Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 30, 2021 | Jul. 26, 2021 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Transition Report | false | |
Entity File Number | 001-39213 | |
Entity Registrant Name | OneWater Marine Inc. | |
Entity Central Index Key | 0001772921 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-4330138 | |
Entity Address, Address Line One | 6275 Lanier Islands Parkway | |
Entity Address, City or Town | Buford | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30518 | |
City Area Code | 678 | |
Local Phone Number | 541-6300 | |
Title of 12(b) Security | Class A common stock, par value $0.01 per share | |
Trading Symbol | ONEW | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 11,661,575 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 3,377,449 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Sep. 30, 2020 |
Current assets: | ||
Cash | $ 113,249 | $ 66,087 |
Restricted cash | 7,437 | 2,066 |
Accounts receivable, net | 37,748 | 18,479 |
Inventories | 116,873 | 150,124 |
Prepaid expenses and other current assets | 32,251 | 15,302 |
Total current assets | 307,558 | 252,058 |
Property and equipment, net | 66,206 | 18,442 |
Other assets: | ||
Deposits | 504 | 350 |
Deferred tax asset | 18,967 | 12,854 |
Identifiable intangible assets | 74,004 | 61,304 |
Goodwill | 151,564 | 113,059 |
Total other assets | 245,039 | 187,567 |
Total assets | 618,803 | 458,067 |
Current liabilities: | ||
Accounts payable | 24,908 | 12,781 |
Other payables and accrued expenses | 56,098 | 24,221 |
Customer deposits | 43,114 | 17,280 |
Notes payable - floor plan | 108,160 | 124,035 |
Current portion of long-term debt | 11,858 | 7,419 |
Current portion of tax receivable agreement liability | 482 | 0 |
Total current liabilities | 244,620 | 185,736 |
Long-term Liabilities: | ||
Other long-term liabilities | 8,300 | 1,482 |
Tax receivable agreement liability, net of current portion | 25,594 | 15,585 |
Long-term debt, net of current portion and unamortized debt issuance costs | 103,885 | 81,977 |
Total liabilities | 382,399 | 284,780 |
Stockholders' Equity: | ||
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued and outstanding as of June 30, 2021 and September 30, 2020 | 0 | 0 |
Additional paid-in capital | 123,643 | 105,947 |
Retained earnings | 58,956 | 16,757 |
Total stockholders' equity attributable to OneWater Marine Inc. | 182,750 | 122,854 |
Equity attributable to non-controlling interests | 53,654 | 50,433 |
Total stockholders' equity | 236,404 | 173,287 |
Total liabilities and stockholders' equity | 618,803 | 458,067 |
Class A Common Stock [Member] | ||
Stockholders' Equity: | ||
Common stock | 117 | 104 |
Class B Common Stock [Member] | ||
Stockholders' Equity: | ||
Common stock | $ 34 | $ 46 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Sep. 30, 2020 |
Stockholders' Equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock [Member] | ||
Stockholders' Equity: | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 40,000,000 | 40,000,000 |
Common stock, shares issued (in shares) | 11,661,575 | 10,391,661 |
Common stock, shares outstanding (in shares) | 11,661,575 | 10,391,661 |
Class B Common Stock [Member] | ||
Stockholders' Equity: | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, shares issued (in shares) | 3,377,449 | 4,583,637 |
Common stock, shares outstanding (in shares) | 3,377,449 | 4,583,637 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues | ||||
Total revenues | $ 404,207 | $ 408,273 | $ 947,901 | $ 751,934 |
Cost of sales (exclusive of depreciation and amortization shown separately below) | ||||
Total cost of sales | 277,255 | 313,588 | 679,727 | 580,476 |
Selling, general and administrative expenses | 60,476 | 43,134 | 143,685 | 103,822 |
Depreciation and amortization | 1,475 | 824 | 3,816 | 2,375 |
Transaction costs | 65 | 31 | 633 | 3,393 |
Loss on contingent consideration | 0 | 0 | 377 | 0 |
Income from operations | 64,936 | 50,696 | 119,663 | 61,868 |
Other expense (income) | ||||
Interest expense - floor plan | 956 | 2,298 | 2,206 | 7,482 |
Interest expense - other | 1,083 | 3,082 | 3,222 | 7,392 |
Change in fair value of warrant liability | 0 | 0 | 0 | (771) |
Other (income) expense, net | (158) | (43) | (247) | 22 |
Total other expense, net | 1,881 | 5,337 | 5,181 | 14,125 |
Income before income tax expense | 63,055 | 45,359 | 114,482 | 47,743 |
Income tax expense | 11,498 | 4,737 | 20,559 | 5,209 |
Net income | 51,557 | 40,622 | 93,923 | 42,534 |
Less: Net income attributable to non-controlling interests | 0 | 0 | 0 | 350 |
Net income loss attributable to noncontrolling interest of OneWater Marine Holdings LLC | 17,054 | 26,255 | 31,158 | 26,732 |
Net (loss) income attributable to One Water Marine Holdings, LLC | 34,503 | 14,367 | 62,765 | 15,452 |
New Boat [Member] | ||||
Revenues | ||||
Total revenues | 288,222 | 294,678 | 679,704 | 530,249 |
Cost of sales (exclusive of depreciation and amortization shown separately below) | ||||
Total cost of sales | 211,141 | 240,649 | 520,820 | 434,858 |
Pre-Owned Boat [Member] | ||||
Revenues | ||||
Total revenues | 71,116 | 78,213 | 165,778 | 149,470 |
Cost of sales (exclusive of depreciation and amortization shown separately below) | ||||
Total cost of sales | 52,566 | 63,594 | 125,566 | 122,803 |
Finance & Insurance [Member] | ||||
Revenues | ||||
Total revenues | 15,238 | 16,639 | 32,990 | 29,047 |
Service, Parts & Other [Member] | ||||
Revenues | ||||
Total revenues | 29,631 | 18,743 | 69,429 | 43,168 |
Cost of sales (exclusive of depreciation and amortization shown separately below) | ||||
Total cost of sales | $ 13,548 | $ 9,345 | $ 33,341 | $ 22,815 |
Class A Common Stock [Member] | ||||
Other expense (income) | ||||
Earnings per share, Basic (in dollars per share) | $ 3.14 | $ 2.36 | $ 5.77 | $ 2.54 |
Earnings per share, Diluted (in dollars per share) | $ 3.04 | $ 2.36 | $ 5.63 | $ 2.54 |
Basic weighted-average shares outstanding (in shares) | 10,976 | 6,088 | 10,884 | 6,088 |
Diluted weighted-average shares outstanding (in shares) | 11,341 | 6,097 | 11,143 | 6,093 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' AND MEMBERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Members Equity [Member] | Common Stock [Member]Class A Common Stock [Member] | Common Stock [Member]Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance at Sep. 30, 2019 | $ 86,018 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Distributions to members | (1,310) | ||||||
Accumulated unpaid preferred returns | 2,183 | ||||||
Accretion of redeemable preferred and issuance costs | 162 | ||||||
Ending balance at Dec. 31, 2019 | 87,053 | ||||||
Beginning balance at Sep. 30, 2019 | $ 31,770 | $ 0 | $ 0 | $ 0 | $ 0 | $ 6,199 | 37,969 |
Beginning balance (in shares) at Sep. 30, 2019 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (1,314) | $ 0 | $ 0 | 0 | 0 | 247 | (1,067) |
Distributions to members | (189) | 0 | 0 | 0 | 0 | (732) | (921) |
Accumulated unpaid preferred returns | (2,183) | 0 | 0 | 0 | 0 | 0 | (2,183) |
Accretion of redeemable preferred and issuance costs | (162) | 0 | 0 | 0 | 0 | 0 | (162) |
Equity-based compensation | 39 | 0 | 0 | 0 | 0 | 0 | 39 |
Ending balance at Dec. 31, 2019 | 27,961 | $ 0 | $ 0 | 0 | 0 | 5,714 | 33,675 |
Ending balance (in shares) at Dec. 31, 2019 | 0 | 0 | |||||
Beginning balance at Sep. 30, 2019 | 86,018 | ||||||
Ending balance at Jun. 30, 2020 | 0 | ||||||
Beginning balance at Sep. 30, 2019 | 31,770 | $ 0 | $ 0 | 0 | 0 | 6,199 | 37,969 |
Beginning balance (in shares) at Sep. 30, 2019 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | 42,534 | ||||||
Ending balance at Jun. 30, 2020 | 0 | $ 61 | $ 85 | 56,683 | 15,452 | 99,549 | 171,830 |
Ending balance (in shares) at Jun. 30, 2020 | 6,088 | 8,462 | |||||
Beginning balance at Mar. 31, 2020 | 0 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Distributions to members | 0 | ||||||
Effect of organizational transactions | 0 | ||||||
Ending balance at Jun. 30, 2020 | 0 | ||||||
Beginning balance at Mar. 31, 2020 | 0 | $ 61 | $ 85 | 56,730 | 1,085 | 80,706 | 138,667 |
Beginning balance (in shares) at Mar. 31, 2020 | 6,088 | 8,462 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | 0 | $ 0 | $ 0 | 0 | 14,367 | 26,255 | 40,622 |
Distributions to members | 0 | 0 | 0 | 0 | 0 | (7,412) | (7,412) |
Effect of organizational transactions | 0 | $ 0 | $ 0 | (827) | 0 | 0 | (827) |
Effect of organizational transactions (in shares) | 0 | 0 | |||||
Equity-based compensation | $ 0 | $ 0 | 780 | 0 | 0 | 780 | |
Ending balance at Jun. 30, 2020 | 0 | $ 61 | $ 85 | 56,683 | 15,452 | 99,549 | 171,830 |
Ending balance (in shares) at Jun. 30, 2020 | 6,088 | 8,462 | |||||
Beginning balance at Sep. 30, 2020 | 0 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Distributions to members | 0 | ||||||
Ending balance at Dec. 31, 2020 | 0 | ||||||
Beginning balance at Sep. 30, 2020 | 0 | $ 104 | $ 46 | 105,947 | 16,757 | 50,433 | 173,287 |
Beginning balance (in shares) at Sep. 30, 2020 | 10,392 | 4,583 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | 0 | $ 0 | $ 0 | 0 | 7,788 | 3,987 | 11,775 |
Distributions to members | 0 | 0 | 0 | 0 | 0 | (1,319) | (1,319) |
Effect of September offering, including underwriter exercise of option to purchase shares | 0 | $ 4 | $ (4) | 4,146 | 0 | (4,256) | (110) |
Effect of September offering, including underwriter exercise of option to purchase shares (in shares) | 387 | (387) | |||||
Exchange of B shares for A shares | 0 | $ 1 | $ (1) | 916 | 0 | (916) | 0 |
Exchange of B shares for A shares (in shares) | 88 | (88) | |||||
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis | 0 | $ 0 | $ 0 | (228) | 0 | 0 | (228) |
Equity-based compensation | 0 | 0 | 0 | 1,078 | 0 | 0 | 1,078 |
Ending balance at Dec. 31, 2020 | 0 | $ 109 | $ 41 | 111,859 | 24,545 | 47,929 | 184,483 |
Ending balance (in shares) at Dec. 31, 2020 | 10,867 | 4,108 | |||||
Beginning balance at Sep. 30, 2020 | 0 | ||||||
Ending balance at Jun. 30, 2021 | 0 | ||||||
Beginning balance at Sep. 30, 2020 | 0 | $ 104 | $ 46 | 105,947 | 16,757 | 50,433 | 173,287 |
Beginning balance (in shares) at Sep. 30, 2020 | 10,392 | 4,583 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | 93,923 | ||||||
Ending balance at Jun. 30, 2021 | 0 | $ 117 | $ 34 | 123,643 | 58,956 | 53,654 | 236,404 |
Ending balance (in shares) at Jun. 30, 2021 | 11,662 | 3,377 | |||||
Beginning balance at Dec. 31, 2020 | 0 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Distributions to members | 0 | ||||||
Ending balance at Mar. 31, 2021 | 0 | ||||||
Beginning balance at Dec. 31, 2020 | 0 | $ 109 | $ 41 | 111,859 | 24,545 | 47,929 | 184,483 |
Beginning balance (in shares) at Dec. 31, 2020 | 10,867 | 4,108 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | 0 | $ 0 | $ 0 | 0 | 20,475 | 10,117 | 30,592 |
Distributions to members | 0 | 0 | 0 | 0 | (61) | (140) | (201) |
Exchange of B shares for A shares | 0 | $ 0 | $ 0 | 558 | 0 | (558) | 0 |
Exchange of B shares for A shares (in shares) | 37 | (37) | |||||
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis | 0 | $ 0 | $ 0 | (6) | 0 | 0 | (6) |
Shares issued upon vesting of equity-based awards, net of tax withholding | 0 | $ 1 | $ 0 | (450) | 0 | 0 | (449) |
Shares issued upon vesting of equity-based awards, net of tax withholding (in shares) | 64 | 0 | |||||
Equity-based compensation | 0 | $ 0 | $ 0 | 1,127 | 0 | 0 | 1,127 |
Ending balance at Mar. 31, 2021 | 0 | $ 110 | $ 41 | 113,088 | 44,959 | 57,348 | 215,546 |
Ending balance (in shares) at Mar. 31, 2021 | 10,968 | 4,071 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Distributions to members | 0 | ||||||
Ending balance at Jun. 30, 2021 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | 0 | $ 0 | $ 0 | 0 | 34,503 | 17,054 | 51,557 |
Distributions to members | 0 | 0 | 0 | 0 | (45) | (2,206) | (2,251) |
Dividends and distributions declared ($1.80 per share and per unit, respectively) | (20,461) | (7,328) | (27,789) | ||||
Exchange of B shares for A shares | 0 | $ 7 | $ (7) | 11,214 | 0 | (11,214) | 0 |
Exchange of B shares for A shares (in shares) | 694 | (694) | |||||
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis | 0 | $ 0 | $ 0 | (1,805) | 0 | 0 | (1,805) |
Equity-based compensation | 0 | 0 | 0 | 1,146 | 0 | 0 | 1,146 |
Ending balance at Jun. 30, 2021 | $ 0 | $ 117 | $ 34 | $ 123,643 | $ 58,956 | $ 53,654 | $ 236,404 |
Ending balance (in shares) at Jun. 30, 2021 | 11,662 | 3,377 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' AND MEMBERS' EQUITY (Parenthetical) | 3 Months Ended |
Jun. 30, 2021$ / shares | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Dividends and distribution declared (in dollars per share) | $ 1.80 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities | ||
Net income | $ 93,923 | $ 42,534 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 3,816 | 2,375 |
Equity-based awards | 3,351 | 1,598 |
(Gain) loss on asset disposals | (196) | 60 |
Change in fair value of long-term warrant liability | 0 | (771) |
Non-cash interest expense | 503 | 6,178 |
Deferred income tax provision | 2,338 | 0 |
Payment of acquisition contingent consideration | (5,520) | 0 |
(Increase) decrease in assets: | ||
Accounts receivable | (19,031) | (42,145) |
Inventories | 47,146 | 106,038 |
Prepaid expenses and other current assets | (16,892) | (3,557) |
Deposits | (152) | (11) |
Increase (decrease) in liabilities: | ||
Accounts payable | 11,124 | 19,608 |
Other payables and accrued expenses | 11,307 | 12,718 |
Customer deposits | 21,478 | 7,971 |
Net cash provided by operating activities | 153,195 | 152,596 |
Cash flows from investing activities | ||
Purchases of property and equipment and construction in progress | (7,802) | (3,923) |
Proceeds from disposal of property and equipment | 168 | 1,616 |
Cash used in acquisitions | (83,486) | 0 |
Net cash used in investing activities | (91,120) | (2,307) |
Cash flows from financing activities | ||
Net borrowings from floor plan | (27,455) | (49,316) |
Proceeds from long-term debt | 30,000 | 49,307 |
Payments on long-term debt | (7,237) | (19,380) |
Payments of debt issuance costs | (701) | (1,762) |
Payments of initial public offering costs | 0 | (5,217) |
Payments of September offering costs | (540) | 0 |
Payment of acquisition contingent consideration | 0 | (1,457) |
Distributions to redeemable preferred interest members | 0 | (90,503) |
Proceeds from issuance of Class A common stock sold in initial public offering, net of underwriting discounts and commissions | 0 | 59,234 |
Payments of tax withholdings for equity-based awards | (449) | 0 |
Distributions to members | (3,160) | (11,618) |
Net cash used in financing activities | (9,542) | (70,712) |
Net change in cash | 52,533 | 79,577 |
Cash and restricted cash at beginning of period | 68,153 | 11,492 |
Cash and restricted cash at end of period | 120,686 | 91,069 |
Supplemental cash flow disclosures | ||
