to that Lease Agreement, dated March 1, 2019
3216 Highway 378
Leesville, SC 29070
(Lexington County)
A & M Properties, LLC
210 Tom Drafts Cir.
Gilbert, SC 29054
Improved
Showroom & sales offices
Captain’s Choice -
Retail sale of new boats on Lake Murray in South Carolina
pursuant to that Lease Agreement, dated June 1, 2015
3214 Highway 378
Leesville, SC 29070
(Lexington County)
Edith D. Giddens Rev. Trust, dated 11/27/13
William H. Giddens Trust, dated 11/27/13
Improved
Storage adjacent to 3216 Hwy 378
Leesville, SC 29070
Captain’s Choice -
Boat storage on Lake Murray in South Carolina
pursuant to that Lease Agreement, dated January 1, 2018


Complete Address
(including county)
Owner/Landlord’s Name
and Complete Address
Whether Improved
or Un-
improved
If
Improved,
Type
Use of Property
15597 North Hwy 11
Salem, SC 29676
(Oconee County)
North Keowee Land, LLC
2876 Hamilton Rd
Auburn, AL 36830
Improved
Showroom & sales office
SMG Keowee North Marine -
Retail sale of new boats near Lake Keowee in South Carolina
pursuant to that Commercial Lease Agreement, dated July 24, 2014
152 Mariner Circle
Sunset, SC 29685
(Pickens County)
  &
135 Mariner Circle
Sunset, SC 29685
(Pickens County)
The Cliffs Club at Keowee Vineyards, LLC
341 Keowee
Baptist Church Rd.
Six Mile, SC 29682
Improved
Storage space, and fuel dock
SMG Keowee Vineyards -
Storage, fuel sales, boat rentals on Lake Keowee in South Carolina (no boat sales)
pursuant to that Lease Agreement, dated June 13, 2013
10439 Broad River Rd.
Irmo, SC 29063
(Richland County)
Clepper Brothers, LLC
208 Rucker Rd.
Chapin, SC 29036
&
1016 Gates Rd.
Irmo, SC 29063
Improved
Showroom & sales offices
Ray Clepper Boat Ctr
Retail sale of new boats near Irmo, South Carolina
pursuant to that Lease Agreement, dated February 1, 2019
1520 N. Stemmons Fwy
Lewisville, TX 75067
(Denton County)
Phil Dill Boats, Inc.
2016 Justin Rd Suite 300
Lewisville, TX 75077
Payment via Sublandlord:
North Keowee Land, LLC
2876 Hamilton Rd
Auburn, AL 36830
Leasehold rights secured through Sub-Sublandlord:
Cobalt Boats of Atlanta, LLC
2876 Hamilton Rd
Auburn, AL 36830
Improved
Showroom & sales offices
Phil Dill Boats -
Retail sale of new boats near Dallas, Texas
pursuant to that Lease Agreement, dated October 30, 2011, subject to sublease, dated October 31, 2011, subject to sub-sublease, dated September 26, 2014


Complete Address
(including county)
Owner/Landlord’s Name
and Complete Address
Whether Improved
or Un-
improved
If
Improved,
Type
Use of Property
2908 N. Stemmons Fwy
Lewisville, TX 75077
(Denton County)
Trett Enterprises, LLC
(Concessionaire to
Army Corps of Engineers)
1 Eagle Point Road
Lewisville, TX 75077
Improved
Showroom & sales offices
The Slalom Shop
Retail sale of new boats near Dallas/Fort Worth, Texas
pursuant to that Consent to the Assignment of
the Sales, Lease, and Operating Agreement,
Pursuant to the Extension and Modification Agreement, dated December 1, 2018
2700 NASA Rd.
Seabrook, TX 77586
(Harris County)
    &
1921 Larrabee St.
Seabrook, TX 77586
(Harris County)
2700 NASA Parkway, LP
P.O. Box 627
Seabrook, TX 77586
Improved
Showroom & sales offices
Texas Marine (Seabrook/Clear Lake)
pursuant to that Commercial Lease Agreement, dated December 10, 2007 as amended by the First Amendment to Lease dated November 30, 2015 as amended by the Second Amendment to Lease dated April 28,2017
1140 Interstate 10 N.
Beaumont, TX 77702
(Jefferson County)
JHMH REALTY, LLC -
BEAUMONT SERIES
1140 Interstate 10 N.
Beaumont, TX 77702
Improved
Showroom, sales offices, and service
Texas Marine (Beaumont)
pursuant to that Commercial Lease Agreement, dated February 1, 2018
1107 Interstate 45 S.
Conroe, TX 77301
(Montgomery County)
    &
300 Austin Road
Conroe, TX 77301
(Montgomery County)
JHMH REALTY, LLC -
CONROE SERIES
1140 Interstate 10 N.
Beaumont, TX 77702
Improved
Showroom, sales offices, and service
Texas Marine (Conroe/Houston)
pursuant to that Commercial Lease Agreement, dated February 1, 2018
1219 Interstate 45 S.
Conroe, TX 77301
(Montgomery County)
Ben Perdue
5055 Dunfries
Houston, TX 77096
Un-improved
N/A
Texas Marine (Conroe/Houston)
pursuant to that Commercial Lease Agreement, dated February 2, 2015


Complete Address
(including county)
Owner/Landlord’s Name
and Complete Address
Whether Improved
or Un-
improved
If
Improved,
Type
Use of Property
319 Post Oak Dr.
Conroe, TX 77301
(Montgomery County)
Pine Ridge
Apartments, LLC
407 Gladstell
Conroe, TX 77301
Un-improved
N/A
Texas Marine (Conroe/Houston) –
pursuant to that Commercial Lease Agreement, dated February 1, 2018
15096 Interstate 45 S.
Conroe, TX 77384
(Montgomery County)
Sing Properties, LLC
2876 Hamilton Rd
Auburn, AL 36830
Improved
Showroom & sales offices
SMG Wake Houston
Retail sale of new boats near Houston, Texas
pursuant to that Commercial Lease Agreement, dated July 24, 2014
801 S. Interstate 45
Conroe, TX 77301
(Montgomery County)
Gene & Betty Wolf
PO Box 2908
Conroe, TX 77305
Improved
Showroom & sales offices
SMG Texas Sport Boats
Retail sale of new boats near Houston, Texas
pursuant to that Commercial Lease Agreement, dated October 13, 2016
118 Lavilla Road
Graford, TX 76449
(Palo Pinto County)
Martin Properties, LLC
804 N. Shore Drive
Lewisville, TX 75077
Improved
Showroom & sales offices
The Slalom Shop
Retail sale of new boats near Dallas/Fort Worth, Texas on Possum Kingdom Lake
1460 Hwy 98 West (Okaloosa County)
or
1450 Highway 98 W. Mary Esther, FL 32569 (Okaloosa County)
 
