Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 30, 2020 | Aug. 01, 2020 | |
Entity Registrant Name | OneWater Marine Inc. | |
Entity Central Index Key | 0001772921 | |
Current Fiscal Year End Date | --09-30 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Address, State or Province | GA | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 6,087,906 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 8,462,392 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2020 | Sep. 30, 2019 |
Current assets: | ||
Cash | $ 87,989 | $ 11,108 |
Restricted cash | 3,080 | 384 |
Accounts receivable | 57,439 | 15,294 |
Inventories | 171,300 | 277,338 |
Prepaid expenses and other current assets | 10,880 | 9,969 |
Total current assets | 330,688 | 314,093 |
Property and equipment, net | 16,785 | 15,954 |
Other assets: | ||
Deposits | 356 | 345 |
Deferred tax asset | 2,845 | 0 |
Identifiable intangible assets | 61,304 | 61,304 |
Goodwill | 113,059 | 113,059 |
Total other assets | 177,564 | 174,708 |
Total assets | 525,037 | 504,755 |
Current liabilities: | ||
Accounts payable | 25,154 | 5,546 |
Other payables and accrued expenses | 20,414 | 16,567 |
Customer deposits | 12,851 | 4,880 |
Notes payable - floor plan | 176,061 | 225,377 |
Current portion of long-term debt | 8,435 | 11,124 |
Total current liabilities | 242,915 | 263,494 |
Long-term Liabilities: | ||
Other long-term liabilities | 1,512 | 1,598 |
Warrant liability | 0 | 50,887 |
Long-term debt, net of current portion and unamortized debt issuance costs | 108,780 | 64,789 |
Total liabilities | 353,207 | 380,768 |
Redeemable preferred interest in subsidiary | 0 | 86,018 |
Stockholders' and Members' Equity: | ||
Members' equity | 0 | 31,770 |
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued and outstanding as of June 30, 2020 and September 30, 2019 | 0 | 0 |
Additional paid-in capital | 56,683 | 0 |
Retained earnings | 15,452 | 0 |
Total stockholders' equity attributable to OneWater Marine Inc. and members' equity | 72,281 | 31,770 |
Equity attributable to non-controlling interests | 99,549 | 6,199 |
Total stockholders' and members' equity | 171,830 | 37,969 |
Total liabilities, stockholders' and members' equity | 525,037 | 504,755 |
Class A Common Stock [Member] | ||
Stockholders' and Members' Equity: | ||
Common stock | 61 | 0 |
Class B Common Stock [Member] | ||
Stockholders' and Members' Equity: | ||
Common stock | $ 85 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2020 | Sep. 30, 2019 |
Stockholders' and Members' 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' and Members' Equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | |
Preferred stock, shares authorized (in shares) | 1,000,000 | |
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) | 6,087,906 | 0 |
Common stock, shares outstanding (in shares) | 6,087,906 | 0 |
Class B Common Stock [Member] | ||
Stockholders' and Members' 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) | 8,462,392 | 0 |
Common stock, shares outstanding (in shares) | 8,462,392 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Revenues | |||||
Total revenues | $ 408,273 | $ 751,934 | |||
Cost of sales (exclusive of depreciation and amortization shown separately below) | |||||
Total cost of sales | 313,588 | 580,476 | |||
Selling, general and administrative expenses | 43,152 | 103,738 | |||
Depreciation and amortization | 824 | 2,375 | $ 1,883 | ||
Transaction costs | 31 | 3,393 | |||
Gain on settlement of contingent consideration | 0 | 0 | |||
Income from operations | 50,678 | 61,952 | |||
Other expense (income) | |||||
Interest expense - floor plan | 2,298 | 7,482 | |||
Interest expense - other | 3,082 | 7,392 | |||
Change in fair value of warrant liability | 0 | (771) | (2,773) | ||
Other (income) expense, net | (61) | 106 | |||
Total other expense (income), net | 5,319 | 14,209 | |||
Income before income tax expense | 45,359 | 47,743 | |||
Income tax expense | 4,737 | 5,209 | |||
Net income | 40,622 | $ 32,680 | 42,534 | 32,239 | |
Less: Net income attributable to non-controlling interests | 0 | (350) | |||
Net income | $ 14,367 | $ 15,452 | |||
Weighted Average Number of Shares Outstanding, Basic (in shares) | 6,088 | 6,088 | |||
New Boat [Member] | |||||
Revenues | |||||
Total revenues | $ 286,984 | $ 512,999 | |||
Cost of sales (exclusive of depreciation and amortization shown separately below) | |||||
Total cost of sales | 233,377 | 418,766 | |||
Pre-Owned Boat [Member] | |||||
Revenues | |||||
Total revenues | 85,907 | 166,720 | |||
Cost of sales (exclusive of depreciation and amortization shown separately below) | |||||
Total cost of sales | 70,866 | 138,895 | |||
Finance & Insurance [Member] | |||||
Revenues | |||||
Total revenues | 16,639 | 29,047 | |||
Service, Parts & Other [Member] | |||||
Revenues | |||||
Total revenues | 18,743 | 43,168 | |||
Cost of sales (exclusive of depreciation and amortization shown separately below) | |||||
Total cost of sales | $ 9,345 | $ 22,815 | |||
Class A Common Stock [Member] | |||||
Other expense (income) | |||||
Earnings per share, Basic (in dollars per share) | [1] | $ 2.36 | $ 2.54 | ||
Earnings per share, Diluted (in dollars per share) | [1] | $ 2.36 | $ 2.54 | ||
Weighted Average Number of Shares Outstanding, Basic (in shares) | [1] | 6,088 | 6,088 | ||
Weighted Average Number of Shares Outstanding, Diluted (in shares) | [1] | 6,097 | 6,093 | ||
OneWater LLC [Member] | |||||
Revenues | |||||
Total revenues | 274,824 | 558,872 | |||
Cost of sales (exclusive of depreciation and amortization shown separately below) | |||||
Total cost of sales | 212,093 | 433,098 | |||
Selling, general and administrative expenses | 34,713 | 83,890 | |||
Depreciation and amortization | 691 | 1,883 | |||
Transaction costs | 419 | 1,161 | |||
Gain on settlement of contingent consideration | (19) | (1,674) | |||
Income from operations | 26,927 | 40,514 | |||
Other expense (income) | |||||
Interest expense - floor plan | 2,734 | 6,730 | |||
Interest expense - other | 1,869 | 4,391 | |||
Change in fair value of warrant liability | (10,373) | (2,773) | |||
Other (income) expense, net | 17 | (73) | |||
Total other expense (income), net | (5,753) | 8,275 | |||
Income before income tax expense | 32,680 | 32,239 | |||
Income tax expense | 0 | 0 | |||
Net income | 32,680 | 32,239 | |||
Less: Net income attributable to non-controlling interests | $ (26,255) | (772) | $ (26,732) | (1,318) | |
Net income | 31,908 | 30,921 | |||
OneWater LLC [Member] | New Boat [Member] | |||||
Revenues | |||||
Total revenues | 180,668 | 375,160 | |||
Cost of sales (exclusive of depreciation and amortization shown separately below) | |||||
Total cost of sales | 148,227 | 308,329 | |||
OneWater LLC [Member] | Pre-Owned Boat [Member] | |||||
Revenues | |||||
Total revenues | 66,114 | 122,043 | |||
Cost of sales (exclusive of depreciation and amortization shown separately below) | |||||
Total cost of sales | 55,477 | 102,196 | |||
OneWater LLC [Member] | Finance & Insurance [Member] | |||||
Revenues | |||||
Total revenues | 10,007 | 18,525 | |||
OneWater LLC [Member] | Service, Parts & Other [Member] | |||||
Revenues | |||||
Total revenues | 18,035 | 43,144 | |||
Cost of sales (exclusive of depreciation and amortization shown separately below) | |||||
Total cost of sales | $ 8,389 | $ 22,573 | |||
[1] | Represents earnings per share of Class A common stock and weighted-average shares of Class A common stock outstanding for the period from February 11, 2020 through June 30, 2020, the period following the Organizational Transactions (as defined below) and OneWater Marine Inc.'s initial public offering. See Note 9. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' AND MEMBERS' EQUITY (Unaudited) - USD ($) $ 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, 2018 | $ 79,965 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Distributions to members | (823) | ||||||
Accumulated unpaid preferred returns | 2,057 | ||||||
Accretion of redeemable preferred and issuance costs | 157 | ||||||
Beginning balance at Dec. 31, 2018 | 81,356 | ||||||
Beginning balance at Sep. 30, 2018 | $ 15,963 | $ 0 | $ 0 | $ 0 | $ 0 | $ 5,093 | 21,056 |
Beginning balance (in shares) at Sep. 30, 2018 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | 2,234 | $ 0 | $ 0 | 0 | 0 | 276 | 2,510 |
Distributions to members | (126) | 0 | 0 | 0 | 0 | (500) | (626) |
Accumulated unpaid preferred returns | (2,057) | 0 | 0 | 0 | 0 | 0 | (2,057) |
Accretion of redeemable preferred and issuance costs | (157) | 0 | 0 | 0 | 0 | 0 | (157) |
Equity-based compensation | 39 | 0 | 0 | 0 | 0 | 0 | 39 |
Ending balance at Dec. 31, 2018 | 15,896 | $ 0 | $ 0 | 0 | 0 | 4,869 | 20,765 |
Ending balance (in shares) at Dec. 31, 2018 | 0 | 0 | |||||
Beginning balance at Sep. 30, 2018 | 79,965 | ||||||
Beginning balance at Jun. 30, 2019 | 84,230 | ||||||
Beginning balance at Sep. 30, 2018 | 15,963 | $ 0 | $ 0 | 0 | 0 | 5,093 | 21,056 |
Beginning balance (in shares) at Sep. 30, 2018 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | 32,239 | ||||||
Ending balance at Jun. 30, 2019 | 30,817 | $ 0 | $ 0 | 0 | 0 | 5,911 | 36,728 |
Ending balance (in shares) at Jun. 30, 2019 | 0 | 0 | |||||
Beginning balance at Dec. 31, 2018 | 81,356 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Accumulated unpaid preferred returns | 2,108 | ||||||
Accretion of redeemable preferred and issuance costs | 156 | ||||||
Beginning balance at Mar. 31, 2019 | 83,620 | ||||||
Beginning balance at Dec. 31, 2018 | 15,896 | $ 0 | $ 0 | 0 | 0 | 4,869 | 20,765 |
Beginning balance (in shares) at Dec. 31, 2018 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (3,221) | $ 0 | $ 0 | 0 | 0 | 270 | (2,951) |
Distributions to members | (1,099) | 0 | 0 | 0 | 0 | 0 | (1,099) |
Accumulated unpaid preferred returns | (2,108) | 0 | 0 | 0 | 0 | 0 | (2,108) |
Accretion of redeemable preferred and issuance costs | (156) | 0 | 0 | 0 | 0 | 0 | (156) |
Equity-based compensation | 38 | 0 | 0 | 0 | 0 | 0 | 38 |
Ending balance at Mar. 31, 2019 | 9,350 | $ 0 | $ 0 | 0 | 0 | 5,139 | 14,489 |
Ending balance (in shares) at Mar. 31, 2019 | 0 | 0 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Distributions to members | (1,708) | ||||||
Accumulated unpaid preferred returns | 2,161 | ||||||
Accretion of redeemable preferred and issuance costs | 157 | ||||||
Beginning balance at Jun. 30, 2019 | 84,230 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | 31,908 | $ 0 | $ 0 | 0 | 0 | 772 | 32,680 |
Distributions to members | (8,162) | 0 | 0 | 0 | 0 | 0 | (8,162) |
Accumulated unpaid preferred returns | (2,161) | 0 | 0 | 0 | 0 | 0 | (2,161) |
Accretion of redeemable preferred and issuance costs | (157) | 0 | 0 | 0 | 0 | 0 | (157) |
Equity-based compensation | 39 | 0 | 0 | 0 | 0 | 0 | 39 |
Ending balance at Jun. 30, 2019 | 30,817 | $ 0 | $ 0 | 0 | 0 | 5,911 | 36,728 |
Ending balance (in shares) at Jun. 30, 2019 | 0 | 0 | |||||
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 | ||||||
Beginning 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 | ||||||
Beginning 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 | 6,087,906 | 8,462,392 | |||||
Beginning balance at Mar. 31, 2020 | 0 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Effect of organizational transactions | 0 | ||||||
Beginning 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) |
Equity-based compensation | 0 | 0 | 0 | 780 | 0 | 0 | 780 |
Effect of organizational transactions | 0 | $ 0 | $ 0 | (827) | 0 | 0 | (827) |
Effect of organizational transactions (in shares) | 0 | 0 | |||||
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 | 6,087,906 | 8,462,392 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2019 | |
Cash flows from operating activities | |||||||
Net income | $ 40,622 | $ (1,067) | $ 32,680 | $ 2,510 | $ 42,534 | $ 32,239 | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||
Depreciation and amortization | 824 | 2,375 | 1,883 | ||||
Equity-based awards | 1,598 | 116 | |||||
Loss on asset disposals | 60 | 47 | |||||
Change in fair value of long-term warrant liability | 0 | (771) | (2,773) | ||||
Non-cash interest expense | 6,178 | 2,404 | |||||
Non-cash gain on settlement of contingent consideration | 0 | (1,674) | |||||
(Increase) decrease in assets: | |||||||
Accounts receivable | (42,145) | (19,939) | |||||
Inventories | 106,038 | (43,191) | |||||
Prepaid expenses and other current assets | (3,557) | (987) | |||||
Deposits | (11) | 15 | |||||
Increase (decrease) in liabilities: | |||||||
Accounts payable | 19,608 | 4,921 | |||||
Other payables and accrued expenses | 12,718 | 4,014 | |||||
Customer deposits | 7,971 | (99) | |||||
Net cash provided by (used in) operating activities | 152,596 | (23,024) | |||||
Cash flows from investing activities | |||||||
Purchases of property and equipment and construction in progress | (3,923) | (5,913) | |||||
Proceeds from disposal of property and equipment | 1,616 | 70 | |||||
Cash used in acquisitions | 0 | (2,146) | |||||
Net cash used in investing activities | (2,307) | (7,989) | |||||
Cash flows from financing activities | |||||||
Net (payments) borrowings from floor plan | (49,316) | 49,263 | |||||
Proceeds from long-term debt | 49,307 | 12,070 | |||||
Payments on long-term debt | (19,380) | (7,022) | |||||
Payments of debt issuance costs | (1,762) | (203) | |||||
Payments of offering costs | (5,217) | 0 | |||||
Payment of acquisition contingent consideration | (1,457) | 0 | |||||