Cash paid for interest | 4,925 | 8,696 |
Cash paid for income taxes | 13,993 | 0 |
Noncash items | ||
Acquisition purchase price funded by seller notes payable | 2,056 | 0 |
Acquisition purchase price funded by contingent consideration | 5,482 | 0 |
Purchase of property and equipment funded by long-term debt | 1,693 | 1,046 |
Dividends and distributions payable | 27,789 | 0 |
Distributions to members payable | $ 610 | $ 0 |
Description of Company and Basi
Description of Company and Basis of Presentation | 9 Months Ended |
Jun. 30, 2021 | |
Description of Company and Basis of Presentation [Abstract] | |
Description of Company and Basis of Presentation | 1. Description of Company and Basis of Presentation Description of the Business OneWater Marine Inc. (“OneWater Inc.”) was incorporated in Delaware on April 3, 2019 and was a wholly-owned subsidiary of One Water Marine Holdings, LLC (“OneWater LLC”). Pursuant to a reorganization on February 11, 2020 into a holding company structure for the purpose of facilitating an initial public offering (the “Offering”) and related transactions in order to carry on the business of OneWater LLC and its subsidiaries (together with OneWater Marine Inc., the “Company”), OneWater Inc. is the holding company and its sole material asset is the equity interest in OneWater LLC. OneWater LLC was organized as a limited liability company under the law of the State of Delaware in 2014 and is the parent company of One Water Assets & Operations (“OWAO”), and its wholly-owned subsidiaries. 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 pre-owned 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. As of June 30, 2021, the Company operated a total of 69 stores in ten states, consisting of Alabama, Florida, Georgia, Kentucky, Maryland, Massachusetts, North Carolina, Ohio, South Carolina, and Texas. Operating results are generally subject to seasonal variations. Demand for products is 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, global public health concerns, including the COVID-19 pandemic, 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 brands represent approximately 42.9% and 44.1% of total sales for the three months ended June 30, 2021 and 2020, respectively, and 41.1% and 41.7% of total sales for the nine months ended June 30, 2021 and 2020, respectively, making them major suppliers of the Company. Of this amount, Malibu Boats, Inc., including its brands Malibu, Axis, Cobalt, Pursuit, Maverick, Hewes, Cobia and Pathfinder accounted for 19.0% and 19.2% of consolidated revenue for the three months ended June 30, 2021 and 2020, respectively, and 17.1% and 17.8% of consolidated revenue for the nine months ended June 30, 2021 and 2020, respectively. As is typical in the industry, the Company contracts with most manufacturers under renewable annual dealer agreements, each of which provides 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. Pre-owned boats are usually trade-ins from retail customers who are purchasing a boat from the Company. Principles of Consolidation As the sole managing member of OneWater LLC, OneWater Inc. operates and controls all of the businesses and affairs of OneWater LLC, and through OneWater LLC and its subsidiaries One Water Assets and Operations, South Shore Assets and Operations, Bosun’s Assets and Operations, Singleton Assets and Operations, Legendary Assets and Operations, South Florida Assets and Operations and Midwest Assets and Operations (collectively, the “Subsidiaries”), conducts its business. As a result, OneWater Inc. consolidates the financial results of OneWater LLC and its subsidiaries and reports non-controlling interests related to the portion of units of OneWater LLC (the “OneWater LLC Units”) not owned by OneWater Inc., which will reduce net income (loss) attributable to OneWater Inc.’s Class A stockholders. As of June 30, 2021, OneWater Inc. owned 77.5% of the economic interest of OneWater LLC. Basis of Financial Statement Preparation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements, which do not include all the information and notes required by such accounting principles for annual financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with OneWater Inc.’s Annual Report on Form 10-K for the year ended September 30, 2020. All adjustments, consisting of only normal recurring adjustments considered necessary for fair presentation, have been reflected in these unaudited condensed consolidated financial statements. All intercompany transactions have been eliminated in consolidation. In addition, certain reclassifications of amounts previously reported have been made to the accompanying unaudited condensed 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 accompanying unaudited condensed consolidated financial statements. As discussed above, the Company is the sole managing member for OneWater LLC and consolidates OneWater LLC and its subsidiaries. The financial statements for periods prior to the Offering have been adjusted to combine the previously separate entities for presentation purposes. Thus, for periods prior to the completion of the Offering, the accompanying unaudited interim condensed consolidated financial statements include the historical financial position and results of operations of OneWater LLC and its subsidiaries. For periods after the completion of the Offering, the financial position and results of operations include those of the Company and the Subsidiaries and report non-controlling interest related to the portion of OneWater LLC Units not owned by OneWater Inc. COVID-19 Pandemic In the last two weeks of March 2020, the Company began seeing the impact of the COVID-19 global pandemic on its business. Based on the guidance of local governments and health officials, we temporarily closed or reduced staffing at certain departments and locations during portions of the fiscal year ended September 30, 2020. The Company has implemented cleaning and social distancing techniques at each of its locations. In light of the current environment, the Company’s sales team members are providing certain customers with virtual walkthroughs of inventory and/or private, at home or on water showings. The duration and related impact on the Company’s consolidated financial statements is currently uncertain, and it is possible that the pandemic, including the resurgence of COVID-19 in certain geographic areas, may negatively impact the Company’s future results of operations. The Company is monitoring and assessing the situation and preparing for implications to the business, including the ability to safely operate its stores, access to inventory and customer demand. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies 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 pre-owned 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. Goodwill and Other Identifiable Intangible Assets Goodwill and intangible assets are accounted for in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 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, including other identifiable intangible assets, is recorded as goodwill. Goodwill is an asset representing operational synergies and future economic Identifiable intangible assets consist of trade names related to the acquisitions the Company has completed. The Company has 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, and therefore, are not subject to amortization. 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. Revenue Recognition Revenue is recognized from the sale of products and commissions earned on new and pre-owned boats (including used, brokerage, consignment and wholesale) when ownership is transferred to the customer, which is generally upon acceptance or delivery to the customer. At the time of acceptance or delivery, the customer is able to direct the use of, and obtain substantially all of the benefits at such time. We are the principal with respect to revenue from new, used, consignment and wholesale sales and such revenue is recorded at the gross sales price. With respect to brokerage transactions, we are acting as an agent in the transaction, therefore the fee or commission is recorded on a net basis. Revenue from parts and service operations (boat maintenance and repairs) are recorded over time as services are performed. Satisfaction of this performance obligation creates an asset with no alternative use for which an enforceable right to payment for performance to date exists within our contractual agreements. Each boat maintenance and repair service is a single performance obligation that includes both the parts and labor associated with the service. Payment for boat maintenance and repairs is typically due upon the completion of the service, which is generally completed within a period of one year or less from contract inception. The Company recorded contract assets in prepaid expenses and other current assets of $3.2 and $1.5 million as of June 30, 2021 and September 30, 2020, respectively. Contract assets related to the repair and maintenance services are transferred to receivables when a repair order is completed and invoiced to the customer. Deferred revenue from storage and marina operations is recognized on a straight-line basis over the term of the contract as services are completed. Revenue from arranging financing, insurance and extended warranty contracts to customers through various third-party financial institutions and insurance companies is recognized when the related boats are sold. We do not directly finance our customers’ boat, motor or trailer purchases. We are acting as an agent in the transaction, therefore the commission is recorded on a net basis. Subject to our agreements and in the event of early cancellation, prepayment or default of such loans or insurance contracts by the customer, we may be assessed a charge back for a portion of the transaction price by the third-party financial institutions and insurance companies. We reserve for these chargebacks based on our historical experience with repayments or defaults. Chargebacks were not material to the unaudited condensed consolidated financial statements as of June 30, 2021. Contract liabilities consist of deferred revenues from marina and storage operations and customer deposits and are classified in customer deposits in the Company’s unaudited condensed consolidated balance sheets. Deposits received from customers are recorded as a liability until the related sales orders have been fulfilled by us and control of the vessel is transferred to the customer. The activity in customer deposits for the three and nine months ended June 30, 2021 is as follows: ($ in thousands) Three Months Ended June 30, 2021 Nine Months Ended Beginning contract liability $ 39,395 $ 17,280 Revenue recognized from contract liabilities included in the beginning balance (26,266 ) (16,821 ) Increases due to cash received, net of amounts recognized in revenue during the period 29,985 42,655 Ending contract liability $ 43,114 $ 43,114 The following tables set forth percentages on the timing of revenue recognition for the three and nine months ended June 30, 2021 and the three and nine months ended June 30 2020. Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Goods and services transferred at a point in time 94.4 % 97.0 % Goods and services transferred over time 5.6 % 3.0 % Total Revenue 100.0 % 100.0 % Nine Months Ended June 30, 2021 Nine Months Ended June 30, 2020 Goods and services transferred at a point in time 94.1 % 95.7 % Goods and services transferred over time 5.9 % 4.3 % Total Revenue 100.0 % 100.0 % Income Taxes OneWater Inc. is a corporation and as a result, is subject to U.S. federal, state and local income taxes. We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the consolidated financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the book value and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period in which the enactment date occurs. We recognize deferred tax assets to the extent we believe these assets are more-likely-than-not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. OneWater LLC is treated as a partnership for U.S. federal income tax purposes and therefore does not pay U.S. federal income tax on its taxable income. Instead, the OneWater LLC members are liable for U.S. federal income tax on their respective shares of the Company’s taxable income reported on the members’ U.S. federal income tax returns. When there are situations with uncertainty as to the timing of the deduction, the amount of the deduction, or the validity of the deduction, the Company adjusts the financial statements to reflect only those tax positions that are more-likely-than-not to be sustained. Positions that meet this criterion are measured using the largest benefit that is more than 50% likely to be realized. Interest and penalties related to income taxes are included in the benefit (provision) for income taxes in the consolidated statements of operations. Vendor Consideration Received Consideration received from vendors is accounted for in accordance with FASB Accounting Standards Codification 330, ‘‘Inventory’’ (‘‘ASC 330’’). Pursuant to ASC 330, 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. 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 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 unaudited condensed consolidated financial statements include, but are not limited to, those relating to inventory mark downs, certain assumptions related to intangible and long-lived assets and accruals for expenses relating to business operations. Segment Information As of June 30, 2021 and September 30, 2020, the Company had one operating segment, marine retail. 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 offering 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. The Company has determined its marine retail operating segment is its reporting unit and is also the reportable segment. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Jun. 30, 2021 | |
New Accounting Pronouncements [Abstract] | |