&
1 Rush Road
Mary Esther, FL 32569
(Okaloosa County)
OWM Mary Esther FL Landlord, LLC
c/o SunTrust Equity Funding, LLC
3333 Peachtree Road, NE, 10th Floor
MC 3951
Atlanta, Georgia  30326
Attention:  Lachlan Carlyle
Improved
Sales offices, service and parts warehouse
Destin Marine Sunrise Marine’s service and retail sales of new and used boats in Destin, Florida


Complete Address
(including county)
Owner/Landlord’s Name
and Complete Address
Whether Improved
or Un-
improved
If
Improved,
Type
Use of Property
651 South Federal Hwy. Pompano Beach, FL 33060
OWM Pompano Beach FL Landlord, LLC
c/o SunTrust Equity Funding, LLC
3333 Peachtree Road, NE, 10th Floor
MC 3951
Atlanta, Georgia  30326
Attention:  Lachlan Carlyle
 
Improved
Sales offices, service and parts warehouse
Grande Yacht’s retail sales location in Pompano Beach, FL (former Top Notch location)
81500 Overseas Hwy, Islamorada FL 33060
(Broward County)
 
101 Mastic Street Islamorada, FL 33036
(Monroe County)
 
OWM Islamorada FL Landlord, LLC
c/o SunTrust Equity Funding, LLC
3333 Peachtree Road, NE, 10th Floor
MC 3951
Atlanta, Georgia  30326
Attention:  Lachlan Carlyle
Improved
Sales offices, services and parts warehouse
Caribee Boat Sales & Marina retail sales, storage and marina in Islamorada, FL
100 Ridge Rd. Canton, GA  30114
(Cherokee County)
OWM Canton GA Landlord, LLC
c/o SunTrust Equity Funding, LLC
3333 Peachtree Road, NE, 10th Floor
MC 3951
Atlanta, Georgia  30326
Attention:  Lachlan Carlyle
Improved
Sales offices, services and parts warehouse
Singleton Marine Lake Allatoona retail sales, service & parts location


Schedule 4.13(b)

Real Estate Assets

The following is a list of all Real Estate Assets owned by Holdings and its Subsidiaries in fee-simple:
 
Complete Address
(including county)
Whether
Improved or Unimproved
If Improved, Type
of Improvements
Use of Property
Approximate
Value
19300 S. Tamiami Trail
Fort Myers, FL 33908
(Lee County)
Improved
Sales offices, service and parts warehouse
Marina Mike’s
retail sale of new boats in Fort Myers, FL
$1,200,000
102 Mastic Street
Islamorada, FL 33036
(Monroe County)
Improved
Marina apartments and other storage
Caribee Boat Sales & Marina storage and additional marina property
$1,897,000
 
The following is a list of all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting each Real Estate Asset of any Credit Party, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment:

Description of Instrument
Address of the
Subject Real Estate
(including county)
Lessor’s Name
and Authority
Lessee’s Name
effective
date
Termination
date
any
renewal
term or extension available
Lease Agreement, dated Aug. 1, 2014
(subject to its Addendum No. 1, dated July 1, 2015)
3977 Hwy 59 S.
Gulf Shores, AL 36542
(Baldwin County)
Legendary Marine
Alabama, LLC
(Owner & Landlord)
One Water Marine Holdings, LLC
(Tenant & Assignor)
10/01/2014
9/30/2029
NONE
Assignment and Assumption of Lease, dated October 1, 2014
SAME AS ABOVE
One Water Marine Holdings, LLC
(Assignor)
Legendary Assets & Operations, LLC
(Assignee)
SAME AS ABOVE
SAME AS ABOVE
SAME AS ABOVE
Lease Agreement, dated Nov. 1, 2016
28791 US Hwy 98
Daphne, AL 36526
(Baldwin County)
A Proper Wash, LLC
(Owner & Landlord)
Legendary Assets & Operations, LLC
(Tenant)
11/01/2016
11/01/2021
two 5-year extensions
Lease Agreement, dated March 13, 2016
27844 Canal Road
Orange Beach, AL 36561
(Baldwin County)
Sportsman Marina, LP
(Owner and Landlord)
Legendary Assets & Operations, LLC
(Tenant)
03/13/2016
Month-to-month
NONE


Description of Instrument
Address of the
Subject Real Estate
(including county)
Lessor’s Name
and Authority
Lessee’s Name
effective
date
Termination
date
any
renewal
term or extension available
Commercial Lease Agreement, dated July 24, 2014
486 Parker Creek Marina Rd.
Equality, AL 36026
(Coosa County)
WillAnn, LLC
(Owner and Lessor)
Singleton Assets & Operations, LLC
(Lessee)
08/01/2014
07/31/2029
NONE
Land and Building Lease Agreement, dated July 1, 2015
15904 Hwy 231-431 N.
Hazel Green, AL 35750
(Madison County)
Rambo HG
Properties, LLC
(Owner and Landlord)
Singleton Assets & Operations, LLC
(Tenant)
07/01/2015
06/30/2030
two 5-year extensions
Land and Building Lease Agreement, dated July 1, 2015
10396 Highway 280 E.
Westover, AL 35185
(Shelby County)
Rambo BHM
Properties, LLC
(Owner and Landlord)
Singleton Assets & Operations, LLC
(Tenant)
07/01/2015
06/30/2030
two 5-year extensions
Land and Building Lease Agreement, dated August 1, 2015
One Acre adjacent to:
10396 Highway 280 E.
Westover, AL 35185
(Shelby County)
Rambo BHM
Properties, LLC
(Owner and Landlord)
Singleton Assets & Operations, LLC
(Tenant)
07/01/2015
06/30/2030
two 5-year extensions
Commercial Lease Agreement, dated July 24, 2014
7280 Highway 49 S.
Dadeville, AL 36853
(Tallapoosa County)
WillAnn, LLC
(Owner and Lessor)
Singleton Assets & Operations, LLC
(Lessee)
08/01/2014
07/31/2029
NONE
Real Property Lease Agreement, dated March 16, 2017
5792 Highway 49 S.
Dadeville, AL 36853
(Tallapoosa County)
Lord Genesh, Inc.
(Owner and Landlord)
Singleton Assets & Operations, LLC
(Tenant)
03/16/2017
03/16/2019
one 2-year extension
Lease Agreement and Option to Purchase, dated April 1, 2017
3829 Thomas Dr.
Panama City, FL 32408
(Bay County)
3829 Thomas
Drive, LLC
(Owner and Landlord)
Legendary Assets & Operations, LLC
(Tenant)
04/01/2017
3/31/2032
two 5-year extensions
Lease Agreement and Option to Purchase, dated April 1, 2017
4009 Thomas Dr.
Panama City, FL 32408
(Bay County)
4009 Thomas
Drive, LLC
(Owner and Landlord)
Legendary Assets & Operations, LLC
(Tenant)
04/01/2017
04/01/2032
two 5-year extensions
Amendment to April 1, 2017 Lease, dated July 1, 2017
SAME AS ABOVE
SAME AS ABOVE
SAME AS ABOVE
07/01/2017
04/01/2032
SAME AS ABOVE
Triple Net Lease Agreement, dated February 1, 2016
491 S. Federal Hwy
Pompano Beach, FL 33062
(Broward County)
LAC Marine Corp.
(Owner and Landlord)
One Water Marine Holdings, LLC
(Tenant)
02/01/2016
01/31/2026
one 5-year renewal option
Triple Net Lease Agreement, dated February 1, 2016
2660 Northeast 16th St.
Pompano Beach, FL 33062
(Broward County)
MMJC Realty, LLC
(Owner and Landlord)
One Water Marine Holdings, LLC
(Tenant)
02/01/2016
01/31/2026
one 5-year renewal option
Commercial Lease Agreement, dated November 14, 2014
2051 Griffin Road
Fort Lauderdale, FL 33312
(Broward County)
2051 Griffin
Road, LLC
(Owner and Landlord)
Sundance Lauderdale
Realty, Inc.
(Tenant)
01/01/2015
12/31/2017
no extension