Distributions to redeemable preferred interest members and redemption of redeemable preferred interest | (90,503) | (2,531) | |||||
Proceeds from issuance of Class A common stock sold in initial public offering, net of underwriting discounts and commissions | 59,234 | 0 | |||||
Distributions to members | (11,618) | (9,887) | |||||
Net cash (used in) provided by financing activities | (70,712) | 41,690 | |||||
Net change in cash | 79,577 | 10,677 | |||||
Cash and restricted cash at beginning of period | $ 11,492 | $ 15,757 | 11,492 | 15,757 | $ 15,757 | ||
Cash and restricted cash at end of period | $ 91,069 | $ 26,434 | 91,069 | 26,434 | $ 11,492 | ||
Supplemental cash flow disclosures | |||||||
Cash paid for interest | 8,696 | 8,717 | |||||
Noncash items | |||||||
Acquisition purchase price funded by long-term debt | 0 | 18,800 | |||||
Acquisition purchase price funded by seller notes payable | 0 | 8,274 | |||||
Purchase of property and equipment funded by long-term debt | $ 1,046 | $ 1,040 |
Description of Company and Basi
Description of Company and Basis of Presentation | 9 Months Ended |
Jun. 30, 2020 | |
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 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 minority 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, 2020, the Company operates a total of 63 stores in eleven states, consisting of Alabama, Florida, Georgia, Kentucky, Maryland, Massachusetts, New York, 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 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 43.7% and 41.0% of total sales for the three months ended June 30, 2020 and 2019, respectively, and 40.9% and 40.6% of total sales for the nine months ended June 30, 2020 and 2019, respectively, making them major suppliers of the Company. Of this amount, Malibu Boats, Inc., including its brands Malibu, Axis, Cobalt and Pursuit, accounted for 18.4% and 16.1% of consolidated revenue for the three months ended June 30, 2020 and 2019, respectively, and 17.0% and 15.8% of consolidated revenue for the nine months ended June 30, 2020 and 2019, 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. Initial Public Offering On February 11, 2020, OneWater Inc completed its Offering of 5,307,693 shares of Class A common stock, par value $0.01 per share (the “Class A common stock”), at a price to the public of $12.00 per share. After deducting underwriting discounts and commissions, OneWater Inc received net proceeds of $59.2 million. OneWater Inc contributed all of the net proceeds of the Offering received to OneWater LLC in exchange for limited liability company interests in OneWater LLC (“LLC Units”). OneWater LLC used the net proceeds, cash on hand and borrowings under its Amended and Restated Credit and Guaranty Agreement by and among OneWater Inc, OneWater LLC and its subsidiaries, with Goldman Sachs Specialty Lending Group, L.P. (i) to pay $3.2 million to one Legacy Owner in exchange for the surrender of a preferred distribution right and (ii) to contribute cash to OWAO in exchange for additional units therein, and OWAO used such cash to fully redeem the preferred interest in subsidiary held by Goldman Sachs & Co. LLC and certain of its affiliates (collectively, “Goldman”) and affiliates of The Beekman Group (“Beekman”). Additionally, the Company provided certain of the existing owners of OneWater LLC, including Goldman and Beekman and certain members of the Company’s management team, the right to receive a tax distribution to cover taxable income arising as a result of OneWater LLC’s operating income through the period ending on the date of the closing of the Offering. Organizational Transactions In connection with the Offering and the related reorganization, OneWater Inc and OneWater LLC completed the following transactions (collectively, the “Organizational Transactions”): • OneWater LLC amended and restated its limited liability company agreement (the “Limited Liability Company Agreement”) to, among other things, provide for a single class of common units representing ownership interests in OneWater LLC and provide a mechanism pursuant to which holders of OneWater LLC Units (“LLC Unitholders”) may exchange LLC Units, together with an equal number of shares of Class B common stock, par value $0.01 per share (the “Class B common stock”), of OneWater Inc, for shares of Class A common stock of OneWater Inc on a one-for-one basis or, at OneWater LLC’s election, cash; • OneWater Inc amended and restated its certificate of incorporation and bylaws to, among other things, authorize (i) 40,000,000 shares of Class A common stock, par value $0.01 per share, (ii) 10,000,000 shares of Class B common stock, par value $0.01 per share, and (iii) 1,000,000 shares of Preferred stock, par value $0.01 per share (the “Preferred stock”). Shares of Class A common stock have one vote per share and have economic rights. Shares of Class B common stock have no economic rights, but have one vote per share; • Legacy Owners (references made herein to “Legacy Owners” refer to the owners of OneWater LLC as they existed immediately prior to OneWater Inc’s public offering) exchanged their existing membership interests in OneWater LLC for LLC Units; • Certain Legacy Owners contributed, directly or indirectly, their OneWater LLC Units to OneWater Inc in exchange for 780,213 shares of Class A common stock; • OneWater Inc entered into a tax receivable agreement (the “Tax Receivable Agreement”) with certain of the Legacy Owners that will continue to be LLC Unitholders. See Note 11 for additional details regarding the Tax Receivable Agreement; and • In connection with the Offering, the Board of Directors of OneWater Inc (the “Board”) adopted a long-term incentive plan (the “LTIP”) to incentivize individuals providing services to OneWater Inc and its subsidiaries and affiliates. 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 Internal Revenue Code (the “Code”)) is 1,385,799. The LTIP is administered by the Board, except to the extent the Board elects a committee of directors to administer the LTIP. 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 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, 2020, OneWater Inc owned 41.8% 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 the audited consolidated financial statements and related notes included in the prospectus filed by OneWater Inc with the SEC on February 10, 2020 in accordance with Rule 424(b) of the Securities Exchange Act of 1933. 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, as a result of the Organizational Transactions, 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 and the Organizational Transactions 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 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 the three and nine months ended June 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. Due to the COVID-19 pandemic, certain summer activities including air travel and vacations that have historically competed with time on the water have been cancelled, and the Company believes such cancellation may have had a positive impact on its revenue for the three and nine months ended June 30, 2020. 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, 2020 | |
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. Deferred Offering Costs Deferred offering costs, consisting primarily of legal, accounting, printing and filing services, and other direct fees and costs related to the initial public offering, are capitalized. The deferred offering costs were offset against proceeds from the Offering upon the closing. As of September 30, 2019, $2.6 million of deferred offering costs had been recorded in prepaid expenses and other current assets. There were no deferred offering costs at June 30, 2020. In conjunction with the Offering, $6.4 million of deferred offering costs have been recorded as a reduction to additional paid-in capital. Goodwill and Other Identifiable Intangible Assets Goodwill and intangible assets are accounted for in accordance with FASB Accounting Standards Codification 350, ‘‘ Intangibles - Goodwill and Other ’’ (‘‘ASC 350’’), which provides that the excess of cost over the fair value of the net assets of businesses acquired, 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 its 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 On October 1, 2019, the Company adopted ASC 606 (as defined below) using the modified retrospective approach applied only to contracts not completed as of the date of adoption, with no restatement of comparative periods. No adjustment was made to retained earnings as of the adoption date as the impact of the standard adoption was de minimis 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 and consignment 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. 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. Prior to the adoption of ASU 2014-09, “ Revenue from Contracts with Customers, Topic 606 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. Subject to our agreements and in the event of early cancellation 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 constrain our estimate of variable consideration associated with chargebacks based on our historical experience with repayments or defaults. Chargebacks were not material to the unaudited condensed consolidated financial statements for the three and nine months ended June 30, 2020 and June 30, 2019. 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, 2020 is as follows: ($ in thousands) Three Months Ended June 30, 2020 Nine Months Ended June 30, 2020 Beginning contract liability $ 13,471 $ 4,880 Revenue recognized from contract liabilities included in the beginning balance (10,578 ) (4,807 ) Increases due to cash received, net of amounts recognized in revenue during the period 9,958 12,778 Ending contract liability $ 12,851 $ 12,851 In accordance with the new revenue standard requirements, the Company recorded a $0.6 million contract asset in prepaid expenses and other current assets as of June 30, 2020. Net income increased $0.3 million for each of the three and nine months ended June 30, 2020, basic EPS increased $0.05 per share and $0.06 per share for the three and nine months ended June 30, 2020, respectively, and diluted EPS increased $0.06 per share for each of the three and nine months ended June 30, 2020 in accordance with the adoption. Contracts assets related to the repair and maintenance services are transferred to receivables when a repair order is completed and invoiced to the customer. The following table sets forth percentages on the timing of revenue recognition for the three and nine months ended June 30, 2020. Three Months Ended June 30, 2020 Nine Months Ended June 30, 2020 Goods and services transferred at a point in time 98.0 % 97.1 % Goods and services transferred over time 2.0 % 2.9 % 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. Vendor Consideration Received Consideration received from vendors is accounted for in accordance with FASB Accounting Standards Codification 330, ‘‘Inventory’’ 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, share based compensation, fair value of warrants and accruals for expenses relating to business operations. Segment Information As of June 30, 2020 and September 30, 2019, 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, 2020 | |
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. Adoption of New Accounting Standards In May 2014, the FASB issued Accounting Standards Update (‘‘ASU’’) No. 2014-09, ‘‘ Revenue from Contracts with Customers (Topic 606) As part of the adoption of the ASU, the Company elected to use the following practical expedients (i) not to adjust the promised amount of consideration for the effects of a significant financing component when the Company expects, at contract inception, that the period between the Company’s transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less and (ii) to expense costs as incurred for costs to obtain a contract when the amortization period would have been one year or less. In August 2016, the FASB issued ASU 2016-15, ‘‘ Statement of Cash Flows (Topic 230) Statement of Cash Flows (Topic 230) In January 2017, the FASB issued ASU 2017-01, ‘‘ Business Combinations (Topic 805) Standards Issued But Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, ‘‘ Leases (Topic 842) In June 2016, the FASB issued ASU 2016-13, ‘‘ Financial instruments — Credit Losses |
Acquisitions
Acquisitions | 9 Months Ended |
Jun. 30, 2020 | |
Acquisitions [Abstract] | |