New Accounting Pronouncements | 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 reflect this election. We may take advantage of these provisions until September 30, 2025, or such earlier time that we are no longer an EGC. We would cease to be an EGC 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.” We continue to monitor these thresholds so that the Company may prepare for any future loss of EGC status prior to September 30, 2025. 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 disclose key information about leasing arrangements. ASU 2016-02 is effective for a public company’s annual reporting periods beginning 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, 2021, and interim periods within fiscal years beginning after December 15, 2022. 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 fiscal year 2023 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. In June 2016, the FASB issued ASU 2016-13, ‘‘Financial instruments — Credit Losses’’ (“ASU 2016-13”). ASU 2016-13 requires entities to report ‘‘expected’’ credit losses on financial instruments and other commitments to extend credit rather than the current ‘‘incurred loss’’ model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU will also require enhanced disclosures relating to significant estimates and judgments used in estimating credit losses, as well as the credit quality. ASU 2016-13 is effective for a public company’s annual reporting periods beginning after December 15, 2019, and interim periods within those annual periods. As an EGC, the Company has elected to adopt ASU 2016-13 following the effective date for private companies beginning with annual reporting periods beginning after December 15, 2022, including interim periods within those annual periods. The Company is currently evaluating the impact that this standard will have on the consolidated financial statements. The Company plans to adopt ASU 2016-13 in fiscal year 2024. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes”. The pronouncement is effective for a public company’s annual reporting periods beginning after December 15, 2020, and interim periods within those annual periods. As an EGC, the Company has elected to adopt the pronouncement following the effective date for private companies beginning with annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact that this standard will have on the consolidated financial statements. The Company plans to adopt the pronouncement in fiscal year 2023. In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform”, which provides temporary optional guidance to companies impacted by the transition away from the London Inter-Bank Offered Rate (“LIBOR”). The guidance provides certain expedients and exceptions to applying GAAP in order to lessen the potential accounting burden when contracts, hedging relationships, and other transactions that reference LIBOR as a benchmark rate are modified. The guidance is effective upon issuance and expires on December 31, 2022. The Company is currently assessing the impact of the LIBOR transition and this ASU on the Company’s financial statements. |
Acquisitions
Acquisitions | 9 Months Ended |
Jun. 30, 2021 | |
Acquisitions [Abstract] | |
Acquisitions | 4. Acquisitions The results of operations of acquisitions are included in the accompanying unaudited condensed consolidated financial statements from the acquisition date. 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. Under the acquisition method of accounting, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on information currently available. Tom George Yacht Group Acquisition On December 1, 2020, we acquired substantially all of the assets of Tom George Yacht Group (“TGYG”) with two locations in Florida. TGYG enhances the Company’s presence on the west coast of Florida and expands new and pre-owned boat sales, as well as yacht brokerage, service and parts. The purchase price was $10.2 million with $8.2 million paid at closing and $2.1 million financed through a note payable to the seller bearing interest at a rate of 5.5% per year. The note is payable in one lump sum three years from the closing date, with interest payments due quarterly. The table below summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date, including the goodwill recorded as a result of the transaction: Summary of Assets Acquired and Liabilities Assumed ($ in thousands) Accounts receivable $ 109 Inventories 5,326 Prepaid expenses 18 Property and equipment 341 Identifiable intangible assets 2,940 Goodwill 6,854 Accrued expenses (3 ) Customer deposits (1,322 ) Notes payable – floor plan (4,016 ) Total purchase price $ 10,247 Walker Marine Group Acquisition On December 31, 2020, we acquired substantially all of the assets of Walker Marine Group (“Walker”) with five locations in Florida. The acquisition enhances the Company’s presence on the southwest coast of Florida and expands new and pre-owned boat sales, as well as finance and insurance services, service and parts. The purchase price was $35.2 million with $29.7 million paid at closing and an estimated payment of contingent consideration of $5.5 million. The estimated contingent consideration is part of an earnout subject to achievement of certain post-acquisition increases in adjusted EBITDA. The acquisition contingent consideration was determined using weighted average projections for the estimated post-acquisition adjusted EBITDA and was based on the Company’s historical experience with acquisitions as well as current forecasts for the industry. The minimum payout due on the acquisition contingent consideration is $0.2 million. The maximum amount of the earnout is unlimited. The table below summarizes the fair values of the assets acquired at the acquisition date, including the goodwill recorded as a result of the transactions: Summary of Assets Acquired ($ in thousands) Accounts receivable $ 129 Inventories 8,481 Prepaid expenses 39 Property and equipment 503 Identifiable intangible assets 8,230 Goodwill 28,658 Accounts payable (213 ) Customer deposits (3,033 ) Notes payable – floor plan (7,563 ) Total purchase price $ 35,231 After the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 was filed, the Company finalized the post-closing working capital adjustments for the acquisition of Walker Marine Group which increased both our assets acquired and liabilities assumed. Roscioli Yachting Center Acquisition On December 31, 2020, we acquired substantially all of the assets of Roscioli Yachting Center (“Roscioli”) with one location in southeast Florida. The acquisition expands the Company’s presence in the yacht category and amplifies the Company’s service and repair offerings. As part of the acquisition, we acquired the related real estate and in-water slips. The purchase price was $45.5 million, paid at closing. The table below summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the acquisition date, including the goodwill recorded as a result of the transactions: Summary of Assets Acquired and Liabilities Assumed ($ in thousands) Inventories $ 87 Prepaid expenses 1 Property and equipment 41,300 Identifiable intangible assets 1,530 Goodwill 2,993 Accounts payable (180 ) Accrued expenses (185 ) Total purchase price $ 45,546 Included in our results for the three and nine months ended June 30, 2021, the acquisitions contributed $42.7 and $75.5 million to our consolidated revenue and $6.8 and $10.3 million to our income before income tax expense, respectively. Costs related to acquisitions are included in transaction costs and primarily relate to legal, accounting, valuation and other fees, which are charged directly to operations in the accompanying consolidated statements of operations as incurred in the amount of $0.1 and $0.6 million for the three and nine months ended June 30, 2021, respectively. The following unaudited pro forma summary presents consolidated information for the three and nine months ended June 30, 2020 and the nine months ended June 30, 2021, as if all acquisitions had occurred on October 1, 2019: Three Months Ended June 30, 2020 ($ in thousands) (Unaudited) Pro forma revenue $ 440,359 Pro forma net income $ 43,670 Nine Months Ended June 30, 2021 Nine Months Ended June 30, 2020 ($ in thousands) (Unaudited) Pro forma revenue $ 990,150 $ 844,878 Pro forma net income $ 99,099 $ 48,336 Fair values of trade names are estimated using Level 3 inputs by discounting expected future cash flows of the dealer group. The forecasted cash flows contain certain inherent uncertainties, including significant estimates and assumptions, which include revenue growth rates and future operating margins used to calculate projected cash flows, capital expenditures, weighted average costs of capital, future economic and market conditions, and other marketplace data the Company believes to be reasonable. We expect substantially all of the goodwill related to completed acquisitions to be deductible for federal income tax purposes. |
Inventories
Inventories | 9 Months Ended |
Jun. 30, 2021 | |
Inventories [Abstract] | |
Inventories | 5. Inventories Inventories consisted of the following at: ($ in thousands) June 30, 2021 September 30, 2020 New vessels $ 88,651 $ 120,012 Pre-owned vessels 16,317 21,262 Work in process, parts and accessories 11,905 8,850 $ 116,873 $ 150,124 |
Goodwill and Other Identifiable
Goodwill and Other Identifiable Intangible Assets | 9 Months Ended |
Jun. 30, 2021 | |
Goodwill and Other Identifiable Intangible Assets [Abstract] | |
Goodwill and Other Identifiable Intangible Assets | 6. Goodwill and Other Identifiable Intangible Assets The Company reviews goodwill for impairment annually in the fiscal fourth quarter, or more often if events or circumstances indicate that impairment may have occurred. 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 the Company to record goodwill impairment. As of June 30, 2021, and based upon our most recent analysis, we determined through our qualitative assessment that it is not “more likely than not” that the fair value of our reporting unit is less than its carrying value. As a result, we were not required to perform a quantitative goodwill impairment test. ($ in thousands) Goodwill Balance as of September 30, 2020 $ 113,059 Acquired goodwill during the nine months ended June 30, 2021 38,505 Balance as of June 30, 2021 $ 151,564 Identifiable intangible assets consist of trade names related to the acquisitions the Company has completed. The Company has 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, and therefore, are not subject to amortization. Financial statement risk exists to the extent identifiable intangibles become impaired due to the decrease in the fair value of the identifiable assets. As of June 30, 2021, and based upon our most recent analysis, we determined through our qualitative assessment that it is not “more likely than not” that the fair values of our identifiable intangible assets are less than their carrying values. As a result, we were not required to perform a quantitative identifiable intangible assets impairment test. ($ in thousands) Identifiable Intangible Assets Balance as of September 30, 2020 $ 61,304 Acquired identifiable intangible assets during the nine months ended June 30, 2021 12,700 Balance as of June 30, 2021 $ 74,004 |
Notes Payable - Floor Plan
Notes Payable - Floor Plan | 9 Months Ended |
Jun. 30, 2021 | |
Notes Payable - Floor Plan [Abstract] | |
Notes Payable - Floor Plan | 7. Notes Payable — Floor Plan The Company maintains an ongoing wholesale marine products inventory financing program with a syndicate of banks. The program is administered by Wells Fargo Commercial Distribution Finance, LLC (“Wells Fargo”). On December 10, 2020, the Company entered into the Second Amendment to the Sixth Amended and Restated Inventory Financing Agreement (the “Inventory Financing Facility”) to change certain compliance reporting from weekly to monthly. The maximum borrowing amount available, interest rates and the termination date of the agreement remained unchanged. The Inventory Financing Facility is used to purchase new and pre-owned inventory (boats, engines, and trailers). The outstanding balance of the facility was $108.2 million and $124.0 million, as of June 30, 2021 and September 30, 2020, respectively. Interest on new boats and for rental units is calculated using the one month London Inter-Bank Offered Rate (“LIBOR”) plus an applicable margin of 2.75% to 5.00% depending on the age of the inventory. If LIBOR is less than 2.96%, 25 basis points are added when calculating the interest rate. Interest on pre-owned 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. As of June 30, 2021 the interest rate on the Inventory Financing Facility ranged from 3.10% to 5.35% for new inventory and 3.35% to 5.60% for pre-owned inventory. As of September 30, 2020 the interest rate on the Inventory Financing Facility ranged from 3.15% to 5.40% for new inventory and 3.40% to 5.65% for pre-owned inventory. Borrowing capacity available at June 30, 2021 and September 30, 2020 was $284.3 million and $268.5 million, respectively. The Inventory Financing Facility has certain financial and non-financial covenants as specified in the agreement. The financial covenants include requirements to comply with a maximum Funded Debt to EBITDA Ratio (as defined in the Inventory Financing Facility) as well as a minimum Fixed Charge Coverage Ratio (as defined in the Inventory Financing Facility). In addition, certain non-financial covenants could restrict the Company’s ability to sell assets (excluding inventory in the normal course of business), engage in certain mergers and acquisitions, incur additional debt and pay cash dividends or distributions, among others. The Company was in compliance with all covenants at June 30, 2021. The collateral for the Inventory Financing Facility consists primarily of our inventory that is financed through the Inventory Financing Facility and related assets, including accounts receivable, bank accounts and proceeds of the foregoing, and excludes the collateral that underlies the term note payable to Truist Bank. |
Long-term Debt and Line of Cred
Long-term Debt and Line of Credit | 9 Months Ended |
Jun. 30, 2021 | |
Long-term Debt and Line of Credit [Abstract] | |
Long-term Debt and Line of Credit | 8. Long-term Debt and Line of Credit Long-term debt consisted of the following at: ($ in thousands) June 30, 2021 September 30, 2020 Term note payable to Truist Bank, secured and bearing interest at 2.75 June 30, 2021 3.0 September 30, 2020 July 22, 2025 $ 107,250 $ 80,000 Revolving note payable for an amount up to $ 30.0 - - Note payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 0.0 8.9 monthly 100 5,600 March 2028 3,387 2,454 Note payable to Central Marine Services, Inc., unsecured and bearing interest at 5.5 February 1, 2022 2,164 2,164 Note payable to Tom George Yacht Sales, Inc., unsecured and bearing interest at 5.5 December 1, 2023 2,056 - Note payable to Ocean Blue Yacht Sales, unsecured and bearing interest at 5.0 February 1, 2022 1,920 1,920 Note payable to Slalom Shop, LLC, unsecured and bearing interest at 5.0 December 1, 2021 1,271 1,271 Note payable to Bosun's Marine, Inc., unsecured and bearing interest at 4.5 - 1,227 Note payable to Rebo, Inc., unsecured and bearing interest at 5.5 - 1,000 Note payable to Lab Marine, Inc., unsecured and bearing interest at 6.0 - 1,500 Total debt outstanding 118,048 91,536 Less current portion (11,858 ) (7,419 ) Less unamortized portion of debt issuance costs (2,305 ) (2,140 ) Long-term debt, net of current portion of unamortized debt issuance costs $ 103,885 $ 81,977 The term note payable to Truist Bank is collateralized by certain real and personal property (including certain capital stock) of the Company and its subsidiaries. The collateral does not include inventory and certain other assets of the Company’s subsidiaries financed under the Inventory Financing Facility. The credit agreement is subject to certain financial covenants related to the maintenance of a minimum fixed charge coverage ratio and a maximum consolidated leverage ratio. The credit agreement also contains non-financial covenants and restrictive provisions that, among other things, limit the ability of the Company to incur additional debt, transfer or dispose of all of its assets, make certain investments, loans or payments and engage in certain transactions with affiliates. The Company was in compliance with all covenants at June 30, 2021. |