Description of Instrument
Address of the
Subject Real Estate
(including county)
Lessor’s Name
and Authority
Lessee’s Name
effective
date
Termination
date
any
renewal
term or extension available
Addendum to 11/14/2014 Lease, dated February 1, 2016
SAME AS ABOVE
SAME AS ABOVE
SAME AS ABOVE
Term extension
12/01/2019
no additional extensions
Amendment to November 14, 2014 Lease, dated January 1, 2018
SAME AS ABOVE
SAME AS ABOVE
SAME AS ABOVE
01/01/2018
12/01/2019
no additional extensions
Lease, dated March 1, 2017
801 & 821 NE Third St.
Dania Beach, FL 33004
(Broward County)
Harbour Towne Marina, LLC (Owner)
&
Westrec
Investors, Inc.
(Landlord)
Midwest Assets & Operations, LLC
(Tenant)
03/01/2017
02/29/2020
one 3-year extension
Lease Agreement, dated February 1, 2019
2600 N. Federal Hwy.
Lighthouse Pt, FL 33064
(Broward County)
OBYS Holdings, LLC
(Owner and Landlord)
South Florida Assets & Operations, LLC
(Tenant)
02/01/2019
01/31/2034
two 5-year renewal options
Lease Agreement, dated October 13, 2016
84 W Airport Blvd.
Pensacola, FL 32503
(Escambia County)
Eugene Killinger, Trustee of the Douglas Eugene Killinger Rev. Mgmt. Trust
(Owner)
84 W. Airport, LLC
(Prime Landlord)
LMIP Holding, LLC
(Lessee/Assignor)
10/01/2016
09/30/2021
one 5-year renewal option
Assignment, Assumption & Landlord Consent, dated October 1, 2016
SAME AS ABOVE
LMIP
Holding, LLC
(Assignor)
84 W. Airport, LLC
(Prime Landlord)
Legendary Assets & Operations, LLC
(Assignee)
10/01/2016
09/30/2021
one 5-year renewal option
Lease Agreement, dated August 1, 2017
997 S. Palafox St.
Pensacola, FL 32502
(Escambia County)
Day Break Marina, Inc.
Legendary Assets & Operations, LLC
08/01/2018
08/31/2019
Annual
Lease Agreement, dated June 15, 2017
16171 Pine Ridge Rd.
Unit B3-1
Ft. Myers, FL 33908
(Lee County)
Ozinus Pine
Ridge, LLC
Legendary Assets & Operations, LLC
07/15/2017
06/30/2019
NONE
Triple Net Lease Agreement, dated February 1, 2016
3301 NE Indian River Dr.
Jensen Beach, FL 34957
  &
3321 NE Indian River Dr.
Jensen Beach, FL 34957
(Martin County)
Sundance Marine Dixie, Inc.
(Owner and Landlord of 3301 Indian River)
  &
Indian River Drive, Inc.
(Owner and Landlord of 3321 Indian River)
One Water Marine Holdings, LLC
(Tenant)
02/01/2016
01/31/2026
one 5-year renewal option