Acquisitions | 4. Acquisitions The Company completed no acquisitions in the nine months ended June 30, 2020. The Company completed one and four acquisitions for the three and nine months ended June 30, 2019, respectively. On December 1, 2018, the Company purchased The Slalom Shop, LLC (‘‘Slalom Shop’’), a Texas boat retailer comprised of two stores. The acquisition expands the Company’s presence in the state of Texas, expands the Company’s product offering and strengthens its market share in a top boating market. The purchase price was $7.9 million with $1.6 million paid at closing, $5.1 million due to seller note payable which was paid in full during fiscal year 2019, and $1.3 million financed through a note payable to the seller bearing interest at a rate of 5.0% per year. The note is payable in one lump sum three years from the closing date, with interest payments due quarterly. On February 1, 2019, the Company purchased Ocean Blue Yacht Sales (‘‘Ocean Blue’’), a Florida boat retailer comprised of three stores. The acquisition expands the Company’s presence on the east coast of Florida, expands the Company’s product offering and strengthens the Company’s market share in a top boating market. The purchase price was $10.7 million, with $8.7 million paid at closing ($8.5 million financed by long-term debt), and $1.9 million financed through a note payable to the seller bearing interest at a rate of 5.0% per year. The note is payable in one lump sum three years from the closing date, with interest payments due quarterly. On February 1, 2019, the Company purchased Ray Clepper, Inc. d/b/a Ray Clepper Boat Center (‘‘Ray Clepper’’), a South Carolina boat retailer comprised of a single location. The acquisition expands the Company’s presence in South Carolina, expands the Company’s product offering and strengthens the Company’s market share in a top boating market. The purchase price was $0.3 million, paid at closing. On May 1, 2019, the Company purchased Caribee Boat Sales and Marina, Inc. (“Caribee”), a Florida boat retailer and storage facility comprised of a single store. The acquisition expands the Company’s presence in the state of Florida, expands the Company’s product offering and strengthens its market share in a top boating market. The purchase price was $10.3 million ($10.3 million finance by long-term debt) and includes both the retail boat operations and the related real estate. The table below summarizes the fair values of the assets acquired at the acquisition date, including the goodwill recorded as a result of these transactions. ($ in thousands) Three Months ended June 30, 2019 Nine Months Ended June 30, 2019 Prepaid expenses $ 38 $ 164 Accounts receivable 101 236 Inventory 4,406 31,701 Property and equipment 7,000 7,037 Identifiable intangible assets 1,860 9,852 Goodwill 1,860 9,947 Liabilities assumed (4,932 ) (29,717 ) Total purchase price $ 10,333 $ 29,220 |
Inventories
Inventories | 9 Months Ended |
Jun. 30, 2020 | |
Inventories [Abstract] | |
Inventories | 5. Inventories Inventories consisted of the following at: ($ in thousands) June 30, 2020 September 30, 2019 New vessels $ 135,229 $ 234,312 Pre-owned vessels 26,956 33,729 Work in process, parts and accessories 9,115 9,297 $ 171,300 $ 277,338 |
Goodwill and Other Identifiable
Goodwill and Other Identifiable Intangible Assets | 9 Months Ended |
Jun. 30, 2020 | |
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, 2020, and based upon our most recent quantitative assessment on March 31, 2020, we determined 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. We performed a qualitative assessment as of September 30, 2019, and we determined that it was not “more likely than not” that the fair value of our reporting unit was less than its carrying amount. 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, 2020, and based upon our most recent quantitative assessments on March 31, 2020, we determined 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 quantitative identifiable intangible asset impairment tests. We performed a qualitative assessment as of September 30, 2019, and we determined that it was not “more likely than not” that the fair values of our identifiable intangible assets were less than their carrying amounts. |
Notes Payable - Floor Plan
Notes Payable - Floor Plan | 9 Months Ended |
Jun. 30, 2020 | |
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 February 11, 2020, in connection with the Offering, the Company and certain of its subsidiaries entered into the Sixth Amended and Restated Inventory Financing Agreement (the “Inventory Financing Facility”) and, among other things, permitted certain payments and transactions in connection with the Offering, including payments under the Tax Receivable Agreement. 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 $176.1 million and $225.4 million, as of June 30, 2020 and September 30, 2019, respectively. Interest on new boats and for rental units is calculated using the one month London Inter-Bank Offering Rate (“LIBOR”) plus an applicable margin of 2.75% to 5.00% depending on the age of the inventory. 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, 2020 the interest rate on the Inventory Financing Facility ranged from 2.91% to 5.16% for new inventory and 3.16% to 5.41% for pre-owned inventory. As of September 30, 2019 the interest rate on the Inventory Financing Facility ranged from 4.77% to 7.02% for new inventory and 5.02% to 7.27% for pre-owned inventory. Borrowing capacity available at June 30, 2020 and September 30, 2019 was $216.4 million and $67.1 million, respectively. |
Long-term Debt and Line of Cred
Long-term Debt and Line of Credit | 9 Months Ended |
Jun. 30, 2020 | |
Long-term Debt and Line of Credit [Abstract] | |
Long-term Debt and Line of Credit | 8. Long-term Debt and Line of Credit On February 11, 2020, in connection with the Offering, OneWater Inc entered into an Amended and Restated Credit and Guaranty Agreement (the “Term and Revolver Credit Facility”) by and among OneWater Inc, OneWater LLC and its subsidiaries, with Goldman Sachs Specialty Lending Group, L.P. The amendment, among other things, modified the terms to (i) increase the Revolving Facility from $5.0 million to $10.0 million, (ii) increase the maximum available under the Multi-Draw Term Loan from $60.0 million to $100.0 million, (iii) provide an uncommitted and discretionary multi-draw term loan accordion feature of up to $20.0 million, (iv) amend the repayment schedule of the Multi-Draw Term Loan to commence on March 31, 2022 (v) amend the scheduled maturity date of the Revolving Facility and Multi-Draw Term Loan to be February 11, 2025 and (vi) remove OWM BIP Investor, LLC as a lender Immediately upon closing of the Term and Revolver Credit Facility, the Company borrowed an additional $35.3 million on the Multi-Draw Term Loan. Long-term debt consisted of the following at: ($ in thousands) June 30, 2020 September 30, 2019 Multi-draw term note payable to Goldman Sachs Specialty Lending Group, L.P., secured and bearing interest at 10.0% at June 30, 2020 and September 30, 2019. The note requires quarterly principal payments of 1.25% of the aggregate principal balance commencing on March 31,2022 and maturing with a full repayment of the remaining balance on February 11, 2025 $ 104,144 $ 58,000 Revolving note payable for an amount up to $10.0 million to Goldman Sachs Specialty Lending Group, L.P - - Note payable to Rambo Marine, Inc., unsecured and bearing interest at 7.5% per annum. The note requires annual interest payments, with a balloon payment of principal due on July 1, 2020 3,133 3,133 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 May 2026 2,511 2,371 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 2,164 2,164 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 1,920 1,920 Note payable to Lab Marine, Inc., unsecured and bearing interest at 6.0% per annum. The note requires annual interest payments, with a balloon payment of principal due on March 1, 2021 1,500 1,500 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 1,271 1,271 Note payable to Bosun’s Marine, Inc., unsecured and bearing interest at 4.5% per annum. The note requires annual interest payments with a balloon payment due on June 1, 2021 1,227 1,227 Note payable to Rebo, Inc., unsecured and bearing interest at 5.5% per annum. The note requires annual interest payments with a balloon payment due on April 1, 2021 1,000 1,000 Note payable to Texas Marine, Inc., unsecured and bearing interest at 4.5% per annum. The note requires annual interest payments, with a balloon payment of principal due on August 1, 2020 815 815 Note payable to Marina Mikes, LLC, unsecured and bearing interest at 5.0% per annum. The note was repaid in full - 2,125 Note payable to Sunrise Marine, Inc. and Sunrise Marine of Alabama, Inc., unsecured and bearing interest at 6.0% per annum. The note was repaid in full - 1,400 119,685 76,926 Less current portion (8,435 ) (11,124 ) Less unamortized portion of debt issuance costs (2,470 ) (1,013 ) $ 108,780 $ 64,789 |
Stockholders' and Members' Equi
Stockholders' and Members' Equity | 9 Months Ended |
Jun. 30, 2020 | |
Stockholders' and Members' Equity [Abstract] | |
Stockholders' and Members' Equity | 9. Stockholders’ and Members’ Equity Initial Public Offering and Organizational Transactions Immediately prior to the Offering, OneWater Inc As described in Note 1, on February 11, 2020, OneWater Inc completed its Offering of 5,307,693 of Class A common stock, which includes the exercise in full of the underwriters’ option to purchase up to 692,308 additional shares of Class A common stock pursuant to the Underwriting Agreement, at a price to the public of $12.00 per share. OneWater Inc received net proceeds of $59.2 million after deducting underwriting discounts and commissions. In addition, certain Legacy Owners contributed, directly or indirectly, their OneWater LLC Units to OneWater Inc in exchange for 780,213 shares of Class A common stock. Additionally, as part of the Organizational Transactions, OneWater Inc issued 8.5 million shares of Class B common stock to LLC Unitholders. No additional shares were issued or exchanged subsequent to the Organizational Transactions and the Offering for the three months ended June 30, 2020. Total outstanding shares of Class A common stock and Class B common stock at June 30, 2020 were 6.1 million and 8.5 million, respectively. The Company incurred $6.4 million of legal, accounting, printing and other professional fees directly related to the Offering through June 30, 2020, including $2.6 million incurred during fiscal year 2019, of which $1.1 million were paid during fiscal year 2019, all of which were charged against additional paid-in capital. Equity-Based Compensation As part of the Organizational Transactions, previously issued Profit in Interests awards to select members of executive management for non-voting Class B units, fully and immediately vested and were exchanged for 32,754 OneWater LLC Units. In connection with the Offering, the Board adopted an 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 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 1,385,799. The LTIP will 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. In connection with the consummation of the Offering, OneWater Inc granted to its named executive officers equity-based awards under the LTIP, which consist of (i) 17,333 restricted stock units subject to time-based vesting (“RSUs”) for each of Messrs. Singleton (Chief Executive Officer) and Aisquith (Chief Operating Officer), and (ii) 10,000 RSUs for Mr. Ezzell (Chief Financial Officer). The restricted stock units vest in four equal annual installments commencing on February 7, 2021. During the period following the Offering through June 30, 2020, the Board approved the grant of an additional 139,727 time-based vesting restricted stock units. 39,727 restricted stock units fully vest on February 7, 2021. The remaining 100,000 restricted stock units vest in four equal annual installments commencing on February 7, 2021. 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. During the period following the offering through June 30, 2020, the Board approved the grant of 67,000 performance share units, which represents 100% of the target award. Performance share units provide an opportunity for the recipient to receive a number of shares of our common stock based on our performance during fiscal year 2020 as measured against objective performance goals as determined by the Board. The actual number of units earned may range from 0% to 175% of the target number of units depending upon achievement of the performance goals. Performance share units vest in four equal annual installments. Upon vesting, each performance share unit equals one share of common stock of the Company. Compensation cost for performance share units is based on the closing price of our common stock on the date immediately preceding the grant and the ultimate performance level achieved, and is recognized on a graded basis over the four-year vesting period. As of June 30, 2020, the Company expected the performance targets to be fully achieved at 175% of the target award and therefore $0.2 million and $0.3 million of expense related to the performance awards were recorded in the three and nine months ended June 30, 2020, respectively. The following table further summarizes activity related to restricted stock units for the nine months ended June 30, 2020: Restricted Stock Unit Awards Number of Shares Weighted Average Grant Date Fair Value ($) Issued on February 11, 2020 44,666 $ 14.61 Awarded 204,500 16.01 Vested - - Forfeited - - Unvested at March 31, 2020 249,166 $ 15.76 Awarded 2,227 12.57 Vested - - Forfeited - - Unvested at June 30, 2020 251,393 15.73 For the three and nine months ended June 30, 2020, the Company recognized $0.7 million and $0.9 million of compensation expense related to the grant of restricted stock units, respectively. As of June 30, 2020, the total unrecognized compensation expense related to outstanding equity awards was $3.8 million, which the Company expects to recognize over a weighted-average period of 1.6 years. 