Stockholders' and Members' Equi
Stockholders' and Members' Equity | 9 Months Ended |
Jun. 30, 2021 | |
Stockholders' and Members' Equity [Abstract] | |
Stockholders' and Members' Equity | 9. Stockholders’ and Members’ Equity Equity-Based Compensation We maintain the OneWater Marine Inc. Omnibus Incentive Plan (the “LTIP”) to incentivize individuals providing services to OneWater Inc. and its subsidiaries and affiliates. The LTIP provides for the grant, from time to time, at the discretion of the board of directors of OneWater Marine Inc. (the “Board”) or a committee thereof, of (1) stock options, (2) stock appreciation rights, (3) restricted stock, (4) restricted stock units, (5) stock awards, (6) dividend equivalents, (7) other stock-based awards, (8) cash awards, (9) substitute awards and (10) performance awards. 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 1,503,902. The LTIP is and will continue to be administered by the Board, except to the extent the Board elects a committee of directors to administer the LTIP. 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. During the nine months ended June 30, 2021, the Board approved the grant of 102,490 performance-based restricted stock units, which represents 100% of the target award. Performance-based restricted stock units provide an opportunity for the recipient to receive a number of shares of our common stock based on our performance during fiscal year 2021 as measured against objective performance goals as determined by the Board. The actual number of units earned may range from 0% to 200% of the target number of units depending upon achievement of the performance goals. Performance-based restricted stock units vest in three equal annual installments, commencing on October 1, 2022. Upon vesting, each performance-based restricted stock unit equals one share of common stock of the Company. Compensation cost for performance-based restricted stock units is based on the closing price of our common stock on the date immediately preceding the grant and the Company’s assessment of the probability and level of performance achievement, and is recognized on a graded basis over the three-year vesting period. As of June 30, 2021, the Company estimated achievement of the performance targets at 200% and therefore $0.3 million and $0.7 million of expense related to the performance awards was recorded in the three and nine months ended June 30, 2021, respectively. During the nine months ended June 30, 2021, the Board approved the grant of 143,947 time-based restricted stock units. 25,620 restricted stock units fully vest on October 1, 2021 and the remaining 118,327 restricted stock units vest in four equal annual installments commencing on September 30, 2021. The following table further summarizes activity related to restricted stock units for the nine months ended June 30, 2021: Restricted Stock Unit Awards Number of Shares Weighted Average Grant Date Fair Value ($) Unvested at September 30, 2020 301,643 $ 15.78 Awarded 246,437 26.58 Vested (75,893 ) 15.70 Forfeited - - Unvested at June 30, 2021 472,187 $ 21.43 Compensation cost for restricted stock units is based on the closing price of our common stock on the date immediately preceding the grant and is recognized on a straight-line basis over the applicable vesting periods. For the three and nine months ended June 30, 2021, the Company recognized $1.1 million and $3.3 million of compensation expense, respectively. As of June 30, 2021, the total unrecognized compensation expense related to outstanding equity awards was $9.4 million , which the Company expects to recognize over a weighted-average period of 1.6 years. We issue shares of our Class A common stock upon the vesting of performance-based restricted stock units and time-based restricted stock units. These shares are issued from our authorized and not outstanding common stock. In addition, in connection with the vesting of restricted stock units, we repurchase a portion of shares issued equal to the amount of employee income tax withholding. Investor Voting Warrants On October 28, 2016, the Company issued 25,000 OneWater LLC common unit warrants in exchange for $1.0 million. The common unit warrants had a ten-year life from the date of issuance and provided the holders with a put right after five years, or potentially earlier, under certain circumstances. The holders of the warrants maintained full voting rights in OneWater LLC. As the common unit warrants could be settled in cash at the election of the holder, the fair value of the common unit warrants was included in warrant liability. In connection with the Offering, Goldman Sachs & Co. LLC and certain of its affiliates (“Goldman”) and The Beekman Group (“Beekman”) received 2,148,806 OneWater LLC units upon exercise of the warrants. The Company engaged a third-party valuation specialist to assist management in performing a valuation of the fair value of the common unit warrants. Accordingly, the warrant liability was accounted for based on inputs that were 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 previously noted, the common unit warrants were exercised in connection with the Offering for common units of OneWater LLC and therefore no warrant liability existed as of September 30, 2020 and June 30, 2021. The Company recognized income of $0.8 million for the nine months ended June 30, 2020, and this change in the fair value was recorded as a change in the fair value of warrant liability in the accompanying unaudited condensed consolidated statements of operations. Non-Controlling Interest In connection with the Offering, the former owners of Bosun’s Assets and Operations and South Shore Assets and Operations received 290,466 and 306,199 shares of Class A common stock, respectively, for the surrender of their respective 25.0% ownership interests. Accordingly, the former owners’ minority interests have been recorded as a non-controlling interest from October 1, 2019 through February 10, 2020, the period prior to the Offering. As discussed in Note 1, OneWater Inc. consolidates the financial results of OneWater LLC and its subsidiaries and reports a non-controlling interest related to the portion of OneWater LLC owned by the holders of OneWater LLC Units (the “OneWater Unit Holders”). Changes in ownership interest in OneWater LLC, while OneWater Inc. retains its controlling interest, will be accounted for as equity transactions. Future direct exchanges of OneWater LLC units will result in a change in ownership and reduce the amount recorded as a non-controlling interest and increase additional paid-in-capital. As of June 30, 2021, OneWater Inc. owned 77.5% of the economic interest of OneWater LLC with the OneWater Unit Holders owning the remaining 22.5%. Distributions During the nine months ended June 30, 2021, the Company made distributions to OneWater Unit Holders for certain permitted tax payments. Dividends Dividends paid to holders of Class A common stock, distributions paid to OneWater Unit Holders and dividends payable to restricted stock unit holders are referred to herein collectively as “dividends”. Dividends declared are reported as a reduction of retained earnings. Dividends paid to OneWater Unit Holders are recorded as a reduction in non-controlling interest. On June 17, 2021, the Board declared a special cash dividend of $1.80 per share. The cash dividend of approximately $27.1 million was paid on July 19, 2021 to holders of Class A common stock and OneWater Unit Holders. Additionally, a $0.7 million cash dividend for restricted stock unit holders will be paid to holders upon vesting of the awards. The dividends are recorded in other payables and accrued expenses in the condensed consolidated balance sheets as of June 30, 2021. Earnings Per Share Basic and diluted earnings per share of Class A common stock is computed by dividing net income attributable to OneWater Inc. by the weighted-average number of Class A common stock outstanding during the period. For the nine months ended June 30, 2020, earnings per share is calculated for the period from February 11, 2020 through June 30, 2020, the period following the Offering. Diluted earnings per share is computed by giving effect to all potentially dilutive shares. There were no shares of Class A or Class B common stock outstanding prior to February 11, 2020, therefore no earnings per share information has been presented for any period prior to that date. The following table sets forth the calculation of earnings per share for the three months ended June 30, 2021 and 2020 (in thousands, except per share data): Earnings per share: Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Numerator: Net income attributable to OneWater Inc $ 34,503 $ 14,367 Denominator: Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share 10,976 6,088 Effect of dilutive securities: Restricted stock units 365 9 Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted earnings per share 11,341 6,097 Earnings per share of Class A common stock – basic $ 3.14 $ 2.36 Earnings per share of Class A common stock – diluted $ 3.04 $ 2.36 The following table sets forth the calculation of earnings per share for the nine months ended June 30, 2021 and 2020 (in thousands, except per share data): Earnings per share: Nine Months Ended June 30, 2021 Nine Months Ended June 30, 2020 Numerator: Net income attributable to OneWater Inc $ 62,765 $ 15,452 Denominator: Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share 10,884 6,088 Effect of dilutive securities: Restricted stock units 259 5 Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted earnings per share 11,143 6,093 Earnings per share of Class A common stock – basic $ 5.77 $ 2.54 Earnings per share of Class A common stock – diluted $ 5.63 $ 2.54 Shares of Class B common stock and unvested restricted stock units do not share in the income (losses) of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share under the two-class method has not been presented. The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted earnings per share because the effect of including such potentially dilutive shares would have been antidilutive upon conversion (in thousands): Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Class B common stock 4,063 8,462 Restricted Stock Units 201 292 4,264 8,754 Nine Months Ended June 30, 2021 Nine Months Ended June 30, 2020 Class B common stock 4,124 8,462 Restricted Stock Units 221 235 4,345 8,697 Employee Stock Purchase Plan At the Company's 2021 Annual Meeting of Stockholders (the "Annual Meeting"), held on February 23, 2021, the Company’s stockholders approved the OneWater Marine Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), which was approved and adopted by the Board as of January 13, 2021 (the “Adoption Date”), subject to stockholder approval at the Annual Meeting. The effective date of the ESPP is February 23, 2021, and, unless earlier terminated, the ESPP will expire on the twentieth anniversary of the Adoption Date. The ESPP will be administered by the Board or by one or more committees to which the Board delegates such administration. The ESPP enables eligible employees to purchase shares of the Company’s Class A common stock at a discount through participation in discrete offering periods. The ESPP is intended to qualify as an employee stock purchase plan under section 423 of the Internal Revenue Code of 1986, as amended. Up to a maximum of 299,505 shares of the Company’s Class A common stock may be issued under the ESPP, subject to certain adjustments as set forth in the ESPP. On the first day of each fiscal year during the term of the ESPP, beginning on October 1, and ending on (and including) September 30, the number of shares of Class A common stock that may be issued under the ESPP will increase by a number of shares equal to the least of (i) 1% of the outstanding shares on the Adoption Date, or (ii) such lesser number of shares (including zero) that the administrator determines for purposes of the annual increase for that fiscal year. The number of shares of Class A common stock that may be granted to any single participant in any single option period will be subject to certain limitations set forth in the plan. As of June 30, 2021, there has not yet been an offering period under the ESPP. |
Redeemable Preferred Interest i
Redeemable Preferred Interest in Subsidiary | 9 Months Ended |
Jun. 30, 2021 | |
Redeemable Preferred Interest in Subsidiary [Abstract] | |
Redeemable Preferred Interest in Subsidiary | 10. 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 Goldman and Beekman, 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, OWAO issued 68,000 preferred units in OWAO to Goldman and Beekman. The preferred interest had a stated 10.0% rate of return and there was no allocation of profits in excess of the stated return. The preferred interests were not convertible but may have been redeemed by the holder after five years or upon certain triggering events at face value plus accrued interest. The Company had classified the redeemable preferred interest as temporary equity in the consolidated balance sheets. The discount on the issuance of the redeemable preferred interest was being accreted to retained common interests as a dividend from the date of issuance through the fifth anniversary of the issuance date. On February 11, 2020, in connection with the Offering, OWAO used $89.2 million in cash to fully redeem the preferred interest in subsidiary held by Goldman and Beekman. |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 30, 2021 | |
Income Taxes [Abstract] | |