Description of Instrument
Address of the
Subject Real Estate
(including county)
Lessor’s Name
and Authority
Lessee’s Name
effective
date
Termination
date
any
renewal
term or extension available
Lease Agreement, dated February 1, 2019
420 S.W. Federal Hwy.
Stuart, FL 34994
(Martin County)
DB South Florida Properties, LLC
(Owner & Landlord)
South Florida Assets & Operations, LLC
(Tenant)
02/01/2019
01/31/2034
two 5-year renewal options
Lease Agreement, dated June 10, 2016
9595 NW 7th Avenue
Miami, FL 33150
(Miami-Dade County)
Ibanez Investment Group, Inc.
(Owner & Landlord)
South Florida Assets & Operations, LLC
08/1/2016
07/1/2021
NONE
Slip Rental Agreement
(4 slips)
2890 NE 187th Street
Aventura, FL 33180
(Miami-Dade County)
AMP IV - Hidden Harbour, LLC
(Landlord)
South Florida Assets & Operations, LLC
(Tenant)
04/01/2019
03/31/2020
NONE
Lease Agreement, dated September 9, 2017
2550 S. Bayshore Dr.
Suite 207
Coconut Grove, FL 33133
(Miami-Dade County)
Aligned Bayshore Marina, LLC
(Owner)
&
Prime Marina
Group, LLC
(Landlord)
Lab Marine, Inc.
d/b/a Grande Yachts International
(Tenant)
09/01/2017
07/31/2022
NONE
Assignment of Tenant Lease, dated September 9, 2017
SAME AS ABOVE
Lab Marine, Inc.
d/b/a Grande Yachts International
(Assignor)
Midwest Assets & Operations, LLC
(Assignee)
SAME AS ABOVE
SAME AS ABOVE
SAME AS ABOVE
Lease Agreement, dated November 1, 2016
15600 Collins Avenue
Miami Beach, FL 33154
(Miami-Dade County)
Haulover Marine Center, LLC
South Florida Assets & Operations, LLC
11/01/2016
Month-to-month
NONE
Lease Agreement, dated October 1, 2014
4601 Legendary Marina Dr.
Destin, FL 32541
(Okaloosa County)
LYC Destin, LLC
(Owner and Landlord)
One Water Marine Holdings, LLC
(Tenant)
10/01/2014
10/31/2029
NONE
Assignment and Assumption of Lease, dated October 1, 2014
SAME AS ABOVE
One Water Marine Holdings, LLC
(Assignor)
Legendary Assets & Operations, LLC
(Assignee)
SAME AS ABOVE
SAME AS ABOVE
SAME AS ABOVE
Lease Agreement, dated September 7, 2017
2620 Lakeshore Dr.
Riviera Beach, FL 33404
(Palm Beach County)
Riviera Beach
SMI, LLC
(Owner and Landlord)
South Florida Assets & Operations, LLC
(Tenant)
02/01/2019
08/31/2019
one 3-year renewal options
Slip Rental Agreement
(2 slips and 1 parking space)
105 Lake Shore Drive, Lake Park, FL 33403
(Palm Beach County)
Town of Lake Park
(Owner and Landlord)
South Florida Assets & Operations, LLC
(Tenant)
04/01/2019
03/31/2020
NONE
Lease Agreement, dated May 17, 2017
1095 N. Hwy A1A
Jupiter, FL 33477
(Palm Beach County)
Jupiter Inlet
Marina, LLC
(Owner and Landlord)
Midwest Assets & Operations, LLC
(Tenant)
04/01/2017
30-day notice
NONE


Description of Instrument
Address of the
Subject Real Estate
(including county)
Lessor’s Name
and Authority
Lessee’s Name
effective
date
Termination
date
any
renewal
term or extension available
Lease Agreement, dated March 3, 2016
9300 Emerald Coast Pkwy
Miramar Beach, FL 32550
(Walton County)
Sandestin
Investments, LLC
(Owner)
c/o Sandestin
Real Estate
(Landlord)
Legendary Assets & Operations, LLC
(Tenant)
03/14/2016
03/13/2021
one 5-year renewal
Lease Agreement, dated October 13, 2014
5820 Lake Oconee Pkwy
Greensboro, GA 30642
(Greene County)
Boats with Gusto, LLC
(Owner & Landlord)
Singleton Assets & Operations, LLC
(Tenant)
10/13/2014
01/30/2022
No extension
Commercial Lease Agreement, dated July 24, 2014
5529 Lanier Islands Pkwy
Buford, GA 30518
(Hall County)
AnnWill, LLC
(Owner & Lessor)
Singleton Assets & Operations, LLC
(Lessee)
08/01/2014
07/31/2029
NONE
Lease Agreement, dated August 8, 2014
adjacent to preceding prop.
0 McEver Road
Buford, GA 30518
(Hall County)
CBD Investments, LLC
(Owner & Landlord)
Cobalt Boats of Atlanta, LLC
(Tenant)
08/11/2014
8/11/2017
NONE
Assignment, Assumption & Landlord Consent, dated October 1, 2014
SAME AS ABOVE
Cobalt Boats of Atlanta, LLC
(Assignor)
Singleton Assets & Operations, LLC
Assignee
SAME
SAME
NONE
Lease Agreement, dated January 25, 2010
6900 Lanier Islands Pkwy
Buford, GA 30518
(Hall County)
PS Marinas I, LP
c/o Westrec Marina Management, Inc.
(Master Landlord) -
the property is owned by the U.S. Army Corp of Engineers
Blue Creek Marina, LLC
(Assignee & Tenant)
04/01/2017
12/31/2020
NONE
First Amendment to Lease dated February 1, 2016
SAME AS ABOVE
SAME AS ABOVE
SAME AS ABOVE
05/31/2012
10/01/2016
NONE
Second Amendment to Lease dated January 25, 2010
SAME AS ABOVE
SAME AS ABOVE
SAME AS ABOVE
07/24/2015
10/01/2026
NONE
3rd Amendment to 01/25/2010 Lease, dated April 15, 2013
SAME AS ABOVE
SAME AS ABOVE
SAME AS ABOVE
No change to dates.  Permits SMG to install and operate a cable system at the marina.
   


Description of Instrument
Address of the
Subject Real Estate
(including county)
Lessor’s Name
and Authority
Lessee’s Name
effective
date
Termination
date
any
renewal
term or extension available
4th Amendment to 01/25/2010 Lease, dated July 24, 2015
SAME AS ABOVE
SAME AS ABOVE
SAME AS ABOVE
Extension of Term
10/01/2026
NONE
Assignment, Assumption & Landlord Consent, dated January 25, 2010
SAME AS ABOVE
Blue Creek Marina, LLC
Assignor
Singleton Assets & Operations, LLC
Assignee
SAME
SAME
NONE
Lease Agreement, dated January 25, 2010
6900 Lanier Islands Pkwy
Buford, GA 30518
(Hall County)
Corporate office space
PS Marinas I, LP
c/o Westrec Marina Management, Inc.
(Master Landlord) -
the property is owned by the U.S. Army Corp of Engineers
Singleton Assets & Operations, LLC
(Assignee & Tenant)
04/01/2017
12/31/2020
NONE
Lease Agreement, dated July 1, 2016
6700 Lanier Islands Pkwy
Buford, GA 30518
(Hall County)
Lazy Dayz
Holiday Marina, LLC
c/o Westrec Marina Management, Inc.
(Master Landlord) -
the property is owned by the U.S. Army Corp of Engineers
Singleton Assets & Operations, LLC
(Tenant)
07/01/2016
10/01/2026
NONE
Commercial Lease Agreement, dated July 24, 2014
6275 Lanier Islands Pkwy
Buford, GA 30518
(Hall County)
Linda C. Singleton, LLC
(Owner & Lessor)
Singleton Assets & Operations, LLC
(Lessee)
08/01/2014
07/31/2029
NONE
Commercial Lease Agreement, dated July 24, 2014
3149 Shoreland Dr.
Buford, GA 30518
(Hall County)
Blue Creek Marina, LLC
(Owner & Lessor)
Singleton Assets & Operations, LLC
(Lessee)
08/01/2014
07/31/2029
NONE
Lease Agreement, dated March 31, 2015
6516 Lanier Islands Pkwy
Buford, GA 30518
(Hall County)
Lawrence & Sharon Sosnow
(Owner & Landlord)
Singleton Assets & Operations, LLC
(Tenant)
03/31/2015
03/31/2020
one 5-year renewal
Commercial Lease Agreement, dated May 1, 2015
45 Bartlett Ferry Rd.
Fortson, GA 31808
(Harris County)
Sing Properties, LLC
(Owner & Lessor)
Singleton Assets & Operations, LLC
(Lessee)
05/01/2015
05/01/2025
NONE
Lease Agreement, dated June 1, 2016
2540 E. Highway 90
Bronston, KY 42633
(Pulaski County)
Jimmy H. Troxtell,
Ruth F. Troxtell, and
Jimmy H. Troxtell, Jr.
(Owner & Landlord)
Singleton Assets & Operations, LLC
(Tenant)
06/01/2016
06/01/2031
two 5-year extensions