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 5 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 were included in warrant liability in the accompanying unaudited condensed consolidated balance sheets as of September 30, 2019. The common unit warrants were exercised for $0.0001 per unit in exchange for cash or common units of OneWater LLC. In connection with the Offering, Goldman and Beekman received 2,148,806 OneWater LLC units upon exercise of the warrants. OneWater LLC Preferred Distribution As of September 30, 2019, the unpaid balance of the preferred distribution was $3.2 million. The 5% cumulative interest on the preferred distribution was recognized as a distribution when declared by the Board. As of September 30, 2019, unpaid cumulative interest on the preferred distribution was zero. On February 11, 2020, in connection with the Offering, the Company paid $3.2 million in exchange for the surrender of the preferred distribution right. Non-Controlling Interest On June 1, 2018, the Company purchased Bosun’s Marine, a Massachusetts based boat retailer through its subsidiary Bosun’s Assets and Operations (“BAO”). The former owner of Bosun’s Marine invested $2.5 million of the purchase price to obtain a 25.0% ownership interest in BAO, with no voting rights in the subsidiary BAO. The results of operations for Bosun’s Marine have been included in the Company’s consolidated financial statements through the date of the Offering and the former owner’s minority interest in the subsidiary BAO has been recorded accordingly through the date of the Offering. On August 1, 2017, the Company purchased South Shore Marine, an Ohio based boat retailer through its subsidiary South Shore Assets and Operations (“SSAO”). The former owner of South Shore Marine invested $1.8 million of the purchase price to obtain a 25.0% ownership interest in SSAO, with no voting rights in the subsidiary SSAO. The results of operations for South Shore Marine have been included in the Company’s consolidated financial statements through the date of the Offering and the former owner’s minority interest in the subsidiary SSAO has been recorded accordingly through the date of the Offering. In connection with the Offering, the former owners of BAO and SSAO received 290,466 and 306,199 shares of Class A common stock, respectively, for the surrender of their respective 25.0% ownership interests. 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 LLC Unitholders. 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 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, 2020, OneWater Inc owned 41.8% of the economic interest of OneWater LLC with the LLC Unitholders owning the remaining 58.2%. Dividend Restrictions Under the Term and Revolver Credit Facility, the Company and its subsidiaries are generally restricted from making cash dividends or distributions and are required to obtain consent from Goldman prior to the payment of dividends, excluding distributions related to the payment of taxes by members. These restrictions apply to all income and net assets of the Company and its consolidated subsidiaries. Additionally, certain of the Company’s subsidiaries designated as ‘‘Dealers’’ under its inventory financing program are generally restricted from incurring indebtedness, including certain restrictions on intercompany loans or advances. Distributions During the three months ended June 30, 2020, the Company made distributions to OneWater LLC Unitholders for certain permitted tax payments. Earnings Per Share Basic and diluted earnings per share of Class A common stock is computed by dividing net income attributable to OneWater Inc for the three months ended June 30, 2020 and the period from February 11, 2020 through June 30, 2020 (the period following the Organizational Transactions and the Offering), by the weighted-average number of shares of Class A common stock outstanding during the same period. 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 and nine months ended June 30, 2020 (in thousands, except per share data): Earnings per share: Three Months Ended June 30, 2020 Nine Months Ended June 30, 2020 Numerator: Net income attributable to OneWater Inc $ 14,367 $ 15,452 Denominator: Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share 6,088 6,088 Effect of dilutive securities: Restricted stock units 9 5 Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net income per share 6,097 6,093 Earnings per share of Class A common stock – basic $ 2.36 $ 2.54 Earnings per share of Class A common stock – diluted $ 2.36 $ 2.54 Shares of Class B common stock 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 of Class B common stock 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 Nine Months Ended June 30, 2020 June 30, 2020 Class B common stock 8,462 8,462 Restricted stock units 292 235 8,754 8,697 |
Redeemable Preferred Interest i
Redeemable Preferred Interest in Subsidiary | 9 Months Ended |
Jun. 30, 2020 | |
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 5 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 members’ equity 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, 2020 | |
Income Taxes [Abstract] | |
Income Taxes | 11. Income Taxes As a result of the Offering and Organizational Transactions, OneWater Inc owns a portion of the LLC Units of OneWater LLC, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, OneWater LLC is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by OneWater LLC is passed through to and included in the taxable income or loss of its members, including OneWater Inc, in accordance with the terms of the LLC Agreement. OneWater Inc is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to the allocable share of any taxable income of OneWater LLC. Our effective tax rate of 10.4% for the three months ending June 30, 2020 and 10.9% for the nine months ending June 30, 2020 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. The Company has recognized no uncertain tax positions. Although the Company has not filed a corporate tax return, the basis of tax positions applied to our tax provisions substantially comply with applicable federal and state tax regulations, and we acknowledge the respective taxing authorities may take contrary positions based on their interpretation of the law. A tax position successfully challenged by a taxing authority could result in an adjustment to our provision or benefit for income taxes in the period in which a final determination is made. Tax Receivable Agreement OneWater Inc expects to obtain an increase in its share of the tax basis in the net assets of OneWater LLC when LLC Units are exchanged by the LLC Unitholders. Each exchange for outstanding shares of Class A common stock results in a corresponding increase in OneWater Inc’s ownership of LLC Units. These increases in tax basis may reduce the amounts that OneWater Inc would otherwise pay in the future to various taxing authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. In connection with the Offering, the Company entered into the Tax Receivable Agreement with certain of the Legacy Owners that will continue to be LLC Unitholders. The Tax Receivable Agreement generally provides for the payment by OneWater Inc to such LLC Unitholders of 85% of the net cash savings, if any, in U.S. federal, state and local income and franchise tax (computed using the estimated impact of state and local taxes) that OneWater Inc actually realizes (or is deemed to realize in certain circumstances) in periods after the Offering as a result of, as applicable to each such LLC Unitholder, (i) certain increases in tax basis that occur as a result of OneWater Inc’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of such LLC Unitholder’s LLC Units pursuant to the exercise of the Redemption Right or the Call Right (each as defined in the Tax Receivable Agreement) or that relate to prior transfers of such LLC Units that will be available to OneWater Inc as a result of its acquisitions of those units and (ii) imputed interest deemed to be paid by OneWater Inc as a result of, and additional tax basis arising from, any payments OneWater Inc makes under the Tax Receivable Agreement. OneWater Inc will retain the benefit of the remaining 15% of these net cash savings. If the Internal Revenue Service or a state or local taxing authority challenges the tax basis adjustments that give rise to payments under the Tax Receivable Agreement and the tax basis adjustments are subsequently disallowed, the recipients of payments under the agreement will not reimburse the Company for any payments the Company previously made to them. Any such disallowance would be taken into account in determining future payments under the Tax Receivable Agreement and would, therefore, reduce the amount of any such future payments. Nevertheless, if the claimed tax benefits from the tax basis adjustments are disallowed, the Company’s payments under the Tax Receivable Agreement could exceed its actual tax savings, and the Company may not be able to recoup payments under the Tax Receivable Agreement that were calculated on the assumption that the disallowed tax savings were available. The Tax Receivable Agreement provides that if (i) certain mergers, asset sales, other forms of business combinations, or other changes of control were to occur, (ii) there is a material breach of material obligations under the Tax Receivable Agreement, or (iii) it elects an early termination of the Tax Receivable Agreement, then the Tax Receivable Agreement will terminate and the Company’s obligations, or the Company’s successor’s obligations, under the Tax Receivable Agreement will accelerate and become due and payable, based on certain assumptions, including an assumption that the Company would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement, to the extent applicable, that any LLC Units that have not been exchanged are deemed exchanged for the fair market value of the Company’s Class A common stock at the time of termination. As of June 30, 2020 , there have been no exchanges of LLC Units and as a result, the Company has not recorded a liability related to the Tax Receivable Agreement. |
Contingencies and Commitments
Contingencies and Commitments | 9 Months Ended |
Jun. 30, 2020 | |
Contingencies and Commitments [Abstract] | |
Contingencies and Commitments | 12. Contingencies and Commitments Operating Leases The Company recorded rent expense of $3.2 million and $2.6 million during the three months ended June 30, 2020 and 2019, respectively, and $9.3 million and $7.2 million during the nine months ended June 30, 2020 and 2019, 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. 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, 2020 | |
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 $14.6 million and $1.3 million for the three months ended June 30, 2020 and 2019, respectively, and $34.1 million and $16.2 million for the nine months ended June 30, 2020 and 2019, respectively. A subsidiary of the Company holds a warrant to purchase one such entity for equity in inventory plus $1, which approximates fair value, that expires on March 1, 2021. 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 $0.6 million and $0.5 million for the three months ended June 30, 2020 and 2019, respectively, and $1.6 million for each of the nine months ended June 30, 2020 and 2019. 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 $1.5 million and $1.4 million for the three months ended June 30, 2020 and 2019, respectively, and $1.9 million and $2.8 million for the nine months ended June 30, 2020 and 2019, 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 and $0.2 million for the three months ended June 30, 2020 and 2019, respectively, and $0.4 million and $0.8 million for the nine months ended June 30, 2020 and 2019, 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 and $0.2 million for the three months ended June 30, 2020 and 2019, respectively, and $0.3 and $0.5 million for the nine months ended June 30, 2020 and 2019, respectively, for his personal guarantee associated with this arrangement. In connection with transactions noted above, the Company was due certain amounts as recorded within accounts receivable as of June 30, 2020 and September 30, 2019, of $0.2 and $0.1 million, respectively. All related party transactions are immaterial and have not been shown separately on the face of the consolidated financial statements. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent events Effective July 22, 2020 (the “Closing Date”), the Company and certain of its subsidiaries terminated and repaid all indebtedness outstanding under the Term and Revolver Credit Facility in accordance with its terms and entered into the Credit Agreement (the “Refinanced Credit Facility”) with Truist Bank as administrative agent, collateral agent, swingline lender and issuing bank, SunTrust Robinson Humphrey, Inc. and Synovus Bank as joint lead arrangers and joint bookrunners, Synovus Bank as documentation agent, and the lenders from time to time party thereto (collectively, the “Refinancing”). The Refinanced Credit Facility provides for a $30.0 million revolving credit facility that may be used for revolving credit loans (including up to $5.0 million in swingline loans) and up to $5.0 million in letters of credit from time to time, and a $80.0 million term loan, which was advanced in full on July 22, 2020. Subject to certain conditions, the available amount under the revolving credit facility and the term loans may be increased by $50.0 million in the aggregate. The revolving credit facility matures on July 22, 2025. The term loan is repayable in installments beginning on March 31, 2021, with the remainder due on July 22, 2025. There were no borrowings outstanding under the revolving credit facility on the Closing Date. Borrowings under the Refinanced Credit Facility bear interest, at the Company’s option, at either (a) a base rate (the “Base Rate”) equal to the highest of (i) the prime rate (as announced by Truist Bank from time to time), (ii) the Federal Funds Rate, as in effect from time to time, plus 0.50%, (iii) the Adjusted LIBO Rate (defined below) determined on a daily basis for an interest period of one month, plus 1.00%, or (iv) 1.75%, plus an applicable margin of up to 2.00%, or (b) the rate per annum obtained by dividing (i) the London Interbank Offered Rate for such interest period by (ii) a percentage equal to 1.00 minus the Eurodollar Reserve Percentage (the “Adjusted LIBO Rate”) plus an applicable margin of up to 3.00%. Interest on swingline loans shall be the Base Rate plus an applicable margin of up to 2.00%. All applicable interest margins are subject to stepdowns based on certain consolidated leverage ratio measures. In conjunction with the closing of the Refinanced Credit Facility, the Company paid $109.0 million consisting of $29 million in cash and $80 million in proceeds from the Refinanced Credit Facility to fully redeem the Term and Revolver Credit Facility with Goldman Sachs Specialty Lending Group, L.P. The Refinanced Credit Facility is subject to certain financial covenants related to the maintenance of a minimum fixed charge coverage ratio and a maximum consolidated leverage ratio. The Refinanced Credit Facility also contains various covenants and restrictive provisions that, among other things, limit the ability of the Company and its subsidiaries to (i) incur additional debt, guarantees or liens; (ii) consolidate, merge or transfer all or substantially all of its assets; (iii) make certain investments, loans or other restricted payments; (iv) modify certain material agreements or organizational documents and (v) engage in certain types of transactions with affiliates. Additionally, on July 22, 2020, the Company entered into the First Amendment (the “First Amendment”) to the Inventory Financing Agreement. The First Amendment amended the Inventory Financing Facility, to, among other things, address the Refinancing, permit the amount of indebtedness allowed under the Refinanced Credit Facility to be $160.0 million (which includes the $50.0 increase facility under the Refinanced Credit Facility), permit the payment of fees and expenses in connection with the termination of the Term and Revolver Credit Facility and the payment of present and future transaction costs incurred in connection with the negotiation, closing and ongoing administration of the Refinanced Credit Facility. |
Description of Company and Ba_2
Description of Company and Basis of Presentation (Policies) | 9 Months Ended |
Jun. 30, 2020 | |
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 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 minority 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, 2020, the Company operates a total of 63 stores in eleven states, consisting of Alabama, Florida, Georgia, Kentucky, Maryland, Massachusetts, New York, 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 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 43.7% and 41.0% of total sales for the three months ended June 30, 2020 and 2019, respectively, and 40.9% and 40.6% of total sales for the nine months ended June 30, 2020 and 2019, respectively, making them major suppliers of the Company. Of this amount, Malibu Boats, Inc., including its brands Malibu, Axis, Cobalt and Pursuit, accounted for 18.4% and 16.1% of consolidated revenue for the three months ended June 30, 2020 and 2019, respectively, and 17.0% and 15.8% of consolidated revenue for the nine months ended June 30, 2020 and 2019, 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. |
Initial Public Offering | Initial Public Offering On February 11, 2020, OneWater Inc completed its Offering of 5,307,693 shares of Class A common stock, par value $0.01 per share (the “Class A common stock”), at a price to the public of $12.00 per share. After deducting underwriting discounts and commissions, OneWater Inc received net proceeds of $59.2 million. OneWater Inc contributed all of the net proceeds of the Offering received to OneWater LLC in exchange for limited liability company interests in OneWater LLC (“LLC Units”). OneWater LLC used the net proceeds, cash on hand and borrowings under its Amended and Restated Credit and Guaranty Agreement by and among OneWater Inc, OneWater LLC and its subsidiaries, with Goldman Sachs Specialty Lending Group, L.P. (i) to pay $3.2 million to one Legacy Owner in exchange for the surrender of a preferred distribution right and (ii) to contribute cash to OWAO in exchange for additional units therein, and OWAO used such cash to fully redeem the preferred interest in subsidiary held by Goldman Sachs & Co. LLC and certain of its affiliates (collectively, “Goldman”) and affiliates of The Beekman Group (“Beekman”). Additionally, the Company provided certain of the existing owners of OneWater LLC, including Goldman and Beekman and certain members of the Company’s management team, the right to receive a tax distribution to cover taxable income arising as a result of OneWater LLC’s operating income through the period ending on the date of the closing of the Offering. |
Organizational Transactions | Organizational Transactions In connection with the Offering and the related reorganization, OneWater Inc and OneWater LLC completed the following transactions (collectively, the “Organizational Transactions”): • OneWater LLC amended and restated its limited liability company agreement (the “Limited Liability Company Agreement”) to, among other things, provide for a single class of common units representing ownership interests in OneWater LLC and provide a mechanism pursuant to which holders of OneWater LLC Units (“LLC Unitholders”) may exchange LLC Units, together with an equal number of shares of Class B common stock, par value $0.01 per share (the “Class B common stock”), of OneWater Inc, for shares of Class A common stock of OneWater Inc on a one-for-one basis or, at OneWater LLC’s election, cash; • OneWater Inc amended and restated its certificate of incorporation and bylaws to, among other things, authorize (i) 40,000,000 shares of Class A common stock, par value $0.01 per share, (ii) 10,000,000 shares of Class B common stock, par value $0.01 per share, and (iii) 1,000,000 shares of Preferred stock, par value $0.01 per share (the “Preferred stock”). Shares of Class A common stock have one vote per share and have economic rights. Shares of Class B common stock have no economic rights, but have one vote per share; • Legacy Owners (references made herein to “Legacy Owners” refer to the owners of OneWater LLC as they existed immediately prior to OneWater Inc’s public offering) exchanged their existing membership interests in OneWater LLC for LLC Units; • Certain Legacy Owners contributed, directly or indirectly, their OneWater LLC Units to OneWater Inc in exchange for 780,213 shares of Class A common stock; • OneWater Inc entered into a tax receivable agreement (the “Tax Receivable Agreement”) with certain of the Legacy Owners that will continue to be LLC Unitholders. See Note 11 for additional details regarding the Tax Receivable Agreement; and • In connection with the Offering, the Board of Directors of OneWater Inc (the “Board”) adopted a long-term incentive plan (the “LTIP”) to incentivize individuals providing services to OneWater Inc and its subsidiaries and affiliates. 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 Internal Revenue Code (the “Code”)) is 1,385,799. The LTIP is administered by the Board, except to the extent the Board elects a committee of directors to administer the LTIP. |
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 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, 2020, OneWater Inc owned 41.8% 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 the audited consolidated financial statements and related notes included in the prospectus filed by OneWater Inc with the SEC on February 10, 2020 in accordance with Rule 424(b) of the Securities Exchange Act of 1933. 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, as a result of the Organizational Transactions, 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 and the Organizational Transactions 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 LLC Units not owned by OneWater Inc. |
COVID-19 Pandemic | 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 the three and nine months ended June 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. Due to the COVID-19 pandemic, certain summer activities including air travel and vacations that have historically competed with time on the water have been cancelled, and the Company believes such cancellation may have had a positive impact on its revenue for the three and nine months ended June 30, 2020. 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 Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Jun. 30, 2020 | |
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. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs, consisting primarily of legal, accounting, printing and filing services, and other direct fees and costs related to the initial public offering, are capitalized. The deferred offering costs were offset against proceeds from the Offering upon the closing. As of September 30, 2019, $2.6 million of deferred offering costs had been recorded in prepaid expenses and other current assets. There were no deferred offering costs at June 30, 2020. In conjunction with the Offering, $6.4 million of deferred offering costs have been recorded as a reduction to additional paid-in capital. |
Goodwill and Other Identifiable Intangible Assets | Goodwill and Other Identifiable Intangible Assets Goodwill and intangible assets are accounted for in accordance with FASB Accounting Standards Codification 350, ‘‘ Intangibles - Goodwill and Other ’’ (‘‘ASC 350’’), which provides that the excess of cost over the fair value of the net assets of businesses acquired, 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 its 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 On October 1, 2019, the Company adopted ASC 606 (as defined below) using the modified retrospective approach applied only to contracts not completed as of the date of adoption, with no restatement of comparative periods. No adjustment was made to retained earnings as of the adoption date as the impact of the standard adoption was de minimis 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 and consignment 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. 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. Prior to the adoption of ASU 2014-09, “ Revenue from Contracts with Customers, Topic 606 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. Subject to our agreements and in the event of early cancellation 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 constrain our estimate of variable consideration associated with chargebacks based on our historical experience with repayments or defaults. Chargebacks were not material to the unaudited condensed consolidated financial statements for the three and nine months ended June 30, 2020 and June 30, 2019. 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, 2020 is as follows: ($ in thousands) Three Months Ended June 30, 2020 Nine Months Ended June 30, 2020 Beginning contract liability $ 13,471 $ 4,880 Revenue recognized from contract liabilities included in the beginning balance (10,578 ) (4,807 ) Increases due to cash received, net of amounts recognized in revenue during the period 9,958 12,778 Ending contract liability $ 12,851 $ 12,851 In accordance with the new revenue standard requirements, the Company recorded a $0.6 million contract asset in prepaid expenses and other current assets as of June 30, 2020. Net income increased $0.3 million for each of the three and nine months ended June 30, 2020, basic EPS increased $0.05 per share and $0.06 per share for the three and nine months ended June 30, 2020, respectively, and diluted EPS increased $0.06 per share for each of the three and nine months ended June 30, 2020 in accordance with the adoption. Contracts assets related to the repair and maintenance services are transferred to receivables when a repair order is completed and invoiced to the customer. The following table sets forth percentages on the timing of revenue recognition for the three and nine months ended June 30, 2020. Three Months Ended June 30, 2020 Nine Months Ended June 30, 2020 Goods and services transferred at a point in time 98.0 % 97.1 % Goods and services transferred over time 2.0 % 2.9 % 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. |
Vendor Consideration Received | Vendor Consideration Received Consideration received from vendors is accounted for in accordance with FASB Accounting Standards Codification 330, ‘‘Inventory’’ |