Income Taxes | 11. Income Taxes The Company is a corporation and, as a result is subject to U.S. federal, state and local income taxes. OneWater LLC is treated as a pass-through entity for U.S. federal tax purposes and in most state and local jurisdictions. As such, OneWater LLC’s members, including the Company, are liable for federal and state income taxes on their respective shares of OneWater LLC’s taxable income. Our effective tax rate of 18.2% and 18.0% for each of the three and nine months ending June 30, 2021 differs from statutory rates primarily due to earnings allocated to non-controlling interests. The Company recognizes deferred tax assets to the extent it believes these assets are more-likely-than-not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. Based on our cumulative earnings history and forecasted future sources of taxable income, we believe that we will fully realize our deferred tax asset in the future. The Company has not recorded a valuation allowance. As of June 30, 2021, the Company had not recognized any uncertain tax positions, penalties, or interest as management has concluded that no such positions exist. The Company is not currently subject to income tax audits in any U.S. or state jurisdiction for any tax year. Tax Receivable Agreement In connection with the Offering, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) with certain of the owners of OneWater LLC. As of June 30, 2021 and September 30, 2020, our liability under the Tax Receivable Agreement was $26.1 million and $15.6 million, respectively, representing 85% of the calculated net cash savings in U.S. federal, state and local income tax and franchise tax that OneWater Inc. anticipates realizing in future years from the result of certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of OneWater Inc.’s acquisition of OneWater LLC Units pursuant to an exercise of the Redemption Right or the Call Right (each as defined in the amended and restated limited liability company agreement of OneWater LLC (the “OneWater LLC Agreement”)). The projection of future taxable income involves significant judgment. Actual taxable income may differ from our estimates, which could significantly impact our ability under the Tax Receivable Agreement. We have determined it is more-likely-than-not that we will be able to utilize all of our deferred tax assets subject to the Tax Receivable Agreement; therefore, we have recorded a liability under the Tax Receivable Agreement related to the tax savings we may realize from certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of OneWater Inc.’s acquisition of OneWater LLC Units pursuant to an exercise of the Redemption Right or Call Right (each as defined in the OneWater LLC Agreement). If we determine the utilization of these deferred tax assets is not more-likely-than-not in the future, our estimate of amounts to be paid under the Tax Receivable Agreement would be reduced. In this scenario, the reduction of the liability under the Tax Receivable Agreement would result in a benefit to our consolidated statements of operations. |
Contingencies and Commitments
Contingencies and Commitments | 9 Months Ended |
Jun. 30, 2021 | |
Contingencies and Commitments [Abstract] | |
Contingencies and Commitments | 12. Contingencies and Commitments Operating Leases The Company recorded rent expense of $4.0 million and $3.2 million during the three months ended June 30, 2021 and 2020, respectively, and $11.0 million and $9.3 million during the nine months ended June 30, 2021 and 2020, respectively. The Company leases certain facilities and equipment under noncancelable operating lease agreements having terms in excess of one year, which expire at various dates through 2037. Acquisition Contingent Consideration As of June 30, 2021, the Company has recorded an estimate of contingent consideration for a fiscal year 2021 acquisition in the amount of $5.5 million. The acquisition contingent consideration liability is accounted for based on inputs that are unobservable and significant to the overall fair value measurement (Level 3). The estimated contingent consideration balance at June 30, 2021 is recorded in other payables and accrued expenses and other long-term liabilities in the unaudited condensed consolidated balance sheets. As of September 30, 2020, the Company recorded an estimate of contingent consideration for a fiscal year 2019 acquisition in the amount of $5.5 million. The acquisition contingent consideration liability had been accounted for based on inputs that were unobservable and significant to the overall fair value measurement (Level 3). The contingency period closed on December 1, 2020 and a final payout in the amount of $5.9 million was made on December 29, 2020. The estimated contingent consideration balance at September 30, 2020 was recorded in Other payables and accrued expenses in the unaudited condensed consolidated balance sheets. For the nine months ended June 30, 2021, a $0.4 million expense is recorded in the unaudited condensed consolidated statements of operations for the adjustment to the contingent consideration. 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions In accordance with agreements approved by the Board, we purchased inventory, in conjunction with our retail sale of the products, from certain entities affiliated with common members of the Company. Total purchases incurred under these arrangements were $27.5 million and $14.6 million for the three months ended June 30, 2021 and 2020, respectively, and $63.9 million and $34.1 million for the nine months ended June 30, 2021 and 2020, respectively. In accordance with agreements approved by the Board, certain entities affiliated with common members of the Company receive fees for rent of commercial property. Total expenses incurred under these arrangements were $0.5 million and $0.6 million for the three months ended June 30, 2021 and 2020, respectively, and $1.6 million for each of the nine months ended June 30, 2021 and 2020. In accordance with agreements approved by the Board, the Company received fees from certain entities and individuals affiliated with common members of the Company for goods and services. Total fees recorded under these arrangements were $0.4 million and $1.6 million for the three months ended June 30, 2021 and 2020, respectively, and $1.8 million and $1.9 million for the nine months ended June 30, 2021 and 2020, respectively. In accordance with agreements approved by the Board, the Company made payments to certain entities and individuals affiliated with common members of the Company for goods and services. Total payments recorded under these arrangements were $0.1 million and $0.4 million for the nine months ended June 30, 2021 and 2020, respectively. Included in these amounts and in connection with our notes payable floor plan financing, our Chief Executive Officer was paid a guarantee fee of $0.3 million for the nine months ended June 30, 2021 for his personal guarantee associated with this arrangement. In connection with transactions noted above, the Company was due $0.2 million and $0.1 million as recorded within accounts receivable as of June 30, 2021 and September 30, 2020, respectively. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events We entered into an agreement on July 20, 2021 to acquire substantially all of the assets of Naples Boat Mart, which will add one location in Florida. The transaction is expected to close in the fourth quarter of 2021. We entered into an agreement on July 27, 2021 to acquire substantially all of the assets of PartsVu, an online marketplace for OEM marine parts, electronics and accessories. The transaction is expected to close in the fourth quarter of 2021. On August 1, 2021, we completed the acquisition of Stone Harbor Marine. The acquisition enhances the Company’s presence in the northeastern U.S. and expands new and pre-owned boat sales, storage, service and repair, and finance and insurance offerings. |
Description of Company and Ba_2
Description of Company and Basis of Presentation (Policies) | 9 Months Ended |
Jun. 30, 2021 | |
Description of Company and Basis of Presentation [Abstract] | |
Description of the Business | Description of the Business OneWater Marine Inc. (“OneWater Inc.”) was incorporated in Delaware on April 3, 2019 and was a wholly-owned subsidiary of One Water Marine Holdings, LLC (“OneWater LLC”). Pursuant to a reorganization on February 11, 2020 into a holding company structure for the purpose of facilitating an initial public offering (the “Offering”) and related transactions in order to carry on the business of OneWater LLC and its subsidiaries (together with OneWater Marine Inc., the “Company”), OneWater Inc. is the holding company and its sole material asset is the equity interest in OneWater LLC. OneWater LLC was organized as a limited liability company under the law of the State of Delaware in 2014 and is the parent company of One Water Assets & Operations (“OWAO”), and its wholly-owned subsidiaries. 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 pre-owned 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. As of June 30, 2021, the Company operated a total of 69 stores in ten states, consisting of Alabama, Florida, Georgia, Kentucky, Maryland, Massachusetts, North Carolina, Ohio, South Carolina, and Texas. Operating results are generally subject to seasonal variations. Demand for products is 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, global public health concerns, including the COVID-19 pandemic, 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 brands represent approximately 42.9% and 44.1% of total sales for the three months ended June 30, 2021 and 2020, respectively, and 41.1% and 41.7% of total sales for the nine months ended June 30, 2021 and 2020, respectively, making them major suppliers of the Company. Of this amount, Malibu Boats, Inc., including its brands Malibu, Axis, Cobalt, Pursuit, Maverick, Hewes, Cobia and Pathfinder accounted for 19.0% and 19.2% of consolidated revenue for the three months ended June 30, 2021 and 2020, respectively, and 17.1% and 17.8% of consolidated revenue for the nine months ended June 30, 2021 and 2020, respectively. As is typical in the industry, the Company contracts with most manufacturers under renewable annual dealer agreements, each of which provides 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. Pre-owned boats are usually trade-ins from retail customers who are purchasing a boat from the Company. |
Principles of Consolidation | Principles of Consolidation As the sole managing member of OneWater LLC, OneWater Inc. operates and controls all of the businesses and affairs of OneWater LLC, and through OneWater LLC and its subsidiaries One Water Assets and Operations, South Shore Assets and Operations, Bosun’s Assets and Operations, Singleton Assets and Operations, Legendary Assets and Operations, South Florida Assets and Operations and Midwest Assets and Operations (collectively, the “Subsidiaries”), conducts its business. As a result, OneWater Inc. consolidates the financial results of OneWater LLC and its subsidiaries and reports non-controlling interests related to the portion of units of OneWater LLC (the “OneWater LLC Units”) not owned by OneWater Inc., which will reduce net income (loss) attributable to OneWater Inc.’s Class A stockholders. As of June 30, 2021, OneWater Inc. owned 77.5% of the economic interest of OneWater LLC. |
Basis of Financial Statement Preparation | Basis of Financial Statement Preparation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements, which do not include all the information and notes required by such accounting principles for annual financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with OneWater Inc.’s Annual Report on Form 10-K for the year ended September 30, 2020. All adjustments, consisting of only normal recurring adjustments considered necessary for fair presentation, have been reflected in these unaudited condensed consolidated financial statements. All intercompany transactions have been eliminated in consolidation. In addition, certain reclassifications of amounts previously reported have been made to the accompanying unaudited condensed 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 accompanying unaudited condensed consolidated financial statements. As discussed above, the Company is the sole managing member for OneWater LLC and consolidates OneWater LLC and its subsidiaries. The financial statements for periods prior to the Offering have been adjusted to combine the previously separate entities for presentation purposes. Thus, for periods prior to the completion of the Offering, the accompanying unaudited interim condensed consolidated financial statements include the historical financial position and results of operations of OneWater LLC and its subsidiaries. For periods after the completion of the Offering, the financial position and results of operations include those of the Company and the Subsidiaries and report non-controlling interest related to the portion of OneWater LLC Units not owned by OneWater Inc. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies [Abstract] | |
Fair Value of Financial Instruments | 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 Inventories are stated at the lower of cost or net realizable value. The cost of the new and pre-owned 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. |
Goodwill and Other Identifiable Intangible Assets | Goodwill and Other Identifiable Intangible Assets Goodwill and intangible assets are accounted for in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 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, including other identifiable intangible assets, is recorded as goodwill. Goodwill is an asset representing operational synergies and future economic Identifiable intangible assets consist of trade names related to the acquisitions the Company has completed. The Company has 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, and therefore, are not subject to amortization. |
Sales Tax | 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. |