Description of Instrument
Address of the
Subject Real Estate
(including county)
Lessor’s Name
and Authority
Lessee’s Name
effective
date
Termination
date
any
renewal
term or extension available
Lease Agreement, dated June 1, 2016
6590 S. Highway 27
Somerset, KY 42501
(Pulaski County)
Jimmy H. Troxtell,
Ruth F. Troxtell
(Owner & Landlord)
Singleton Assets & Operations, LLC
(Tenant)
06/01/2016
06/01/2031
two 5-year extensions
Lease Agreement, dated March 1, 2017
411 Winchester Creek Rd.
Grasonville, MD 21638
(Queen Anne’s)
GYI, LLC
(Owner & Landlord)
Midwest Assets & Operations, LLC
(Tenant)
03/01/2017
03/31/2032
two 5-year extensions
Lease for Commercial Office Space at Bay Bridge Marina, dated May 1, 2015
301 Pier One Rd.
Stevensville, MD 21666
(Queen Anne’s)
Great American Life Ins. Co. (Owner)
   &
Brothers Prop. Mgmt.
(Landlord)
Midwest Assets & Operations, LLC
(Tenant)
05/01/2015
4/30/2016
NONE
First Amendment to Lease for Commercial Office Space at Bay Bridge Marina, dated February 1, 2016
SAME AS ABOVE
SAME AS ABOVE
Midwest Assets & Operations, LLC.
05/01/2016
4/30/2017
NONE
Second Amendment to Lease for Commercial Office Space at Bay Bridge Marina, dated March 1, 2017
SAME AS ABOVE
SAME AS ABOVE
Midwest Assets & Operations, LLC
(Tenant)
05/01/2017
04/30/2022
NONE
Lease Agreement, dated June 1, 2018
100 Falmouth Rd.
Mashpee, MA 02649
(Barnstable County)
0 Falmouth Rd.
Mashpee, MA 02649
(Barnstable County)
17 Bowdoin Rd.
Mashpee, MA 02649
(Barnstable County)
T & C NOMINEE TRUST u/d/t dated September 22, 2010
(Owner & Landlord)
Bosun’s Assets & Operations, LLC
(Tenant)
06/01/2018
05/31/2028
two 5-year extensions
Lease Agreement, dated June 1, 2018
205 Newbury St.
Peabody, MA 01960
(Essex County)
&
207 Newbury St.
Peabody, MA 01960
(Essex County)
BOSUN’S NEWBURY NOMINEE TRUST u/d/t dated
August 2, 2006
(Owner & Landlord)
Bosun’s Assets & Operations, LLC
(Tenant)
06/01/2018
05/31/2028
two 5-year extensions
Lease Agreement, dated June 1, 2018
1209 E. Falmouth Hwy.
East Falmouth, MA 02536
(Barnstable County)
R & G REALTY TRUST u/d/t dated December 6, 2011
(Owner & Landlord)
Bosun’s Assets & Operations, LLC
(Tenant)
06/01/2018
05/31/2028
two 5-year extensions


Description of Instrument
Address of the
Subject Real Estate
(including county)
Lessor’s Name
and Authority
Lessee’s Name
effective
date
Termination
date
any
renewal
term or extension available
Slip Rental Agreement, dated June 1, 2018
21 Frog Pond Close
Mashpee, MA 02649
(Barnstable County)
SHOESTRING BAY NOMINEE TRUST u/d/t dated December 12, 2001
(Owner & Landlord)
Bosun’s Assets & Operations, LLC
(Tenant)
06/01/2018
10/31/2018
NONE
Dockage Application and License Agreement
1 Pier 8 13th St.
Boston, MA 02129
(Suffolk County)
Charlestown
Marina, LLC
(Owner & Landlord)
Bosun’s
Marine, Inc.
(Tenant)
05/01/2018
10/31/2018
NONE
Assignment,
dated June 1, 2018
SAME
Bosun’s
Marine, Inc.
(Assignor)
Bosun’s Assets & Operations, LLC
(Assignee)
06/01/2018
SAME
SAME
2018 Summer Inquiry/Reservation dated Oct. 24, 2007
10 White St.
Salem, MA 01970
(Essex County)
SHM Hawthorne Cove, LLC
(Owner & Landlord)
Bosun’s
Marine, Inc.
(Tenant)
05/01/2018
11/15/2018
NONE
Assignment,
dated June 1, 2018
SAME
Bosun’s
Marine, Inc.
(Assignor)
Bosun’s Assets & Operations, LLC
(Assignee)
06/01/2018
SAME
SAME
2018 Slip Agreement dated January 15, 2018
70 Green Harbor Rd.
East Falmouth, MA 02536
(Barnstable County)
Green Pond Marina Associates, Inc.
(Landlord)
Hoboken, LLC
(Owner)
Bosun’s
Marine, Inc.
(Tenant)
05/01/2018
10/31/2018
NONE
Assignment,
dated June 1, 2018
SAME
Bosun’s
Marine, Inc.
(Assignor)
Bosun’s Assets & Operations, LLC
(Assignee)
06/01/2018
SAME
SAME
Lease of Land, dated Jan. 1, 2012
614 East Falmouth Hwy.
East Falmouth, MA 02536
(Barnstable County)
The Cinroc, LLC
(Landlord)
Paulino P. Rodriques, Trustee of the Cinroc Realty Trust
(Owner)
Bosun’s
Marine, Inc.
(Tenant)
01/01/2012
12/31/2015
two 3-year extensions
Assignment,
dated June 1, 2018
SAME
Bosun’s
Marine, Inc.
(Assignor)
Bosun’s Assets & Operations, LLC
(Assignee)
06/01/2018
SAME
SAME
Lease Agreement, dated March 1, 2018
1 Icard Ln.
New Rochelle, NY 10805
(Westchester)
Giacobbe
Enterprises, Inc.
(Owner & Landlord)
Midwest Assets & Operations, LLC
(Tenant)
03/01/2018
02/28/2019
NONE