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, share based compensation, fair value of warrants and accruals for expenses relating to business operations. |
Segment Information | Segment Information As of June 30, 2020 and September 30, 2019, 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, 2020 | |
New Accounting Pronouncements [Abstract] | |
Adoption of New Accounting Standards | Adoption of New Accounting Standards In May 2014, the FASB issued Accounting Standards Update (‘‘ASU’’) No. 2014-09, ‘‘ Revenue from Contracts with Customers (Topic 606) As part of the adoption of the ASU, the Company elected to use the following practical expedients (i) not to adjust the promised amount of consideration for the effects of a significant financing component when the Company expects, at contract inception, that the period between the Company’s transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less and (ii) to expense costs as incurred for costs to obtain a contract when the amortization period would have been one year or less. In August 2016, the FASB issued ASU 2016-15, ‘‘ Statement of Cash Flows (Topic 230) Statement of Cash Flows (Topic 230) In January 2017, the FASB issued ASU 2017-01, ‘‘ Business Combinations (Topic 805) Standards Issued But Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, ‘‘ Leases (Topic 842) In June 2016, the FASB issued ASU 2016-13, ‘‘ Financial instruments — Credit Losses |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
Summary of Significant Accounting Policies [Abstract] | |
Contract Liabilities | 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, 2020 is as follows: ($ in thousands) Three Months Ended June 30, 2020 Nine Months Ended June 30, 2020 Beginning contract liability $ 13,471 $ 4,880 Revenue recognized from contract liabilities included in the beginning balance (10,578 ) (4,807 ) Increases due to cash received, net of amounts recognized in revenue during the period 9,958 12,778 Ending contract liability $ 12,851 $ 12,851 |
Percentages on Timing of Revenue Recognition | In accordance with the new revenue standard requirements, the Company recorded a $0.6 million contract asset in prepaid expenses and other current assets as of June 30, 2020. Net income increased $0.3 million for each of the three and nine months ended June 30, 2020, basic EPS increased $0.05 per share and $0.06 per share for the three and nine months ended June 30, 2020, respectively, and diluted EPS increased $0.06 per share for each of the three and nine months ended June 30, 2020 in accordance with the adoption. Contracts assets related to the repair and maintenance services are transferred to receivables when a repair order is completed and invoiced to the customer. The following table sets forth percentages on the timing of revenue recognition for the three and nine months ended June 30, 2020. Three Months Ended June 30, 2020 Nine Months Ended June 30, 2020 Goods and services transferred at a point in time 98.0 % 97.1 % Goods and services transferred over time 2.0 % 2.9 % Total Revenue 100.0 % 100.0 % |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
Acquisitions [Abstract] | |
Allocation of Purchase Price | The table below summarizes the fair values of the assets acquired at the acquisition date, including the goodwill recorded as a result of these transactions. ($ in thousands) Three Months ended June 30, 2019 Nine Months Ended June 30, 2019 Prepaid expenses $ 38 $ 164 Accounts receivable 101 236 Inventory 4,406 31,701 Property and equipment 7,000 7,037 Identifiable intangible assets 1,860 9,852 Goodwill 1,860 9,947 Liabilities assumed (4,932 ) (29,717 ) Total purchase price $ 10,333 $ 29,220 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
Inventories [Abstract] | |
Inventories | Inventories consisted of the following at: ($ in thousands) June 30, 2020 September 30, 2019 New vessels $ 135,229 $ 234,312 Pre-owned vessels 26,956 33,729 Work in process, parts and accessories 9,115 9,297 $ 171,300 $ 277,338 |
Long-term Debt and Line of Cr_2
Long-term Debt and Line of Credit (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
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, 2020 September 30, 2019 Multi-draw term note payable to Goldman Sachs Specialty Lending Group, L.P., secured and bearing interest at 10.0% at June 30, 2020 and September 30, 2019. The note requires quarterly principal payments of 1.25% of the aggregate principal balance commencing on March 31,2022 and maturing with a full repayment of the remaining balance on February 11, 2025 $ 104,144 $ 58,000 Revolving note payable for an amount up to $10.0 million to Goldman Sachs Specialty Lending Group, L.P - - Note payable to Rambo Marine, Inc., unsecured and bearing interest at 7.5% per annum. The note requires annual interest payments, with a balloon payment of principal due on July 1, 2020 3,133 3,133 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 May 2026 2,511 2,371 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 2,164 2,164 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 1,920 1,920 Note payable to Lab Marine, Inc., unsecured and bearing interest at 6.0% per annum. The note requires annual interest payments, with a balloon payment of principal due on March 1, 2021 1,500 1,500 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 1,271 1,271 Note payable to Bosun’s Marine, Inc., unsecured and bearing interest at 4.5% per annum. The note requires annual interest payments with a balloon payment due on June 1, 2021 1,227 1,227 Note payable to Rebo, Inc., unsecured and bearing interest at 5.5% per annum. The note requires annual interest payments with a balloon payment due on April 1, 2021 1,000 1,000 Note payable to Texas Marine, Inc., unsecured and bearing interest at 4.5% per annum. The note requires annual interest payments, with a balloon payment of principal due on August 1, 2020 815 815 Note payable to Marina Mikes, LLC, unsecured and bearing interest at 5.0% per annum. The note was repaid in full - 2,125 Note payable to Sunrise Marine, Inc. and Sunrise Marine of Alabama, Inc., unsecured and bearing interest at 6.0% per annum. The note was repaid in full - 1,400 119,685 76,926 Less current portion (8,435 ) (11,124 ) Less unamortized portion of debt issuance costs (2,470 ) (1,013 ) $ 108,780 $ 64,789 |
Stockholders' and Members' Eq_2
Stockholders' and Members' Equity (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
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, 2020: Restricted Stock Unit Awards Number of Shares Weighted Average Grant Date Fair Value ($) Issued on February 11, 2020 44,666 $ 14.61 Awarded 204,500 16.01 Vested - - Forfeited - - Unvested at March 31, 2020 249,166 $ 15.76 Awarded 2,227 12.57 Vested - - Forfeited - - Unvested at June 30, 2020 251,393 15.73 |
Calculation of Earnings per share | The following table sets forth the calculation of earnings per share for the three and nine months ended June 30, 2020 (in thousands, except per share data): Earnings per share: Three Months Ended June 30, 2020 Nine Months Ended June 30, 2020 Numerator: Net income attributable to OneWater Inc $ 14,367 $ 15,452 Denominator: Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share 6,088 6,088 Effect of dilutive securities: Restricted stock units 9 5 Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net income per share 6,097 6,093 Earnings per share of Class A common stock – basic $ 2.36 $ 2.54 Earnings per share of Class A common stock – diluted $ 2.36 $ 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 Nine Months Ended June 30, 2020 June 30, 2020 Class B common stock 8,462 8,462 Restricted stock units 292 235 8,754 8,697 |
Description of Company and Ba_3
Description of Company and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | Feb. 11, 2020USD ($)$ / sharesshares | Jun. 30, 2020StoreState$ / sharesshares | Jun. 30, 2019 | Jun. 30, 2020USD ($)StoreStateBrand$ / sharesshares | Jun. 30, 2019USD ($) | Sep. 30, 2019$ / sharesshares |
Description of the Business [Abstract] | ||||||
Number of stores operating | Store | 63 | 63 | ||||
Number of states in which stores operating | State | 11 | 11 | ||||
Number of top brands | Brand | 10 | |||||
Public Offering [Abstract] | ||||||
Proceeds from initial public offering | $ | $ 59,234 | $ 0 | ||||
Organizational Transactions [Abstract] | ||||||
Common stock, conversion basis | one-for-one | |||||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Legacy Owners [Member] | ||||||
Public Offering [Abstract] | ||||||
Payment in exchange for surrender of preferred distribution right | $ | $ 3,200 | |||||
Common Class A [Member] | ||||||
Public Offering [Abstract] | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Organizational Transactions [Abstract] | ||||||
Common stock, shares authorized (in shares) | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Total number of shares reserved for issuance (in shares) | 1,385,799 | 1,385,799 | 1,385,799 | |||
Common Class A [Member] | Legacy Owners [Member] | ||||||
Organizational Transactions [Abstract] | ||||||
Number of shares issued for each unit redeemed (in shares) | 780,213 | 780,213 | ||||
Common Class B [Member] | ||||||
Public Offering [Abstract] | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Organizational Transactions [Abstract] | ||||||
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Conversion of stock, shares converted (in shares) | 1 | |||||
OneWater LLC [Member] | ||||||
Principles of Consolidation [Abstract] | ||||||
Ownership interest | 41.80% | 41.80% | ||||
Initial Public Offering [Member] | Common Class A [Member] | ||||||
Public Offering [Abstract] | ||||||
Number of shares issued (in shares) | 5,307,693 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | |||||
Number of shares issued on exercise of options (in shares) | 692,308 | |||||
Share price (in dollars per share) | $ / shares | $ 12 | |||||
Proceeds from initial public offering | $ | $ 59,200 | |||||
Organizational Transactions [Abstract] | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | |||||
Initial Public Offering [Member] | Common Class B [Member] | ||||||
Public Offering [Abstract] | ||||||
Number of shares issued (in shares) | 8,500,000 | |||||
Number of shares issued on exercise of options (in shares) | 0 | |||||
Sales Revenue [Member] | ||||||
Description of the Business [Abstract] | ||||||
Concentration risk percentage | 43.70% | 41.00% | 40.90% | 40.60% | ||
Sales Revenue [Member] | Malibu Boats, Inc [Member] | ||||||
Description of the Business [Abstract] | ||||||
Concentration risk percentage | 18.40% | 16.10% | 17.00% | 15.80% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2020USD ($)$ / shares | Jun. 30, 2020USD ($)Segment$ / shares | Sep. 30, 2019USD ($) | |
Deferred Offering Costs [Abstract] | |||
Deferred offering costs | $ 0 | $ 0 | $ 2,600 |
Contract Liability [Abstract] | |||
Beginning contract liability | 13,471 | 4,880 | |
Revenue recognized from contract liabilities included in the beginning balance | (10,578) | (4,807) | |
Increases due to cash received, net of amounts recognized in revenue during the period | 9,958 | 12,778 | |
Ending contract liability | 12,851 | 12,851 | |
Contract Asset [Abstract] | |||
Contract asset | 600 | 600 | |
Increase to net income from new revenue recognition standard | $ 300 | $ 300 | |
Increase to basic EPS from new revenue recognition standard | $ / shares | $ 0.05 | $ 0.06 | |
Increase to diluted EPS from new revenue recognition standard | $ / shares | $ 0.06 | $ 0.06 | |
Timing of Revenue [Abstract] | |||
Percentage on Timing of Revenue Recognition | 100.00% | 100.00% | |
Segment Information [Abstract] | |||
Number of operating segments | Segment | 1 | ||
Transferred at Point in Time [Member] | |||
Timing of Revenue [Abstract] | |||
Percentage on Timing of Revenue Recognition | 98.00% | 97.10% | |
Transferred over Time [Member] | |||
Timing of Revenue [Abstract] | |||
Percentage on Timing of Revenue Recognition | 2.00% | 2.90% | |
IPO [Member] | |||
Deferred Offering Costs [Abstract] | |||
Offering cost charged against additional paid-in capital | $ 6,400 |
Acquisitions (Details)
Acquisitions (Details) $ in Thousands | May 01, 2019USD ($) | Feb. 01, 2019USD ($)Store | Dec. 01, 2018USD ($)Store | Jun. 30, 2019USD ($)Acquisition | Jun. 30, 2020USD ($)StoreAcquisition | Jun. 30, 2019USD ($)Acquisition | Sep. 30, 2019USD ($) |
Acquisition [Abstract] | |||||||
Number of acquisitions completed | Acquisition | 1 | 0 | 4 | ||||
Number of stores | Store | 63 | ||||||
Allocation of Purchase Price Consideration to Assets Acquired and Liabilities Assumed [Abstract] | |||||||
Goodwill | $ 113,059 | $ 113,059 | |||||
Slalom Shop [Member] | |||||||
Acquisition [Abstract] | |||||||
Number of stores | Store | 2 | ||||||
Cash paid for acquisition | $ 1,600 | ||||||
Interest rate | 5.00% | ||||||
Notes payable term | 3 years | ||||||
Allocation of Purchase Price Consideration to Assets Acquired and Liabilities Assumed [Abstract] | |||||||
Total purchase price | $ 7,900 | ||||||
Slalom Shop [Member] | Notes Payable to Seller [Member] | |||||||
Acquisition [Abstract] | |||||||
Note payable to seller | $ 5,100 | ||||||
Slalom Shop [Member] | Notes Payable to Seller at 5% [Member] | |||||||
Acquisition [Abstract] | |||||||
Note payable to seller | $ 1,300 | ||||||
Ocean Blue [Member] | |||||||