Revenue Recognition | Revenue Recognition Revenue is recognized from the sale of products and commissions earned on new and pre-owned boats (including used, brokerage, consignment and wholesale) when ownership is transferred to the customer, which is generally upon acceptance or delivery to the customer. At the time of acceptance or delivery, the customer is able to direct the use of, and obtain substantially all of the benefits at such time. We are the principal with respect to revenue from new, used, consignment and wholesale sales and such revenue is recorded at the gross sales price. With respect to brokerage transactions, we are acting as an agent in the transaction, therefore the fee or commission is recorded on a net basis. Revenue from parts and service operations (boat maintenance and repairs) are recorded over time as services are performed. Satisfaction of this performance obligation creates an asset with no alternative use for which an enforceable right to payment for performance to date exists within our contractual agreements. Each boat maintenance and repair service is a single performance obligation that includes both the parts and labor associated with the service. Payment for boat maintenance and repairs is typically due upon the completion of the service, which is generally completed within a period of one year or less from contract inception. The Company recorded contract assets in prepaid expenses and other current assets of $3.2 and $1.5 million as of June 30, 2021 and September 30, 2020, respectively. Contract assets related to the repair and maintenance services are transferred to receivables when a repair order is completed and invoiced to the customer. Deferred revenue from storage and marina operations is recognized on a straight-line basis over the term of the contract as services are completed. Revenue from arranging financing, insurance and extended warranty contracts to customers through various third-party financial institutions and insurance companies is recognized when the related boats are sold. We do not directly finance our customers’ boat, motor or trailer purchases. We are acting as an agent in the transaction, therefore the commission is recorded on a net basis. Subject to our agreements and in the event of early cancellation, prepayment or default of such loans or insurance contracts by the customer, we may be assessed a charge back for a portion of the transaction price by the third-party financial institutions and insurance companies. We reserve for these chargebacks based on our historical experience with repayments or defaults. Chargebacks were not material to the unaudited condensed consolidated financial statements as of June 30, 2021. Contract liabilities consist of deferred revenues from marina and storage operations and customer deposits and are classified in customer deposits in the Company’s unaudited condensed consolidated balance sheets. Deposits received from customers are recorded as a liability until the related sales orders have been fulfilled by us and control of the vessel is transferred to the customer. The activity in customer deposits for the three and nine months ended June 30, 2021 is as follows: ($ in thousands) Three Months Ended June 30, 2021 Nine Months Ended Beginning contract liability $ 39,395 $ 17,280 Revenue recognized from contract liabilities included in the beginning balance (26,266 ) (16,821 ) Increases due to cash received, net of amounts recognized in revenue during the period 29,985 42,655 Ending contract liability $ 43,114 $ 43,114 The following tables set forth percentages on the timing of revenue recognition for the three and nine months ended June 30, 2021 and the three and nine months ended June 30 2020. Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Goods and services transferred at a point in time 94.4 % 97.0 % Goods and services transferred over time 5.6 % 3.0 % Total Revenue 100.0 % 100.0 % Nine Months Ended June 30, 2021 Nine Months Ended June 30, 2020 Goods and services transferred at a point in time 94.1 % 95.7 % Goods and services transferred over time 5.9 % 4.3 % Total Revenue 100.0 % 100.0 % |
Income Taxes | Income Taxes OneWater Inc. is a corporation and as a result, is subject to U.S. federal, state and local income taxes. We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the consolidated financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the book value and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period in which the enactment date occurs. We recognize deferred tax assets to the extent we believe these assets are more-likely-than-not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. OneWater LLC is treated as a partnership for U.S. federal income tax purposes and therefore does not pay U.S. federal income tax on its taxable income. Instead, the OneWater LLC members are liable for U.S. federal income tax on their respective shares of the Company’s taxable income reported on the members’ U.S. federal income tax returns. When there are situations with uncertainty as to the timing of the deduction, the amount of the deduction, or the validity of the deduction, the Company adjusts the financial statements to reflect only those tax positions that are more-likely-than-not to be sustained. Positions that meet this criterion are measured using the largest benefit that is more than 50% likely to be realized. Interest and penalties related to income taxes are included in the benefit (provision) for income taxes in the consolidated statements of operations. |
Vendor Consideration Received | Vendor Consideration Received Consideration received from vendors is accounted for in accordance with FASB Accounting Standards Codification 330, ‘‘Inventory’’ (‘‘ASC 330’’). Pursuant to ASC 330, 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. |
Use of Estimates | 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 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 unaudited condensed consolidated financial statements include, but are not limited to, those relating to inventory mark downs, certain assumptions related to intangible and long-lived assets and accruals for expenses relating to business operations. |
Segment Information | Segment Information As of June 30, 2021 and September 30, 2020, the Company had one operating segment, marine retail. 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 offering 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. The Company has determined its marine retail operating segment is its reporting unit and is also the reportable segment. |
New Accounting Pronouncements (
New Accounting Pronouncements (Policies) | 9 Months Ended |
Jun. 30, 2021 | |
New Accounting Pronouncements [Abstract] | |
Adoption of New Accounting Standards | 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 disclose key information about leasing arrangements. ASU 2016-02 is effective for a public company’s annual reporting periods beginning 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, 2021, and interim periods within fiscal years beginning after December 15, 2022. 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 fiscal year 2023 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. In June 2016, the FASB issued ASU 2016-13, ‘‘Financial instruments — Credit Losses’’ (“ASU 2016-13”). ASU 2016-13 requires entities to report ‘‘expected’’ credit losses on financial instruments and other commitments to extend credit rather than the current ‘‘incurred loss’’ model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU will also require enhanced disclosures relating to significant estimates and judgments used in estimating credit losses, as well as the credit quality. ASU 2016-13 is effective for a public company’s annual reporting periods beginning after December 15, 2019, and interim periods within those annual periods. As an EGC, the Company has elected to adopt ASU 2016-13 following the effective date for private companies beginning with annual reporting periods beginning after December 15, 2022, including interim periods within those annual periods. The Company is currently evaluating the impact that this standard will have on the consolidated financial statements. The Company plans to adopt ASU 2016-13 in fiscal year 2024. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes”. The pronouncement is effective for a public company’s annual reporting periods beginning after December 15, 2020, and interim periods within those annual periods. As an EGC, the Company has elected to adopt the pronouncement following the effective date for private companies beginning with annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact that this standard will have on the consolidated financial statements. The Company plans to adopt the pronouncement in fiscal year 2023. In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform”, which provides temporary optional guidance to companies impacted by the transition away from the London Inter-Bank Offered Rate (“LIBOR”). The guidance provides certain expedients and exceptions to applying GAAP in order to lessen the potential accounting burden when contracts, hedging relationships, and other transactions that reference LIBOR as a benchmark rate are modified. The guidance is effective upon issuance and expires on December 31, 2022. The Company is currently assessing the impact of the LIBOR transition and this ASU on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies [Abstract] | |
Contract Liabilities | The activity in customer deposits for the three and nine months ended June 30, 2021 is as follows: ($ in thousands) Three Months Ended June 30, 2021 Nine Months Ended Beginning contract liability $ 39,395 $ 17,280 Revenue recognized from contract liabilities included in the beginning balance (26,266 ) (16,821 ) Increases due to cash received, net of amounts recognized in revenue during the period 29,985 42,655 Ending contract liability $ 43,114 $ 43,114 |
Percentages on Timing of Revenue Recognition | The following tables set forth percentages on the timing of revenue recognition for the three and nine months ended June 30, 2021 and the three and nine months ended June 30 2020. Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Goods and services transferred at a point in time 94.4 % 97.0 % Goods and services transferred over time 5.6 % 3.0 % Total Revenue 100.0 % 100.0 % Nine Months Ended June 30, 2021 Nine Months Ended June 30, 2020 Goods and services transferred at a point in time 94.1 % 95.7 % Goods and services transferred over time 5.9 % 4.3 % Total Revenue 100.0 % 100.0 % |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Acquisition [Abstract] | |
Unaudited Pro Forma Results of Operations | The following unaudited pro forma summary presents consolidated information for the three and nine months ended June 30, 2020 and the nine months ended June 30, 2021, as if all acquisitions had occurred on October 1, 2019: Three Months Ended June 30, 2020 ($ in thousands) (Unaudited) Pro forma revenue $ 440,359 Pro forma net income $ 43,670 Nine Months Ended June 30, 2021 Nine Months Ended June 30, 2020 ($ in thousands) (Unaudited) Pro forma revenue $ 990,150 $ 844,878 Pro forma net income $ 99,099 $ 48,336 |
Tom George Yacht Group [Member] | |
Acquisition [Abstract] | |
Summary of Assets Acquired and Liabilities Assumed | The table below summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date, including the goodwill recorded as a result of the transaction: Summary of Assets Acquired and Liabilities Assumed ($ in thousands) Accounts receivable $ 109 Inventories 5,326 Prepaid expenses 18 Property and equipment 341 Identifiable intangible assets 2,940 Goodwill 6,854 Accrued expenses (3 ) Customer deposits (1,322 ) Notes payable – floor plan (4,016 ) Total purchase price $ 10,247 |
Walker Marine Group [Member] | |
Acquisition [Abstract] | |
Summary of Assets Acquired and Liabilities Assumed | The table below summarizes the fair values of the assets acquired at the acquisition date, including the goodwill recorded as a result of the transactions: Summary of Assets Acquired ($ in thousands) Accounts receivable $ 129 Inventories 8,481 Prepaid expenses 39 Property and equipment 503 Identifiable intangible assets 8,230 Goodwill 28,658 Accounts payable (213 ) Customer deposits (3,033 ) Notes payable – floor plan (7,563 ) Total purchase price $ 35,231 |
Roscioli Yachting Center [Member] | |
Acquisition [Abstract] | |
Summary of Assets Acquired and Liabilities Assumed | The table below summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the acquisition date, including the goodwill recorded as a result of the transactions: Summary of Assets Acquired and Liabilities Assumed ($ in thousands) Inventories $ 87 Prepaid expenses 1 Property and equipment 41,300 Identifiable intangible assets 1,530 Goodwill 2,993 Accounts payable (180 ) Accrued expenses (185 ) Total purchase price $ 45,546 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Inventories [Abstract] | |
Inventories | Inventories consisted of the following at: ($ in thousands) June 30, 2021 September 30, 2020 New vessels $ 88,651 $ 120,012 Pre-owned vessels 16,317 21,262 Work in process, parts and accessories 11,905 8,850 $ 116,873 $ 150,124 |
Goodwill and Other Identifiab_2
Goodwill and Other Identifiable Intangible Assets (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Goodwill and Other Identifiable Intangible Assets [Abstract] | |
Goodwill Measured at Fair Value on Acquisition | The Company reviews goodwill for impairment annually in the fiscal fourth quarter, or more often if events or circumstances indicate that impairment may have occurred. 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 the Company to record goodwill impairment. As of June 30, 2021, and based upon our most recent analysis, we determined through our qualitative assessment that it is not “more likely than not” that the fair value of our reporting unit is less than its carrying value. As a result, we were not required to perform a quantitative goodwill impairment test. ($ in thousands) Goodwill Balance as of September 30, 2020 $ 113,059 Acquired goodwill during the nine months ended June 30, 2021 38,505 Balance as of June 30, 2021 $ 151,564 |
Intangible Assets Measured at Fair Value on Acquisition | Identifiable intangible assets consist of trade names related to the acquisitions the Company has completed. The Company has 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, and therefore, are not subject to amortization. Financial statement risk exists to the extent identifiable intangibles become impaired due to the decrease in the fair value of the identifiable assets. As of June 30, 2021, and based upon our most recent analysis, we determined through our qualitative assessment that it is not “more likely than not” that the fair values of our identifiable intangible assets are less than their carrying values. As a result, we were not required to perform a quantitative identifiable intangible assets impairment test. ($ in thousands) Identifiable Intangible Assets Balance as of September 30, 2020 $ 61,304 Acquired identifiable intangible assets during the nine months ended June 30, 2021 12,700 Balance as of June 30, 2021 $ 74,004 |
Long-term Debt and Line of Cr_2
Long-term Debt and Line of Credit (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Long-term Debt and Line of Credit [Abstract] | |
Long-term Debt and Line of Credit | Long-term debt consisted of the following at: ($ in thousands) June 30, 2021 September 30, 2020 Term note payable to Truist Bank, secured and bearing interest at 2.75 June 30, 2021 3.0 September 30, 2020 July 22, 2025 $ 107,250 $ 80,000 Revolving note payable for an amount up to $ 30.0 - - Note payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 0.0 8.9 monthly 100 5,600 March 2028 3,387 2,454 Note payable to Central Marine Services, Inc., unsecured and bearing interest at 5.5 February 1, 2022 2,164 2,164 Note payable to Tom George Yacht Sales, Inc., unsecured and bearing interest at 5.5 December 1, 2023 2,056 - Note payable to Ocean Blue Yacht Sales, unsecured and bearing interest at 5.0 February 1, 2022 1,920 1,920 Note payable to Slalom Shop, LLC, unsecured and bearing interest at 5.0 December 1, 2021 1,271 1,271 Note payable to Bosun's Marine, Inc., unsecured and bearing interest at 4.5 - 1,227 Note payable to Rebo, Inc., unsecured and bearing interest at 5.5 - 1,000 Note payable to Lab Marine, Inc., unsecured and bearing interest at 6.0 - 1,500 Total debt outstanding 118,048 91,536 Less current portion (11,858 ) (7,419 ) Less unamortized portion of debt issuance costs (2,305 ) (2,140 ) Long-term debt, net of current portion of unamortized debt issuance costs $ 103,885 $ 81,977 |