Description of Instrument
Address of the
Subject Real Estate
(including county)
Lessor’s Name
and Authority
Lessee’s Name
effective
date
Termination
date
any
renewal
term or extension available
Commercial Lease Agreement, dated April 1, 2017
1322 & 1324 Airlie Rd.
Wilmington, NC 28403
(New Hanover)
Crocker’s Landing Association, Inc.
(Owner)
&
Crocker’s
Landing, LLC
(Landlord)
Midwest Assets & Operations, LLC
(Tenant)
04/01/2017
03/31/2022
NONE
Lease Agreement dated August 1, 2017
1611 Sawmill Parkway
Huron, OH 44839
(Erie County)
Three SeaSons Partners, LLC
(Owner and Landlord)
South Shore
Lake Erie Assets & Operations, LLC
(Tenant)
08/01/2017
07/31/2032
two 5-year extensions
Lease Agreement, dated June 1, 2017
1535 Sawmill Pkwy
Huron, OH 44839
(Erie County)
Al Sentzel
(Owner and Landlord)
South Shore
Lake Erie Assets & Operations, LLC
(Tenant)
06/01/2017
06/01/2018
NONE
Business Property Lease, dated October 1, 2017
3994 E. Harbor Road
Port Clinton, OH 43452
(Ottawa County)
Knoll Crest
Investors, LTD
(Owner and Landlord)
South Shore
Lake Erie Assets & Operations, LLC
(Tenant)
10/01/2017
9/30/2018
one 12-month extension
Summer Dock Agreement dated August 1,2017
350 Huron Street
P.O. Box 176
Huron, OH 44839
(Erie County)
Huron Yacht
Club, Inc.
(Owner and Landlord)
South Shore
Lake Erie Assets & Operations, LLC
(Tenant)
08/01/2017
08/01/2018
NONE
SonRise Summer Dockage Agreement dated October 15, 2016
1535 First Street
Sandusky, OH 44870
(Erie County)
Hoty Marine
Group, LLC
d/b/a SonRise Marina
(Owner and Landlord)
South Shore
Lake Erie Assets & Operations, LLC
(Tenant)
10/01/2016
08/01/2018
NONE
Lease Agreement, dated April 1, 2018
9481 State Route 708 N.
Lakeview, OH 43331
(Logan County)
&
9488 State Route 708
Lakeview, OH 43331
(Logan County)
&
9494 State Route 708
Lakeview, OH 43331
(Logan County)
&
9506 State Route 708
Lakeview, OH 43331
(Logan County)
&
REBO, Inc.
(Owner and Landlord)
Midwest Assets & Operations, LLC
(Tenant)
04/01/2018
03/31/2033
two 5-year extensions


Description of Instrument
Address of the
Subject Real Estate
(including county)
Lessor’s Name
and Authority
Lessee’s Name
effective
date
Termination
date
any
renewal
term or extension available
 
9637 State Route 235 N.
Lakeview, OH 43348
(Logan County)
&
8967 Court St.
Lakeview, OH 43331
(Logan County)
&
Chestnut St.
Lakeview, OH 43331
(Logan County)
&
8852 Chautauqua Blvd.
Lakeview, OH 43331
(Logan County)
&
8866 Chautauqua Blvd.
Lakeview, OH 43331
(Logan County)
&
8875 Chautauqua Blvd.
Lakeview, OH 43331
(Logan County)
&
525 Washington Ave.
Russells Point, OH 43348
(Logan County)
&
539 Washington Ave.
Russells Point, OH 43348
(Logan County)
         
Lease Agreement, dated May 18, 2017
405 Main St.
Russells Point, OH 43348
(Logan County)
Bruce A. Roby
(Owner & Landlord)
Rebo, Inc.
(Tenant)
05/01/2017
04/30/2022
one 5-year extensions
Assignment, Assumption & Landlord Consent, dated April 1, 2018
SAME AS ABOVE
Rebo, Inc.
(Assignor)
Midwest Assets & Operations, LLC
(Assignee)
SAME
SAME
SAME
Lease Agreement, dated July 22, 2017
11520 Township Rd. 87
Buildings 1, 2, 6 & 7
Lakeview, OH 43331
(Logan County)
TRD Leasing, LLC
(Landlord)
87-93 W 9th
Avenue, LLC
(Owner of Bldg. 1&2)
Township Road 87
Development II, LLC
(Owner of Bldg. 6&7)
Rebo, Inc.
(Tenant)
09/10/2017
09/1/2018
four 1-year extensions


Description of Instrument
Address of the
Subject Real Estate
(including county)
Lessor’s Name
and Authority
Lessee’s Name
effective
date
Termination
date
any
renewal
term or extension available
Assignment, Assumption & Landlord Consent, dated April 1, 2018
SAME AS ABOVE
Rebo, Inc.
(Assignor)
Midwest Assets & Operations, LLC
(Assignee)
SAME
SAME
SAME
Office Lease Agreement, dated April 1, 2017
33 Lockwood Dr.
Charleston, SC 29401
(Charleston County)
AMH-Ashley
Marina, LLC
(Owner & Landlord)
Midwest Assets & Operations, LLC
(Tenant)
04/01/2017
03/30/2018
two 24-month extensions
Lease Agreement, dated February 27, 2019
24 Patriots Point Rd.
Mt. Pleasant, SC 29464
(Charleston County)
Patriots Point
Development Authority
(Owner)
Brothers Property Management Corp. d/b/a Charleston Harbor Resort & Marina at Patriot’s Point
(Landlord)
Midwest Assets & Operations, LLC
(Tenant)
03/01/2019
02/28/2020
NONE
2019 Charleston Harbor Resort & Marina License Agreement for Dockage, dated February 26, 2019
(50’ Dock Slip)
24 Patriots Point Rd.
Mt. Pleasant, SC 29464
(Charleston County)
Patriots Point
Development Authority
(Owner)
Brothers Property Management Corp. d/b/a Charleston Harbor Resort & Marina at Patriot’s Point
(Landlord)
Midwest Assets & Operations, LLC
(Tenant)
03/01/2019
02/28/2020
NONE
2019 Charleston Harbor Resort & Marina License Agreement for Dockage, dated March 19, 2019
(50’ Dock Slip)
24 Patriots Point Rd.
Mt. Pleasant, SC 29464
(Charleston County)
Patriots Point
Development Authority
(Owner)
Brothers Property Management Corp. d/b/a Charleston Harbor Resort & Marina at Patriot’s Point
(Landlord)
Midwest Assets & Operations, LLC
(Tenant)
04/01/2019
03/31/2020
NONE
2019 Charleston Harbor Resort & Marina License Agreement for Dockage, dated March 19, 2019
(40’ Dock Slip)
24 Patriots Point Rd.
Mt. Pleasant, SC 29464
(Charleston County)
Patriots Point
Development Authority
(Owner)