Acquisition [Abstract] | |||||||
Number of stores | Store | 3 | ||||||
Cash paid for acquisition | $ 8,700 | ||||||
Interest rate | 5.00% | ||||||
Notes payable term | 3 years | ||||||
Allocation of Purchase Price Consideration to Assets Acquired and Liabilities Assumed [Abstract] | |||||||
Total purchase price | $ 10,700 | ||||||
Ocean Blue [Member] | Notes Payable to Seller at 5% [Member] | |||||||
Acquisition [Abstract] | |||||||
Note payable to seller | 1,900 | ||||||
Ocean Blue [Member] | Long-term Debt [Member] | |||||||
Acquisition [Abstract] | |||||||
Note payable to seller | 8,500 | ||||||
Ray Clepper [Member] | |||||||
Allocation of Purchase Price Consideration to Assets Acquired and Liabilities Assumed [Abstract] | |||||||
Total purchase price | $ 300 | ||||||
Caribee [Member] | |||||||
Allocation of Purchase Price Consideration to Assets Acquired and Liabilities Assumed [Abstract] | |||||||
Prepaid expenses | $ 38 | $ 38 | |||||
Accounts receivable | 101 | 101 | |||||
Inventory | 4,406 | 4,406 | |||||
Property and equipment | 7,000 | 7,000 | |||||
Identifiable intangible assets | 1,860 | 1,860 | |||||
Goodwill | 1,860 | 1,860 | |||||
Liabilities assumed | (4,932) | (4,932) | |||||
Total purchase price | $ 10,300 | 10,333 | 10,333 | ||||
Caribee [Member] | Long-term Debt [Member] | |||||||
Acquisition [Abstract] | |||||||
Note payable to seller | $ 10,300 | ||||||
Slalom Shop, Ocean Blue, Ray Clepper and Caribee [Member] | |||||||
Allocation of Purchase Price Consideration to Assets Acquired and Liabilities Assumed [Abstract] | |||||||
Prepaid expenses | 164 | 164 | |||||
Accounts receivable | 236 | 236 | |||||
Inventory | 31,701 | 31,701 | |||||
Property and equipment | 7,037 | 7,037 | |||||
Identifiable intangible assets | 9,852 | 9,852 | |||||
Goodwill | 9,947 | 9,947 | |||||
Liabilities assumed | (29,717) | (29,717) | |||||
Total purchase price | $ 29,220 | $ 29,220 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Sep. 30, 2019 |
Component of Inventory [Abstract] | ||
Inventories | $ 171,300 | $ 277,338 |
New Vessels [Member] | ||
Component of Inventory [Abstract] | ||
Inventories | 135,229 | 234,312 |
Pre-owned Vessels [Member] | ||
Component of Inventory [Abstract] | ||
Inventories | 26,956 | 33,729 |
Work in Process, Parts and Accessories [Member] | ||
Component of Inventory [Abstract] | ||
Inventories | $ 9,115 | $ 9,297 |
Notes Payable - Floor Plan (Det
Notes Payable - Floor Plan (Details) - Inventory Financing Facility [Member] - USD ($) $ in Millions | 9 Months Ended | |
Jun. 30, 2020 | Sep. 30, 2019 | |
Line of Credit Facility [Abstract] | ||
Outstanding balance of facility | $ 176.1 | $ 225.4 |
Credit facility, available borrowing capacity | $ 216.4 | $ 67.1 |
New Inventory [Member] | Minimum [Member] | ||
Line of Credit Facility [Abstract] | ||
Credit facility, interest rate | 2.91% | 4.77% |
New Inventory [Member] | Maximum [Member] | ||
Line of Credit Facility [Abstract] | ||
Credit facility, interest rate | 5.16% | 7.02% |
Pre-owned Inventory [Member] | Minimum [Member] | ||
Line of Credit Facility [Abstract] | ||
Credit facility, interest rate | 3.16% | 5.02% |
Pre-owned Inventory [Member] | Maximum [Member] | ||
Line of Credit Facility [Abstract] | ||
Credit facility, interest rate | 5.41% | 7.27% |
LIBOR [Member] | ||
Line of Credit Facility [Abstract] | ||
Debt instrument, term of variable rate | 1 month | |
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% | |
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 | Feb. 11, 2020 | Jun. 30, 2020 | Feb. 10, 2020 | Sep. 30, 2019 |
Long-term Debt and Line of Credit [Abstract] | ||||
Long-term debt, gross | $ 119,685 | $ 76,926 | ||
Less current portion | (8,435) | (11,124) | ||
Less unamortized portion of debt issuance costs | (2,470) | (1,013) | ||
Long-term debt, net | $ 108,780 | $ 64,789 | ||
Multi-Draw Term Note Payable to Goldman Sachs Specialty Lending Group, L.P., Secured and Bearing Interest at 10.0% at June 30,2020 and September 30, 2019. the Note Requires Quarterly Principal Payments of 1.25% of the Aggregate Principal Balance Commencing on March 31,2022 and Maturing with a Full Repayment of the Remaining Balance on February 11, 2025 [Member] | ||||
Long-term Debt and Line of Credit [Abstract] | ||||
Face amount of debt | $ 100,000 | $ 60,000 | ||
Maturity date | Feb. 11, 2025 | |||
Interest rate | 10.00% | 10.00% | ||
Increase in interest rate | 2.00% | |||
Proceeds from term loan | $ 35,300 | |||
Long-term debt, gross | $ 104,144 | $ 58,000 | ||
Quarterly principal payments of aggregate principal balance | 1.25% | |||
Frequency of periodic payment | Quarterly | |||
Multi-Draw Term Note Payable to Goldman Sachs Specialty Lending Group, L.P., Secured and Bearing Interest at 10.0% at June 30,2020 and September 30, 2019. the Note Requires Quarterly Principal Payments of 1.25% of the Aggregate Principal Balance Commencing on March 31,2022 and Maturing with a Full Repayment of the Remaining Balance on February 11, 2025 [Member] | Maximum [Member] | ||||
Long-term Debt and Line of Credit [Abstract] | ||||
Accordion feature, amount | $ 20,000 | |||
Revolving Note Payable for an Amount up to $10.0 Million to Goldman Sachs Specialty Lending Group, L.P [Member] | ||||
Long-term Debt and Line of Credit [Abstract] | ||||
Maximum borrowing capacity | $ 10,000 | |||
Long-term debt, gross | $ 0 | 0 | ||
Note Payable To Rambo Marine, Inc., Unsecured And Bearing Interest at 7.5% Per Annum. the Note Requires Annual Interest Payments, with a Balloon Payment of Principal Due on July 1, 2020 [Member] | ||||
Long-term Debt and Line of Credit [Abstract] | ||||
Maturity date | Jul. 1, 2020 | |||
Interest rate | 7.50% | |||
Long-term debt, gross | $ 3,133 | 3,133 | ||
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 May 2026 [Member] | ||||
Long-term Debt and Line of Credit [Abstract] | ||||
Maturity date | May 31, 2026 | |||
Long-term debt, gross | $ 2,511 | 2,371 | ||
Frequency of periodic payment | Monthly | |||
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 May 2026 [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 May 2026 [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] | ||||
Maturity date | Feb. 1, 2022 | |||
Interest rate | 5.50% | |||
Long-term debt, gross | $ 2,164 | 2,164 | ||
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] | ||||
Maturity date | Feb. 1, 2022 | |||
Interest rate | 5.00% | |||
Long-term debt, gross | $ 1,920 | 1,920 | ||
Note Payable to Lab Marine, Inc., Unsecured and Bearing Interest at 6.0% Per Annum, the Note Requires Annual Interest Payments, with a Balloon Payment of Principal Due on March 1, 2021 [Member] | ||||
Long-term Debt and Line of Credit [Abstract] | ||||
Maturity date | Mar. 1, 2021 | |||
Interest rate | 6.00% | |||
Long-term debt, gross | $ 1,500 | 1,500 | ||
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] | ||||
Maturity date | Dec. 1, 2021 | |||
Interest rate | 5.00% | |||
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 Requires Annual Interest Payments with a Balloon Payment Due on June 1, 2021 [Member] | ||||
Long-term Debt and Line of Credit [Abstract] | ||||
Maturity date | Jun. 1, 2021 | |||
Interest rate | 4.50% | |||
Long-term debt, gross | $ 1,227 | 1,227 | ||
Note Payable to Rebo, Inc., Unsecured and Bearing Interest at 5.5% Per Annum, the note Requires Annual Interest Payments with a Balloon Payment Due on April 1, 2021 [Member] | ||||
Long-term Debt and Line of Credit [Abstract] | ||||
Maturity date | Apr. 1, 2021 | |||
Interest rate | 5.50% | |||
Long-term debt, gross | $ 1,000 | 1,000 | ||
Note Payable to Texas Marine, Inc., Unsecured and Bearing Interest at 4.5% Per Annum, the Note Requires Annual Interest Payments, with a Balloon Payment of Principal Due on August 1, 2020 [Member] | ||||
Long-term Debt and Line of Credit [Abstract] | ||||
Maturity date | Aug. 1, 2020 | |||
Interest rate | 4.50% | |||
Long-term debt, gross | $ 815 | 815 | ||
Note Payable to Marina Mikes, LLC, Unsecured and Bearing Interest at 5.0% Per Annum [Member] | ||||
Long-term Debt and Line of Credit [Abstract] | ||||
Interest rate | 5.00% | |||
Long-term debt, gross | $ 0 | 2,125 | ||
Note Payable to Sunrise Marine, Inc. and Sunrise Marine of Alabama, Inc., Unsecured and Bearing Interest at 6.0% Per Annum [Member] | ||||
Long-term Debt and Line of Credit [Abstract] | ||||
Interest rate | 6.00% | |||
Long-term debt, gross | $ 0 | $ 1,400 | ||
LIBOR [Member] | Multi-Draw Term Note Payable to Goldman Sachs Specialty Lending Group, L.P., Secured and Bearing Interest at 10.0% at June 30,2020 and September 30, 2019. the Note Requires Quarterly Principal Payments of 1.25% of the Aggregate Principal Balance Commencing on March 31,2022 and Maturing with a Full Repayment of the Remaining Balance on February 11, 2025 [Member] | Minimum [Member] | ||||
Long-term Debt and Line of Credit [Abstract] | ||||
Interest rate | 1.50% | |||
LIBOR [Member] | Multi-Draw Term Note Payable to Goldman Sachs Specialty Lending Group, L.P., Secured and Bearing Interest at 10.0% at June 30,2020 and September 30, 2019. the Note Requires Quarterly Principal Payments of 1.25% of the Aggregate Principal Balance Commencing on March 31,2022 and Maturing with a Full Repayment of the Remaining Balance on February 11, 2025 [Member] | Maximum [Member] | ||||
Long-term Debt and Line of Credit [Abstract] | ||||
Debt instrument, variable interest rate | 7.00% | |||
Revolving Credit Facility [Member] | ||||
Long-term Debt and Line of Credit [Abstract] | ||||
Maximum borrowing capacity | $ 10,000 | $ 5,000 | ||
Maturity date | Feb. 11, 2025 | |||
Increase in interest rate | 2.00% | |||
Revolving Credit Facility [Member] | LIBOR [Member] | Minimum [Member] | ||||
Long-term Debt and Line of Credit [Abstract] | ||||
Interest rate | 1.50% | |||
Revolving Credit Facility [Member] | LIBOR [Member] | Maximum [Member] | ||||
Long-term Debt and Line of Credit [Abstract] | ||||
Debt instrument, variable interest rate | 7.00% |
Stockholders' and Members' Eq_3
Stockholders' and Members' Equity, Initial Public Offering and Organizational Transactions (Details) $ / shares in Units, $ in Thousands | Feb. 11, 2020USD ($)Vote$ / sharesshares | Jun. 30, 2020$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Sep. 30, 2019USD ($)$ / sharesshares | Feb. 10, 2020shares |
Initial Public Offering and Organizational Transactions [Abstract] | ||||||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Proceeds from initial public offering | $ | $ 59,234 | $ 0 | ||||
Fees paid | $ | 5,217 | $ 0 | ||||
Initial Public Offering [Member] | ||||||
Initial Public Offering and Organizational Transactions [Abstract] | ||||||
Offering cost | $ | $ 6,400 | $ 2,600 | ||||
Fees paid | $ | $ 1,100 | |||||
Class A Common Stock [Member] | ||||||
Initial Public Offering and Organizational Transactions [Abstract] | ||||||
Common stock, shares authorized (in shares) | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Voting rights issued for each share of common stock | Vote | 1 | |||||
Common stock, shares outstanding (in shares) | 6,087,906 | 6,087,906 | 0 | 0 | ||
Class A Common Stock [Member] | Legacy Owners [Member] | ||||||
Initial Public Offering and Organizational Transactions [Abstract] | ||||||
Number of shares issued for each unit redeemed (in shares) | 780,213 | 780,213 | ||||
Class A Common Stock [Member] | Initial Public Offering [Member] | ||||||
Initial Public Offering and Organizational Transactions [Abstract] | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | |||||
Number of shares issued (in shares) | 5,307,693 | |||||
Number of shares issued on exercise of options (in shares) | 692,308 | |||||
Offering price of shares (in dollars per share) | $ / shares | $ 12 | |||||
Proceeds from initial public offering | $ | $ 59,200 | |||||
Common stock, shares outstanding (in shares) | 6,100,000 | 6,100,000 | ||||
Class A Common Stock [Member] | Maximum [Member] | Initial Public Offering [Member] | ||||||
Initial Public Offering and Organizational Transactions [Abstract] | ||||||
Number of shares issued on exercise of options (in shares) | 692,308 | |||||
Class B Common Stock [Member] | ||||||
Initial Public Offering and Organizational Transactions [Abstract] | ||||||
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Voting rights issued for each share of common stock | Vote | 1 | |||||
Common stock, shares outstanding (in shares) | 8,462,392 | 8,462,392 | 0 | 0 | ||
Class B Common Stock [Member] | Initial Public Offering [Member] | ||||||
Initial Public Offering and Organizational Transactions [Abstract] | ||||||
Number of shares issued (in shares) | 8,500,000 | |||||
Number of shares issued on exercise of options (in shares) | 0 | |||||
Common stock, shares outstanding (in shares) | 8,500,000 | 8,500,000 |
Stockholders' and Members' Eq_4
Stockholders' and Members' Equity, Equity-Based Compensation (Details) $ / shares in Units, $ in Millions | Feb. 11, 2020$ / sharesshares | Mar. 31, 2020$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($)Intallment$ / sharesshares |
Equity-Based Compensation [Abstract] | ||||
Percentage of expected performance targets to be achieved target award | 175.00% | 175.00% | ||
Expense related to performance award | $ | $ 0.2 | $ 0.3 | ||
Class A Common Stock [Member] | ||||
Equity-Based Compensation [Abstract] | ||||
Total number of shares reserved for issuance (in shares) | 1,385,799 | 1,385,799 | 1,385,799 | |