Stockholders' and Members' Eq_2
Stockholders' and Members' Equity (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Stockholders' and Members' Equity [Abstract] | |
Summary of Restricted Stock Units Activity | The following table further summarizes activity related to restricted stock units for the nine months ended June 30, 2021: Restricted Stock Unit Awards Number of Shares Weighted Average Grant Date Fair Value ($) Unvested at September 30, 2020 301,643 $ 15.78 Awarded 246,437 26.58 Vested (75,893 ) 15.70 Forfeited - - Unvested at June 30, 2021 472,187 $ 21.43 |
Calculation of Earnings per share | The following table sets forth the calculation of earnings per share for the three months ended June 30, 2021 and 2020 (in thousands, except per share data): Earnings per share: Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Numerator: Net income attributable to OneWater Inc $ 34,503 $ 14,367 Denominator: Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share 10,976 6,088 Effect of dilutive securities: Restricted stock units 365 9 Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted earnings per share 11,341 6,097 Earnings per share of Class A common stock – basic $ 3.14 $ 2.36 Earnings per share of Class A common stock – diluted $ 3.04 $ 2.36 The following table sets forth the calculation of earnings per share for the nine months ended June 30, 2021 and 2020 (in thousands, except per share data): Earnings per share: Nine Months Ended June 30, 2021 Nine Months Ended June 30, 2020 Numerator: Net income attributable to OneWater Inc $ 62,765 $ 15,452 Denominator: Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share 10,884 6,088 Effect of dilutive securities: Restricted stock units 259 5 Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted earnings per share 11,143 6,093 Earnings per share of Class A common stock – basic $ 5.77 $ 2.54 Earnings per share of Class A common stock – diluted $ 5.63 $ 2.54 |
Antidilutive Securities Excluded From Calculation | The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted earnings per share because the effect of including such potentially dilutive shares would have been antidilutive upon conversion (in thousands): Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Class B common stock 4,063 8,462 Restricted Stock Units 201 292 4,264 8,754 Nine Months Ended June 30, 2021 Nine Months Ended June 30, 2020 Class B common stock 4,124 8,462 Restricted Stock Units 221 235 4,345 8,697 |
Description of Company and Ba_3
Description of Company and Basis of Presentation (Details) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021StoreState | Jun. 30, 2020 | Jun. 30, 2021StoreStateBrand | Jun. 30, 2020 | |
Description of the Business [Abstract] | ||||
Number of stores operating | Store | 69 | 69 | ||
Number of states in which stores operating | State | 10 | 10 | ||
Number of top brands | Brand | 10 | |||
OneWater LLC [Member] | ||||
Principles of Consolidation [Abstract] | ||||
Ownership interest in subsidiaries | 77.50% | 77.50% | ||
Sales Revenue [Member] | Product Concentration Risk [Member] | Top Ten Brands [Member] | ||||
Description of the Business [Abstract] | ||||
Concentration risk percentage | 42.90% | 44.10% | 41.10% | 41.70% |
Sales Revenue [Member] | Product Concentration Risk [Member] | Malibu Boats, Inc [Member] | ||||
Description of the Business [Abstract] | ||||
Concentration risk percentage | 19.00% | 19.20% | 17.10% | 17.80% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2021USD ($) | Jun. 30, 2020 | Jun. 30, 2021USD ($)Segment | Jun. 30, 2020 | Sep. 30, 2020USD ($)Segment | |
Contract Asset [Abstract] | |||||
Contract asset | $ 3,200 | $ 3,200 | $ 1,500 | ||
Contract Liability [Abstract] | |||||
Beginning contract liability | 39,395 | 17,280 | |||
Revenue recognized from contract liabilities included in the beginning balance | (26,266) | (16,821) | |||
Increases due to cash received, net of amounts recognized in revenue during the period | 29,985 | 42,655 | |||
Ending contract liability | $ 43,114 | $ 43,114 | $ 17,280 | ||
Timing of Revenue [Abstract] | |||||
Percentage on Timing of Revenue Recognition | 100.00% | 100.00% | 100.00% | 100.00% | |
Segment Information [Abstract] | |||||
Number of operating segments | Segment | 1 | 1 | |||
Goods and Services Transferred at a Point in Time [Member] | |||||
Timing of Revenue [Abstract] | |||||
Percentage on Timing of Revenue Recognition | 94.40% | 97.00% | 94.10% | 95.70% | |
Goods and Services Transferred Over Time [Member] | |||||
Timing of Revenue [Abstract] | |||||
Percentage on Timing of Revenue Recognition | 5.60% | 3.00% | 5.90% | 4.30% |
Acquisitions (Details)
Acquisitions (Details) $ in Thousands | Dec. 31, 2020USD ($)Location | Dec. 01, 2020USD ($)Location | Jun. 30, 2021USD ($)Store | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)Store | Jun. 30, 2020USD ($) | Sep. 30, 2020USD ($) |
Acquisition [Abstract] | |||||||
Number of stores | Store | 69 | 69 | |||||
Payment of contingent consideration | $ 0 | $ 1,457 | |||||
Revenue | $ 404,207 | $ 408,273 | 947,901 | 751,934 | |||
Income before income tax expense | 63,055 | 45,359 | 114,482 | 47,743 | |||
Costs related to acquisition | 65 | 31 | 633 | 3,393 | |||
Summary of Assets Acquired and Liabilities Assumed [Abstract] | |||||||
Goodwill | $ 151,564 | 151,564 | $ 113,059 | ||||
Tom George Yacht Group [Member] | |||||||
Acquisition [Abstract] | |||||||
Number of stores | Location | 2 | ||||||
Cash paid for acquisition | $ 8,200 | ||||||
Note payable to seller | $ 2,100 | ||||||
Interest rate | 5.50% | ||||||
Notes payable term | 3 years | ||||||
Summary of Assets Acquired and Liabilities Assumed [Abstract] | |||||||
Accounts receivable | $ 109 | ||||||
Inventories | 5,326 | ||||||
Prepaid expenses | 18 | ||||||
Property and equipment | 341 | ||||||
Identifiable intangible assets | 2,940 | ||||||
Goodwill | 6,854 | ||||||
Accrued expenses | (3) | ||||||
Customer deposits | (1,322) | ||||||
Notes payable - floor plan | (4,016) | ||||||
Total purchase price | $ 10,247 | ||||||
Walker Marine Group [Member] | |||||||
Acquisition [Abstract] | |||||||
Number of stores | Location | 5 | ||||||
Cash paid for acquisition | $ 29,700 | ||||||
Payment of contingent consideration | 5,500 | ||||||
Minimum payout due of contingent consideration | 200 | ||||||
Summary of Assets Acquired and Liabilities Assumed [Abstract] | |||||||
Accounts receivable | 129 | ||||||
Inventories | 8,481 | ||||||
Prepaid expenses | 39 | ||||||
Property and equipment | 503 | ||||||
Identifiable intangible assets | 8,230 | ||||||
Goodwill | 28,658 | ||||||
Accounts payable | (213) | ||||||
Customer deposits | (3,033) | ||||||
Notes payable - floor plan | (7,563) | ||||||
Total purchase price | $ 35,231 | ||||||
Roscioli Yachting Center [Member] | |||||||
Acquisition [Abstract] | |||||||
Number of stores | Location | 1 | ||||||
Revenue | $ 42,700 | 75,500 | |||||
Income before income tax expense | 6,800 | 10,300 | |||||
Costs related to acquisition | $ 100 | 600 | |||||
Summary of Assets Acquired and Liabilities Assumed [Abstract] | |||||||
Inventories | $ 87 | ||||||
Prepaid expenses | 1 | ||||||
Property and equipment | 41,300 | ||||||
Identifiable intangible assets | 1,530 | ||||||
Goodwill | 2,993 | ||||||
Accounts payable | (180) | ||||||
Accrued expenses | (185) | ||||||
Total purchase price | $ 45,546 | ||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||
Business Acquisition, Pro Forma Revenue | 440,359 | 990,150 | 844,878 | ||||
Business Acquisition, Pro Forma Net Income (Loss) | $ 43,670 | $ 99,099 | $ 48,336 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Sep. 30, 2020 |
Component of Inventory [Abstract] | ||
Inventories | $ 116,873 | $ 150,124 |
New Vessels [Member] | ||
Component of Inventory [Abstract] | ||
Inventories | 88,651 | 120,012 |
Pre-owned Vessels [Member] | ||
Component of Inventory [Abstract] | ||
Inventories | 16,317 | 21,262 |
Work in Process, Parts and Accessories [Member] | ||
Component of Inventory [Abstract] | ||
Inventories | $ 11,905 | $ 8,850 |
Goodwill and Other Identifiab_3
Goodwill and Other Identifiable Intangible Assets (Details) $ in Thousands | 9 Months Ended |
Jun. 30, 2021USD ($) | |
Goodwill [Abstract] | |
Balance - beginning of period | $ 113,059 |
Acquired goodwill during the nine months ended June 30, 2021 | 38,505 |
Balance - end of period | 151,564 |
Identifiable Intangible Assets [Abstract] | |
Balance - beginning of period | 61,304 |
Acquired identifiable intangible assets during the six months ended June 30, 2021 | 12,700 |
Balance - end of period | $ 74,004 |
Notes Payable - Floor Plan (Det
Notes Payable - Floor Plan (Details) - Inventory Financing Facility [Member] - USD ($) $ in Millions | 9 Months Ended | |
Jun. 30, 2021 | Sep. 30, 2020 | |
Line of Credit Facility [Abstract] | ||
Outstanding balance of facility | $ 108.2 | $ 124 |
Credit facility, available borrowing capacity | $ 284.3 | $ 268.5 |
New Inventory [Member] | Minimum [Member] | ||
Line of Credit Facility [Abstract] | ||
Credit facility, interest rate | 3.10% | 3.15% |
New Inventory [Member] | Maximum [Member] | ||
Line of Credit Facility [Abstract] | ||
Credit facility, interest rate | 5.35% | 5.40% |
Pre-owned Inventory [Member] | Minimum [Member] | ||
Line of Credit Facility [Abstract] | ||
Credit facility, interest rate | 3.35% | 3.40% |
Pre-owned Inventory [Member] | Maximum [Member] | ||
Line of Credit Facility [Abstract] | ||
Credit facility, interest rate | 5.60% | 5.65% |
LIBOR [Member] | ||
Line of Credit Facility [Abstract] | ||
Debt instrument, term of variable rate | 1 month | |
LIBOR [Member] | New Boats [Member] | ||
Line of Credit Facility [Abstract] | ||
Debt instrument, variable interest rate | 0.25% | |
LIBOR [Member] | New Boats [Member] | Minimum [Member] | ||
Line of Credit Facility [Abstract] | ||
Debt instrument, variable interest rate | 2.75% | |
LIBOR [Member] | New Boats [Member] | Maximum [Member] | ||
Line of Credit Facility [Abstract] | ||
Debt instrument, variable interest rate | 5.00% | |
Debt instrument, interest rate | 2.96% | |
Boat Rate [Member] | New Boats [Member] | ||
Line of Credit Facility [Abstract] | ||
Debt instrument, variable interest rate | 0.25% | |
Wells Fargo [Member] | ||
Line of Credit Facility [Abstract] | ||
Percentage of finance provided of vendor invoice price | 100.00% |
Long-term Debt and Line of Cr_3
Long-term Debt and Line of Credit (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2021 | Sep. 30, 2020 | |
Long-term Debt and Line of Credit [Abstract] | ||
Long-term debt, gross | $ 118,048 | $ 91,536 |
Less current portion | (11,858) | (7,419) |
Less unamortized portion of debt issuance costs | (2,305) | (2,140) |
Long-term debt, net of current portion of unamortized debt issuance costs | $ 103,885 | $ 81,977 |
Term Note Payable to Truist Bank, Secured and Bearing Interest at 2.75% at June 30, 2021 and 3.0% September 30, 2020. The Note Requires Quarterly Principal Payments Commencing on March 31, 2021 and Maturing With a Full Repayment On July 22, 2025 [Member] | ||
Long-term Debt and Line of Credit [Abstract] | ||
Interest rate | 2.75% | 3.00% |
Maturity date | Jul. 22, 2025 | |
Long-term debt, gross | $ 107,250 | $ 80,000 |
Revolving Note Payable For an Amount up to $30.0 Million to Truist Bank [Member] | ||
Long-term Debt and Line of Credit [Abstract] | ||
Line of credit maximum borrowing capacity | 30,000 | |
Long-term debt, gross | $ 0 | 0 |
Note Payable to Commercial Vehicle Lenders Secured by the Value of the Vehicles Bearing Interest at Rates Ranging From 0.0% to 8.9% Per Annum. The Note Requires Monthly Installment Payments of Principal and Interest Ranging from $100 to $5,600 Through March 2028 [Member] | ||
Long-term Debt and Line of Credit [Abstract] | ||
Maturity date | Mar. 31, 2028 | |
Frequency of periodic payment | monthly | |
Long-term debt, gross | $ 3,387 | 2,454 |
Note Payable to Commercial Vehicle Lenders Secured by the Value of the Vehicles Bearing Interest at Rates Ranging From 0.0% to 8.9% Per Annum. The Note Requires Monthly Installment Payments of Principal and Interest Ranging from $100 to $5,600 Through March 2028 [Member] | Minimum [Member] | ||
Long-term Debt and Line of Credit [Abstract] | ||
Interest rate | 0.00% | |
Monthly installment payment amount | $ 100 | |
Note Payable to Commercial Vehicle Lenders Secured by the Value of the Vehicles Bearing Interest at Rates Ranging From 0.0% to 8.9% Per Annum. The Note Requires Monthly Installment Payments of Principal and Interest Ranging from $100 to $5,600 Through March 2028 [Member] | Maximum [Member] | ||
Long-term Debt and Line of Credit [Abstract] | ||
Interest rate | 8.90% | |
Monthly installment payment amount | $ 5,600 | |
Note Payable to Central Marine Services, Inc., Unsecured and Bearing Interest at 5.5% Per Annum. The Note Requires Monthly Interest Payments, with a Balloon Payment of Principal Due On February 1, 2022 [Member] | ||
Long-term Debt and Line of Credit [Abstract] | ||
Interest rate | 5.50% | |
Maturity date | Feb. 1, 2022 | |
Long-term debt, gross | $ 2,164 | 2,164 |
Note Payable To Tom George Yacht Sales, Inc., Unsecured and Bearing Interest At 5.5% Per Annum. The Note Requires Quarterly Interest Payments, With a Balloon Payment of Principal Due On December 1, 2023 [Member] | ||
Long-term Debt and Line of Credit [Abstract] | ||
Interest rate | 5.50% | |
Maturity date | Dec. 1, 2023 | |
Long-term debt, gross | $ 2,056 | 0 |
Note Payable to Ocean Blue Yacht Sales, Unsecured and Bearing Interest at 5.0% Per Annum. The Note Requires Quarterly Interest Payments, with a Balloon Payment of Principal Due on February 1, 2022 [Member] | ||
Long-term Debt and Line of Credit [Abstract] | ||
Interest rate | 5.00% | |
Maturity date | Feb. 1, 2022 | |
Long-term debt, gross | $ 1,920 | 1,920 |
Note Payable to Slalom Shop, LLC, Unsecured and Bearing Interest at 5.0% Per Annum. The Note Requires Quarterly Interest Payments, with a Balloon Payment of Principal Due on December 1, 2021 [Member] | ||
Long-term Debt and Line of Credit [Abstract] | ||
Interest rate | 5.00% | |
Maturity date | Dec. 1, 2021 | |
Long-term debt, gross | $ 1,271 | 1,271 |
Note Payable to Bosun's Marine, Inc., Unsecured and Bearing Interest at 4.5% Per Annum. The Note was Repaid In Full [Member] | ||