Midwest Assets & Operations, LLC
(Tenant)
04/01/2019
03/31/2020
NONE


Description of Instrument
Address of the
Subject Real Estate
(including county)
Lessor’s Name
and Authority
Lessee’s Name
effective
date
Termination
date
any
renewal
term or extension available
   
Brothers Property Management Corp. d/b/a Charleston Harbor Resort & Marina at Patriot’s Point
(Landlord)
       
Lease Agreement, dated June 1, 2015
3216 Highway 378
Leesville, SC 29070
(Lexington County)
A & M
Properties, LLC
(Owner & Landlord)
Singleton Assets & Operations, LLC
(Tenant)
06/01/2015
06/01/2030
two 5-year extensions
Lease Agreement, dated January 1, 2018
3214 Highway 378
Leesville, SC 29070
(Lexington County)
“Edith D. Giddens Rev. Trust, dated 11/27/13
William H. Giddens Trust, dated 11/27/13”
(Owner & Landlord)
Singleton Assets & Operations, LLC
(Tenant)
01/01/2018
12/31/2020
NONE
Commercial Lease Agreement, dated July 24, 2014
15597 North Highway 11
Salem, SC 29676
(Oconee County)
North Keowee Land, LLC
(Owner & Lessor)
Singleton Assets & Operations, LLC
(Lessee)
08/01/2014
07/31/2029
NONE
Lease Agreement, June 13, 2013
152 & 135 Mariner Circle
Sunset, SC 29685
(Pickens County)
The Cliffs Club
at Keowee
Vineyards, LLC
(Owner & Landlord)
Singleton Assets & Operations, LLC
(Tenant)
04/01/2013
10/31/2015
one 1-year extension
Lease Agreement, dated February 1, 2019
10439 Broad River Road
Irmo, SC 29063
(Richland County)
Clepper Brothers, LLC
(Owner & Landlord)
Singleton Assets & Operations, LLC
(Tenant)
02/01/2019
01/312029
two 5-year extensions
Lease Agreement, dated October 30, 2011
1520 N. Stemmons Fwy
Lewisville, TX 75067
(Denton County)
Phil Dill Boats, Inc.
(Owner & Landlord)
North Keowee Land, LLC
(Tenant)
10/30/2011
11/30/2021
two 5-year extensions
Sublease Agreement, dated October 31, 2011
SAME AS ABOVE
North Keowee
Land, LLC
(Leaseholder &
Sublandlord)
Cobalt Boats of Atlanta, LLC
(Subtenant)
10/31/2011
11/30/2021
two 5-year extensions
Lease, dated April 27, 2000
2908 N. Stemmons Fwy
Lewisville, TX 75077
(Denton County)
U.S. Army Corps of Engineers
(Owner)
City of Lewisville
(Prime Landlord)
04/15/2000
04/14/2025
NONE
Concession Agreement, dated December 11, 2000
SAME AS ABOVE
City of Lewisville
(Prime Landlord)
L.J.H. Corporation
(Concessionaire)
12/11/2000
SAME
NONE
Lease Agreement, dated October 2, 2000
SAME AS ABOVE
L.J.H. Corporation
(Concessionaire)
Trett Enterprises, Inc.
(Sublandlord)
04/15/2000
SAME
NONE


Description of Instrument
Address of the
Subject Real Estate
(including county)
Lessor’s Name
and Authority
Lessee’s Name
effective
date
Termination
date
any
renewal
term or extension available
Extension and Modification Agreement, dated November 14, 2000
(original - Sales, Lease and Operating Agreement, dated December 14, 1994)
SAME AS ABOVE
Trett
Enterprises, Inc.
(Sublandlord)
The Slalom Shop, Inc.
(Sub-Sublandlord)
04/15/2000
SAME
NONE
Commercial Real Property Sublease, dated December 14, 2018
SAME AS ABOVE
The Slalom
Shop, Inc.
(Sub-Sublandlord)
Singleton Assets & Operations, LLC
(Tenant)
12/01/2018
SAME
NONE
Commercial Lease Agreement, dated December 10, 2007
2700 NASA Rd.
Seabrook, TX 77586
1921 Larrabee St.
Seabrook, TX 77586
(Harris County)
2700 NASA Parkway, LP
(Owner & Landlord)
Texas Marine & Brokerage, Inc.
(Tenant)
02/01/2008
01/31/2013
two 2-year extensions
First Amendment to Lease Agreement, dated December 10, 2007
SAME AS ABOVE
SAME AS ABOVE
SAME AS ABOVE.
11/30/2015
01/31/2018
two 2-year extensions
Second Amendment to Lease Agreement, dated December 10, 2007
SAME AS ABOVE
SAME AS ABOVE
SAME AS ABOVE
05/28/2017
01/31/2020
two 2-year extensions
Assignment, Assumption & Landlord Consent, dated December 10, 2007
SAME AS ABOVE
Texas Marine & Brokerage, Inc (Assignor)
Singleton Assets & Operations, LLC
(Assignee)
SAME
SAME
two 2-year extensions
Lease Agreement, dated February 01, 2018
1140 Interstate 10 N.
Beaumont, TX 77702
(Jefferson County)
JHMH REALTY, LLC - BEAUMONT SERIES
(Owner & Landlord)
Singleton Assets & Operations, LLC
(Tenant)
02/01/2018
01/31/2033
two 5-year extensions
Commercial Lease Agreement, dated July 24, 2014
15096 Interstate 45 S.
Conroe, TX 77384
(Montgomery County)
Sing Properties, LLC
(Owner & Landlord)
Singleton Assets & Operations, LLC
(Tenant)
08/01/2014
07/31/2029
NONE