Long-term Debt and Line of Credit [Abstract] | ||
Interest rate | 4.50% | |
Long-term debt, gross | $ 0 | 1,227 |
Note Payable to Rebo, Inc., Unsecured and Bearing Interest at 5.5% Per Annum. The Note was Repaid Full [Member] | ||
Long-term Debt and Line of Credit [Abstract] | ||
Interest rate | 5.50% | |
Long-term debt, gross | $ 0 | 1,000 |
Note Payable to Lab Marine, Inc., Unsecured and Bearing Interest at 6.0% Per Annum. The Note was Repaid Full [Member] | ||
Long-term Debt and Line of Credit [Abstract] | ||
Interest rate | 6.00% | |
Long-term debt, gross | $ 0 | $ 1,500 |
Stockholders' and Members' Eq_3
Stockholders' and Members' Equity, Equity-Based Compensation (Details) $ / shares in Units, $ in Millions | Oct. 01, 2021shares | Sep. 30, 2021shares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)Intallment$ / sharesshares | Feb. 11, 2020shares |
Equity-Based Compensation [Abstract] | |||||
Percentage of expected performance targets to be achieved target award | 200.00% | 200.00% | |||
Expense related to performance award | $ | $ 0.3 | $ 0.7 | |||
Class A Common Stock [Member] | |||||
Equity-Based Compensation [Abstract] | |||||
Total number of shares reserved for issuance (in shares) | 1,503,902 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Number of Shares [Abstract] | |||||
Beginning balance (in shares) | 301,643 | ||||
Awarded (in shares) | 246,437 | ||||
Vested (in shares) | (75,893) | ||||
Forfeited (in shares) | 0 | ||||
Ending balance (in shares) | 472,187 | 472,187 | |||
Weighted Average Grant Date Fair Value [Abstract] | |||||
Beginning balance (in dollars per share) | $ / shares | $ 15.78 | ||||
Awarded (in dollars per share) | $ / shares | 26.58 | ||||
Vested (in dollars per share) | $ / shares | 15.70 | ||||
Forfeited (in dollars per share) | $ / shares | 0 | ||||
Ending balance (in dollars per share) | $ / shares | $ 21.43 | $ 21.43 | |||
Compensation expense | $ | $ 1.1 | $ 3.3 | |||
Unrecognized compensation expense | $ | $ 9.4 | $ 9.4 | |||
Weighted-average period of recognition | 1 year 7 months 6 days | ||||
Time-Based Restricted Stock Units [Member] | |||||
Equity-Based Compensation [Abstract] | |||||
Number of equal annual installments for vesting | Intallment | 4 | ||||
Number of Shares [Abstract] | |||||
Awarded (in shares) | 143,947 | ||||
Time-Based Restricted Stock Units [Member] | Plan [Member] | |||||
Number of Shares [Abstract] | |||||
Awarded (in shares) | 25,620 | 118,327 | |||
Performance Share Unit [Member] | |||||
Equity-Based Compensation [Abstract] | |||||
Award vesting period | 3 years | ||||
Percentage of target award granted | 100.00% | ||||
Number of equal annual installments for vesting | Intallment | 3 | ||||
Number of shares of common stock consisted in each unit (in shares) | 1 | ||||
Number of Shares [Abstract] | |||||
Awarded (in shares) | 102,490 | ||||
Performance Share Unit [Member] | Minimum [Member] | |||||
Equity-Based Compensation [Abstract] | |||||
Percentage of actual number of unit earned | 0.00% | ||||
Performance Share Unit [Member] | Maximum [Member] | |||||
Equity-Based Compensation [Abstract] | |||||
Percentage of actual number of unit earned | 200.00% |
Stockholders' and Members' Eq_4
Stockholders' and Members' Equity, Investor Voting Warrants (Details) - USD ($) $ in Millions | Oct. 28, 2016 | Jun. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2021 |
Investor Voting Warrants [Abstract] | ||||
Warrant liability | $ 0 | $ 0 | ||
Recognized (income) expense | $ (0.8) | |||
Goldman and Beekman [Member] | ||||
Investor Voting Warrants [Abstract] | ||||
Number of shares issued (in shares) | 2,148,806 | |||
Investor Voting Warrants [Member] | ||||
Investor Voting Warrants [Abstract] | ||||
Common unit warrants issued (in shares) | 25,000 | |||
Common unit warrants in exchange price | $ 1 | |||
Common unit warrants term (in years) | 10 years | |||
Common units redemption term | 5 years |
Stockholders' and Members' Eq_5
Stockholders' and Members' Equity, Non-Controlling Interest (Details) | 9 Months Ended |
Jun. 30, 2021shares | |
Bosun's Assets and Operations [Member] | |
Noncontrolling Interest [Abstract] | |
Number of shares issued (in shares) | 290,466 |
Percentage of ownership interest surrendered | 25.00% |
South Shore Assets and Operations [Member] | |
Noncontrolling Interest [Abstract] | |
Number of shares issued (in shares) | 306,199 |
Percentage of ownership interest surrendered | 25.00% |
OneWater LLC [Member] | |
Noncontrolling Interest [Abstract] | |
Ownership interest of parent | 77.50% |
Ownership interest percentage | 22.50% |
Stockholders' and Members' Eq_6
Stockholders' and Members' Equity, Dividends (Details) - Common Class A [Member] - USD ($) $ / shares in Units, $ in Millions | Jul. 19, 2021 | Jun. 17, 2021 |
Dividends [Abstract] | ||
Special cash dividends (in dollars per share) | $ 1.80 | |
Cash dividends | $ 27.1 | |
Restricted Stock [Member] | ||
Dividends [Abstract] | ||
Cash dividends | $ 0.7 |
Stockholders' and Members' Eq_7
Stockholders' and Members' Equity, Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | Feb. 10, 2020 | |
Numerator [Abstract] | ||||||
Net income attributable to OneWater Inc | $ 34,503 | $ 14,367 | $ 62,765 | $ 15,452 | ||
Antidilutive Securities [Abstract] | ||||||
Antidilutive securities excluded from computation of diluted weighted average shares (in shares) | 4,264,000 | 8,754,000 | 4,345,000 | 8,697,000 | ||
Restricted Stock Units [Member] | ||||||
Antidilutive Securities [Abstract] | ||||||
Antidilutive securities excluded from computation of diluted weighted average shares (in shares) | 201,000 | 292,000 | 221,000 | 235,000 | ||
Common Class A [Member] | ||||||
Earnings (loss) per unit attributable to common interest holders [Abstract] | ||||||
Common stock, shares outstanding (in shares) | 11,661,575 | 11,661,575 | 10,391,661 | 0 | ||
Denominator [Abstract] | ||||||
Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share (in shares) | 10,976,000 | 6,088,000 | 10,884,000 | 6,088,000 | ||
Effect of dilutive securities [Abstract] | ||||||
Restricted stock units (in shares) | 365,000 | 9,000 | 259,000 | 5,000 | ||
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted earnings per share (in shares) | 11,341,000 | 6,097,000 | 11,143,000 | 6,093,000 | ||
Earnings per share of Class A common stock - basic (in dollars per share) | $ 3.14 | $ 2.36 | $ 5.77 | $ 2.54 | ||
Earnings per share of Class A common stock - diluted (in dollars per share) | $ 3.04 | $ 2.36 | $ 5.63 | $ 2.54 | ||
Common Class B [Member] | ||||||
Earnings (loss) per unit attributable to common interest holders [Abstract] | ||||||
Common stock, shares outstanding (in shares) | 3,377,449 | 3,377,449 | 4,583,637 | 0 | ||
Antidilutive Securities [Abstract] | ||||||
Antidilutive securities excluded from computation of diluted weighted average shares (in shares) | 4,063,000 | 8,462,000 | 4,124,000 | 8,462,000 |
Stockholders' and Members' Eq_8
Stockholders' and Members' Equity, Employee Stock Purchase Plan (Details) - Common Class A [Member] | Feb. 23, 2021shares |
Employee Stock Purchase Plan [Abstract] | |
Percentage of outstanding shares, ESPP issuance | 1.00% |
Maximum [Member] | |
Employee Stock Purchase Plan [Abstract] | |
ESPP shares issuance (in shares) | 299,505 |
Redeemable Preferred Interest_2
Redeemable Preferred Interest in Subsidiary (Details) - USD ($) $ in Thousands | Feb. 11, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2016 |
Redeemable Preferred Interest in Subsidiary [Abstract] | ||||||
Amount of cash to fully redeem the preferred interest | $ 0 | $ 0 | $ 0 | |||
One Water Assets & Operations [Member] | ||||||
Redeemable Preferred Interest in Subsidiary [Abstract] | ||||||
Units outstanding (in shares) | 100,000 | |||||
Preferred units outstanding (in shares) | 68,000 | |||||
Preferred interest rate of return | 10.00% | |||||
Preferred interest redemption period | 5 years | |||||
Amount of cash to fully redeem the preferred interest | $ 89,200 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | |
Effective Income Tax Rate Reconciliation [Abstract] | |||
Effective tax rate | 18.20% | 18.00% | |
Tax receivable agreement liability | $ 26.1 | $ 26.1 | $ 15.6 |
Percentage of net cash savings | 85.00% |
Contingencies and Commitments (
Contingencies and Commitments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 29, 2020 | Sep. 30, 2020 | |
Operating Leases [Abstract] | ||||||
Rent expense | $ 4,000 | $ 3,200 | $ 11,000 | $ 9,300 | ||
Lease term | 1 year | 1 year | ||||
Acquisition Contingent Consideration [Abstract] | ||||||
Contingent consideration | $ 5,500 | $ 5,500 | $ 5,500 | |||
Contingent consideration transaction final payout | $ 5,900 | |||||
Loss on contingent consideration | $ 0 | $ 0 | $ 377 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |||||
Due from related parties | $ 0.2 | $ 0.2 | $ 0.1 | ||
Chief Executive Officer [Member] | |||||
Related Party Transactions [Abstract] | |||||
Payments and fees, related party | $ 0.3 | ||||
Affiliated Entities [Member] | |||||
Related Party Transactions [Abstract] | |||||
Purchase of inventories | 27.5 | $ 14.6 | 63.9 | 34.1 | |
Expenses incurred | 0.5 | 0.6 | 1.6 | 1.6 | |
Affiliated Entities and Individuals [Member] | |||||
Related Party Transactions [Abstract] | |||||
Fees received for goods and services | $ 0.4 | $ 1.6 | 1.8 | 1.9 | |
Payments and fees, related party | $ 0.1 | $ 0.4 |
Subsequent Events (Details)
Subsequent Events (Details) | Jul. 20, 2021Location |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Number of locations added | 1 |
Uncategorized Items - brhc10027
Label | Element | Value |
Effect Of Organizational Transactions Value | onew_EffectOfOrganizationalTransactionsValue | $ 102,433,000 |
Noncontrolling Interest, Distribution to Members | onew_NoncontrollingInterestDistributionToMembers | 121,000 |
Accumulated Unpaid Preferred Returns | onew_AccumulatedUnpaidPreferredReturns | 1,004,000 |
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 616,000 |
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 163,000 |
Accretion of Redeemable Preferred and Issuance Costs | onew_AccretionOfRedeemablePreferredAndIssuanceCosts | 74,000 |
Net (loss) income | us-gaap_TemporaryEquityNetIncome | 0 |
Temporary Equity, Elimination as Part of Reorganization | us-gaap_TemporaryEquityEliminationAsPartofReorganization | 88,131,000 |
Temporary Equity, Accretion to Redemption Value | us-gaap_TemporaryEquityAccretionToRedemptionValue | 74,000 |
Distribution Made to Limited Liability Company (LLC) Member, Cash Distributions Paid | us-gaap_DistributionMadeToLimitedLiabilityCompanyLLCMemberCashDistributionsPaid | 0 |
Temporary Equity, Accretion of Dividends | us-gaap_TemporaryEquityAccretionOfDividends | 1,004,000 |
Additional Paid-in Capital [Member] | ||
Effect Of Organizational Transactions Value | onew_EffectOfOrganizationalTransactionsValue | 56,567,000 |
Noncontrolling Interest, Distribution to Members | onew_NoncontrollingInterestDistributionToMembers | 0 |
Accumulated Unpaid Preferred Returns | onew_AccumulatedUnpaidPreferredReturns | 0 |
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 0 |
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 163,000 |
Net income | us-gaap_ProfitLoss | 0 |
Net income | us-gaap_ProfitLoss | 0 |
Accretion of Redeemable Preferred and Issuance Costs | onew_AccretionOfRedeemablePreferredAndIssuanceCosts | 0 |
Members Equity [Member] | ||
Effect Of Organizational Transactions Value | onew_EffectOfOrganizationalTransactionsValue | (27,298,000) |
Noncontrolling Interest, Distribution to Members | onew_NoncontrollingInterestDistributionToMembers | 120,000 |
Accumulated Unpaid Preferred Returns | onew_AccumulatedUnpaidPreferredReturns | 1,004,000 |
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 616,000 |
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 0 |
Net income | us-gaap_ProfitLoss | (81,000) |
Net income | us-gaap_ProfitLoss | 0 |
Accretion of Redeemable Preferred and Issuance Costs | onew_AccretionOfRedeemablePreferredAndIssuanceCosts | 74,000 |
Retained Earnings [Member] | ||
Effect Of Organizational Transactions Value | onew_EffectOfOrganizationalTransactionsValue | 0 |
Noncontrolling Interest, Distribution to Members | onew_NoncontrollingInterestDistributionToMembers | 0 |
Accumulated Unpaid Preferred Returns | onew_AccumulatedUnpaidPreferredReturns | 0 |
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 0 |
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 0 |
Net income | us-gaap_ProfitLoss | 0 |
Net income | us-gaap_ProfitLoss | 1,085,000 |
Accretion of Redeemable Preferred and Issuance Costs | onew_AccretionOfRedeemablePreferredAndIssuanceCosts | 0 |
Noncontrolling Interest [Member] | ||
Effect Of Organizational Transactions Value | onew_EffectOfOrganizationalTransactionsValue | 73,018,000 |
Noncontrolling Interest, Distribution to Members | onew_NoncontrollingInterestDistributionToMembers | 1,000 |
Accumulated Unpaid Preferred Returns | onew_AccumulatedUnpaidPreferredReturns | 0 |
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 0 |
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 0 |
Net income | us-gaap_ProfitLoss | 103,000 |
Net income | us-gaap_ProfitLoss | 1,872,000 |
Accretion of Redeemable Preferred and Issuance Costs | onew_AccretionOfRedeemablePreferredAndIssuanceCosts | 0 |
Class B Common Stock [Member] | Common Stock [Member] | ||
Effect Of Organizational Transactions Value | onew_EffectOfOrganizationalTransactionsValue | 85,000 |
Noncontrolling Interest, Distribution to Members | onew_NoncontrollingInterestDistributionToMembers | 0 |
Accumulated Unpaid Preferred Returns | onew_AccumulatedUnpaidPreferredReturns | 0 |
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 0 |
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 0 |
Net income | us-gaap_ProfitLoss | 0 |
Net income | us-gaap_ProfitLoss | 0 |
Accretion of Redeemable Preferred and Issuance Costs | onew_AccretionOfRedeemablePreferredAndIssuanceCosts | $ 0 |
Effect of Organizational Transactions, Shares | onew_EffectOfOrganizationalTransactionsShares | 8,462,000 |
Common Class A [Member] | Common Stock [Member] | ||
Effect Of Organizational Transactions Value | onew_EffectOfOrganizationalTransactionsValue | $ 61,000 |
Noncontrolling Interest, Distribution to Members | onew_NoncontrollingInterestDistributionToMembers | 0 |
Accumulated Unpaid Preferred Returns | onew_AccumulatedUnpaidPreferredReturns | 0 |
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 0 |
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 0 |
Net income | us-gaap_ProfitLoss | 0 |
Net income | us-gaap_ProfitLoss | 0 |
Accretion of Redeemable Preferred and Issuance Costs | onew_AccretionOfRedeemablePreferredAndIssuanceCosts | $ 0 |
Effect of Organizational Transactions, Shares | onew_EffectOfOrganizationalTransactionsShares | 6,088,000 |