Description of Instrument
Address of the
Subject Real Estate
(including county)
Lessor’s Name
and Authority
Lessee’s Name
effective
date
Termination
date
any
renewal
term or extension available
Commercial Lease Agreement, dated October 13, 2016
801 S. Interstate 45
Conroe, TX 77301
(Montgomery County)
Gene & Betty Wolf
(Owner & Landlord)
Singleton Assets & Operations, LLC
(Tenant)
11/01/2016
11/30/2022
one 5-year extensions
Commercial Lease Agreement, dated February 1, 2018
1107 Interstate 45 S.
Conroe, TX 77301 &
300 Austin Road Conroe, TX 77301
(Montgomery County)
JHMH REALTY, LLC - CONROE SERIES
(Owner & Landlord)
Singleton Assets & Operations, LLC
(Tenant)
02/01/2018
01/31/2033
two 5-year extensions
Commercial Lease Agreement, dated February 2, 2015
1219 Interstate 45 S.
Conroe, TX 77301
(Montgomery County)
Ben Perdue
(Owner & Landlord)
Texas Marine of Houston, Inc.
(Tenant)
04/01/2015
03/31/2020
NONE
Assignment, Assumption & Landlord Consent, dated February 2, 2015
SAME AS ABOVE
Texas Marine of Houston, Inc
(Assignor)
Singleton Assets & Operations, LLC
(Assignee)
SAME
SAME
NONE
Commercial Lease Agreement, dated February 1, 2018
319 Post Oak Dr.
Conroe, TX 77301
(Montgomery County)
Pine Ridge Apartments, LLC
(Owner & Landlord)
Singleton Assets & Operations, LLC
(Tenant)
02/01/2018
10/01/2022
NONE
Commercial Real Property Lease, dated December 14, 2018
118 Lavilla Road
Graford, TX 76449
(Palo Pinto County)
Martin
Properties, LLC
(Owner & Landlord)
Singleton Assets & Operations, LLC
(Tenant)
12/01/2018
12/01/2033
two 5-year extensions
Lease Agreement, dated August 2, 2019
1460 Hwy 98 West (Okaloosa County)
or
1450 Highway 98 W. Mary Esther, FL 32569 (Okaloosa County)
 
&
1 Rush Road
Mary Esther, FL 32569
(Okaloosa County)
OWM Mary Esther FL Landlord, LLC (Owner & Landlord)
Legendary Assets & Operations, LLC (Tenant)
08/2/2019
08/2/2024
Four 5-year extensions
Lease Agreement, dated August 2, 2019
651 South Federal Hwy. Pompano Beach, FL 33060
OWM Pompano Beach FL Landlord, LLC
Midwest Assets & Operations, LLC (Tenant)
08/2/2019
08/2/2024
Four 5-year extensions
Lease Agreement, dated August 2, 2019
100 Ridge Rd. Canton, GA  30114
OWM Canton GA Landlord, LLC
Singleton Assets & Operations, LLC (Tenant)
08/2/2019
08/2/2024
Four 5-year extensions
Lease Agreement, dated August 2, 2019
81500 Overseas Hwy. Islamorada, FL 33036
 
101 Mastic Street Islamorada, FL 33036
OWM Islamorada FL Landlord, LLC
South Florida Assets & Operations, LLC (Tenant)
08/2/2019
08/2/2024
Four 5-year extensions

Each agreement listed herein above is in full force and effect and the Credit Parties do not have Knowledge of any default that has occurred and is continuing thereunder, and each such agreement constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles.


Schedule 5.17

Post-Closing Matters


1.
Clepper Real Estate Matters.  On or prior to October 31, 2019 (or such later date as agreed upon by Agent in its sole discretion), the Credit Parties shall deliver any and all real estate items previously requested or required to be delivered pursuant to Section 1(e) of the Limited Consent and Eleventh Amendment to Credit and Guaranty Agreement dated as of February 15, 2019 (the “Clepper Consent”), Section 5.11 of the Credit Agreement and Section 5.16 of the Credit Agreement, in each case, that were not delivered at or prior to the Proposed Acquisition Date (as defined in the Clepper Consent) including, without limitation, (i) recorded copies of the limited warranty deed and the deed to secure debt, together with all other documents and fees required by Chicago Title Insurance Company to issue owner’s and loan polices of title insurance and (ii) a new or updated survey sufficient to cause Chicago Title Insurance Company to issue new policies, or endorsements to existing policies providing for extended coverage and removal of the survey exception, in the case of each clause (i) and clause (ii), satisfactory to Agent.
 

2.
Ocean Blue Real Estate Matters.  On or prior to October 31, 2019 (or such later date as agreed upon by Agent in its sole discretion), the Credit Parties shall deliver any and all real estate items previously requested or required to be delivered pursuant to Section 1(f) of the Limited Consent and Twelfth Amendment to Credit and Guaranty Agreement dated as of February 28, 2019 (the “Ocean Blue Consent”), Section 5.11 of the Credit Agreement and Section 5.16 of the Credit Agreement, in each case, that were not delivered at or prior to the Proposed Acquisition Date (as defined in the Ocean Blue Consent) including, without limitation, (i) recorded copies of the limited warranty deed and the deed to secure debt, together with all other documents and fees required by Chicago Title Insurance Company to issue owner’s and loan polices of title insurance and (ii) a new or updated survey sufficient to cause Chicago Title Insurance Company to issue new policies, or endorsements to existing policies providing for extended coverage and removal of the survey exception, in the case of each clause (i) and clause (ii), satisfactory to Agent.
 

3.
Other Outstanding Real Estate Matters.  On or prior to October 31, 2019 (or such later date as agreed upon by Agent in its sole discretion), the Credit Parties shall delivery any and all real estate items previously requested or required to be delivered pursuant to Section 5.11, Section 5.16 and Section 5.17 of the Credit Agreement or under any other relevant provision of any other Credit Document, in each case, that were not delivered at or prior to the date hereof.





Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated April 26, 2019, with respect to the financial statement of OneWater Marine Inc. contained in the Registration Statement and Prospectus. We consent to the use of the aforementioned report in the Registration Statement and Prospectus, and to the use of our name as it appears under the caption “Experts.”

/s/ GRANT THORNTON LLP
 
 
 
Atlanta, Georgia
 
September 23, 2019
 



Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated April 26, 2019, with respect to the consolidated financial statements of One Water Marine Holdings, LLC contained in the Registration Statement and Prospectus. We consent to the use of the aforementioned report in the Registration Statement and Prospectus, and to the use of our name as it appears under the caption “Experts.”

/s/ GRANT THORNTON LLP
 
 
 
Atlanta, Georgia
 
September 23, 2019