Class B Common Stock [Member] | Members of Executive Management [Member] | ||||
Equity-Based Compensation [Abstract] | ||||
Number of shares issued (in shares) | 32,754 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Equity-Based Compensation [Abstract] | ||||
Number of equal annual installments for vesting | Intallment | 4 | |||
Number of Shares [Abstract] | ||||
Issued on beginning of period (in shares) | 44,666 | 249,166 | ||
Awarded (in shares) | 204,500 | 2,227 | 100,000 | |
Vested (in shares) | 0 | 0 | ||
Forfeited (in shares) | 0 | 0 | ||
Unvested ending period (in shares) | 44,666 | 249,166 | 251,393 | 251,393 |
Weighted Average Grant Date Fair Value [Abstract] | ||||
Issued on begging period (in dollars per share) | $ / shares | $ 14.61 | $ 15.76 | ||
Awarded (in dollars per share) | $ / shares | 16.01 | 12.57 | ||
Vested (in dollars per share) | $ / shares | 0 | 0 | ||
Forfeited (in dollars per share) | $ / shares | 0 | 0 | ||
Unvested ending period (in dollars per share) | $ / shares | $ 14.61 | $ 15.76 | $ 15.73 | $ 15.73 |
Compensation expense | $ | $ 0.7 | $ 0.9 | ||
Unrecognized compensation expense | $ | $ 3.8 | $ 3.8 | ||
Weighted-average period of recognition | 1 year 7 months 6 days | |||
Restricted Stock Units (RSUs) [Member] | Board of Directors [Member] | ||||
Equity-Based Compensation [Abstract] | ||||
Number of equal annual installments for vesting | Intallment | 4 | |||
Number of Shares [Abstract] | ||||
Awarded (in shares) | 139,727 | |||
Vested (in shares) | 39,727 | |||
Restricted Stock Units (RSUs) [Member] | Messrs Singleton [Member] | ||||
Number of Shares [Abstract] | ||||
Awarded (in shares) | 17,333 | |||
Restricted Stock Units (RSUs) [Member] | Messrs Aisquith [Member] | ||||
Number of Shares [Abstract] | ||||
Awarded (in shares) | 17,333 | |||
Restricted Stock Units (RSUs) [Member] | Mr. Ezzell [Member] | ||||
Number of Shares [Abstract] | ||||
Awarded (in shares) | 10,000 | |||
Performance Share Unit [Member] | ||||
Equity-Based Compensation [Abstract] | ||||
Number of equal annual installments for vesting | Intallment | 4 | |||
Percentage of target award granted | 100.00% | |||
Number of shares of common stock consisted in each unit (in shares) | 1 | |||
Award vesting period | 4 years | |||
Number of Shares [Abstract] | ||||
Awarded (in shares) | 67,000 | |||
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 | 175.00% |
Stockholders' and Members' Eq_5
Stockholders' and Members' Equity, Investor Voting Warrants (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 28, 2016 | Sep. 30, 2019 |
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 | |
Warrants exercise price per unit (in dollars per share) | $ 0.0001 |
Stockholders' and Members' Eq_6
Stockholders' and Members' Equity, OneWater LLC Preferred Distribution (Details) - Preferred Distribution [Member] - USD ($) $ in Millions | Feb. 11, 2020 | Sep. 30, 2019 |
Preferred Distribution [Abstract] | ||
Unpaid balance | $ 3.2 | |
Preferred distribution cumulative interest accrual rate | 5.00% | |
Unpaid amount of cumulative interest | $ 0 | |
Payment in exchange for surrender of preferred distribution right | $ 3.2 |
Stockholders' and Members' Eq_7
Stockholders' and Members' Equity, Non-Controlling Interest (Details) - USD ($) $ in Millions | Jun. 01, 2018 | Aug. 01, 2017 | Jun. 30, 2020 |
Bosun's Assets and Operations [Member] | |||
Noncontrolling Interest [Abstract] | |||
Amount of investment of purchase price | $ 2.5 | ||
Ownership interest percentage. | 25.00% | ||
Number of shares issued (in shares) | 290,466 | ||
Percentage of ownership interest surrendered | 25.00% | ||
South Shore Assets and Operations [Member] | |||
Noncontrolling Interest [Abstract] | |||
Amount of investment of purchase price | $ 1.8 | ||
Ownership interest percentage. | 25.00% | ||
Number of shares issued (in shares) | 306,199 | ||
Percentage of ownership interest surrendered | 25.00% | ||
OneWater LLC [Member] | |||
Noncontrolling Interest [Abstract] | |||
Ownership interest percentage. | 58.20% | ||
Ownership interest of parent | 41.80% |
Stockholders' and Members' Eq_8
Stockholders' and Members' Equity, Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2020 | Feb. 10, 2020 | Sep. 30, 2019 | ||
Numerator [Abstract] | |||||
Net income attributable to OneWater Inc | $ 14,367 | $ 15,452 | |||
Denominator [Abstract] | |||||
Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share (in shares) | 6,088,000 | 6,088,000 | |||
Effect of dilutive securities: | |||||
Restricted stock units (in shares) | 9,000 | 5,000 | |||
Antidilutive Securities [Abstract] | |||||
Antidilutive securities excluded from computation of diluted weighted average shares (in shares) | 8,754,000 | 8,697,000 | |||
Restricted Stock Units [Member] | |||||
Antidilutive Securities [Abstract] | |||||
Antidilutive securities excluded from computation of diluted weighted average shares (in shares) | 292,000 | 235,000 | |||
Common Class A [Member] | |||||
Earnings Per Share [Abstract] | |||||
Common stock, shares outstanding (in shares) | 6,087,906 | 6,087,906 | 0 | 0 | |
Denominator [Abstract] | |||||
Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share (in shares) | [1] | 6,088,000 | 6,088,000 | ||
Effect of dilutive securities: | |||||
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net income per share (in shares) | [1] | 6,097,000 | 6,093,000 | ||
Earnings per share of Class A common stock - basic (in dollars per share) | [1] | $ 2.36 | $ 2.54 | ||
Earnings per share of Class A common stock - diluted (in dollars per share) | [1] | $ 2.36 | $ 2.54 | ||
Common Class B [Member] | |||||
Earnings Per Share [Abstract] | |||||
Common stock, shares outstanding (in shares) | 8,462,392 | 8,462,392 | 0 | 0 | |
Antidilutive Securities [Abstract] | |||||
Antidilutive securities excluded from computation of diluted weighted average shares (in shares) | 8,462,000 | 8,462,000 | |||
[1] | Represents earnings per share of Class A common stock and weighted-average shares of Class A common stock outstanding for the period from February 11, 2020 through June 30, 2020, the period following the Organizational Transactions (as defined below) and OneWater Marine Inc.'s initial public offering. See Note 9. |
Redeemable Preferred Interest_2
Redeemable Preferred Interest in Subsidiary (Details) - One Water Assets & Operations [Member] - USD ($) $ in Millions | Feb. 11, 2020 | Jun. 30, 2020 | Sep. 30, 2016 |
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 | $ 89.2 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Effective Income Tax Rate Reconciliation [Abstract] | ||
Effective tax rate | 10.40% | 10.90% |
Percentage of net cash savings payable to unit holders on realization | 85.00% | |
Percentage of net cash savings retained | 15.00% |
Contingencies and Commitments (
Contingencies and Commitments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Operating Leases [Abstract] | ||||
Rent expense | $ 3.2 | $ 2.6 | $ 9.3 | $ 7.2 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |||||
Due from related parties | $ 200,000 | $ 200,000 | $ 100,000 | ||
Chief Executive Officer [Member] | |||||
Related Party Transactions [Abstract] | |||||
Payments and fees, related party | 0 | $ 200,000 | 300,000 | $ 500,000 | |
Affiliated Entities [Member] | |||||
Related Party Transactions [Abstract] | |||||
Purchase of inventories | 14,600,000 | 1,300,000 | 34,100,000 | 16,200,000 | |
Fair value of equity in inventory | 1 | 1 | |||
Expenses incurred | 600,000 | 500,000 | 1,600,000 | 1,600,000 | |
Affiliated Entities and Individuals [Member] | |||||
Related Party Transactions [Abstract] | |||||
Fees received for goods and services | 1,500,000 | 1,400,000 | 1,900,000 | 2,800,000 | |
Payments and fees, related party | $ 0 | $ 200,000 | $ 400,000 | $ 800,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | Jul. 22, 2020 | Jun. 30, 2020 | Feb. 11, 2020 | Feb. 10, 2020 |
Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Abstract] | ||||
Line of credit maximum borrowing capacity | $ 10 | $ 5 | ||
Credit facility maturity date | Feb. 11, 2025 | |||
Subsequent Event [Member] | Refinanced Credit Facility [Member] | ||||
Line of Credit Facility [Abstract] | ||||
Credit facility accordion feature amount | $ 50 | |||
Additional rate over base, percentage | 2.00% | |||
Credit facility interest rate | 1.75% | |||
Subsequent Event [Member] | Refinanced Credit Facility [Member] | Federal Funds Rate [Member] | ||||
Line of Credit Facility [Abstract] | ||||
Additional rate over base, percentage | 0.50% | |||
Subsequent Event [Member] | Refinanced Credit Facility [Member] | Adjusted LIBO Rate [Member] | ||||
Line of Credit Facility [Abstract] | ||||
Additional rate over base, percentage | 1.00% | |||
Debt instrument, term of variable rate | 1 month | |||
Subsequent Event [Member] | Refinanced Credit Facility [Member] | Adjusted LIBO Rate [Member] | Maximum [Member] | ||||
Line of Credit Facility [Abstract] | ||||
Additional rate over base, percentage | 3.00% | |||
Subsequent Event [Member] | Refinanced Credit Facility [Member] | Eurodollar [Member] | ||||
Line of Credit Facility [Abstract] | ||||
Equivalent percentage obtained rate | 1.00% | |||
Subsequent Event [Member] | Refinanced Credit Facility [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Abstract] | ||||
Line of credit maximum borrowing capacity | $ 30 | |||
Credit facility maturity date | Jul. 22, 2025 | |||
Borrowings outstanding | $ 0 | |||
Subsequent Event [Member] | Refinanced Credit Facility [Member] | Letter of Credit [Member] | ||||
Line of Credit Facility [Abstract] | ||||
Line of credit maximum borrowing capacity | 5 | |||
Subsequent Event [Member] | Term Loan [Member] | Refinanced Credit Facility [Member] | ||||
Line of Credit Facility [Abstract] | ||||
Line of credit maximum borrowing capacity | 80 | |||
Subsequent Event [Member] | Term and Revolver Credit Facility with Goldman Sachs Specialty Lending Group, L.P. [Member] | ||||
Line of Credit Facility [Abstract] | ||||
Repayment of debt | 109 | |||
Subsequent Event [Member] | Term and Revolver Credit Facility with Goldman Sachs Specialty Lending Group, L.P. [Member] | Cash [Member] | ||||
Line of Credit Facility [Abstract] | ||||
Repayment of debt | 29 | |||
Subsequent Event [Member] | Term and Revolver Credit Facility with Goldman Sachs Specialty Lending Group, L.P. [Member] | Refinanced Credit Facility [Member] | ||||
Line of Credit Facility [Abstract] | ||||
Repayment of debt | $ 80 | |||
Subsequent Event [Member] | Swingline Loans [Member] | Base Rate [Member] | Maximum [Member] | ||||
Line of Credit Facility [Abstract] | ||||
Additional rate over base, percentage | 2.00% | |||
Subsequent Event [Member] | Swingline Loans [Member] | Refinanced Credit Facility [Member] | ||||
Line of Credit Facility [Abstract] | ||||
Line of credit maximum borrowing capacity | $ 5 | |||
Subsequent Event [Member] | First Amendment to Inventory Financing Facility [Member] | Refinanced Credit Facility [Member] | Maximum [Member] | ||||
Line of Credit Facility [Abstract] | ||||
Line of credit maximum borrowing capacity | $ 160 |
Uncategorized Items - onew-2020
Label | Element | Value |
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | $ 163,000 |
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 616,000 |
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders | 121,000 |
Accumulated Unpaid Preferred Returns | onew_AccumulatedUnpaidPreferredReturns | (1,004,000) |
Accretion of Redeemable Preferred and Issuance Costs | onew_AccretionOfRedeemablePreferredAndIssuanceCosts | (74,000) |
Effect Of Organizational Transactions Value | onew_EffectOfOrganizationalTransactionsValue | 102,433,000 |
Temporary Equity, Accretion of Dividends | us-gaap_TemporaryEquityAccretionOfDividends | 1,004,000 |
Temporary Equity, Elimination as Part of Reorganization | us-gaap_TemporaryEquityEliminationAsPartofReorganization | 88,131,000 |
Temporary Equity, Accretion to Redemption Value | us-gaap_TemporaryEquityAccretionToRedemptionValue | 74,000 |
Noncontrolling Interest [Member] | ||
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 |
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders | 1,000 |
Net income | us-gaap_ProfitLoss | 103,000 |
Net income | us-gaap_ProfitLoss | 1,872,000 |
Accumulated Unpaid Preferred Returns | onew_AccumulatedUnpaidPreferredReturns | 0 |
Accretion of Redeemable Preferred and Issuance Costs | onew_AccretionOfRedeemablePreferredAndIssuanceCosts | 0 |
Effect Of Organizational Transactions Value | onew_EffectOfOrganizationalTransactionsValue | 73,018,000 |
Retained Earnings [Member] | ||
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 |
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders | 0 |
Net income | us-gaap_ProfitLoss | 0 |
Net income | us-gaap_ProfitLoss | 1,085,000 |
Accumulated Unpaid Preferred Returns | onew_AccumulatedUnpaidPreferredReturns | 0 |
Accretion of Redeemable Preferred and Issuance Costs | onew_AccretionOfRedeemablePreferredAndIssuanceCosts | 0 |
Effect Of Organizational Transactions Value | onew_EffectOfOrganizationalTransactionsValue | 0 |
Additional Paid-in Capital [Member] | ||
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 163,000 |
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation | 0 |
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders | 0 |
Net income | us-gaap_ProfitLoss | 0 |
Net income | us-gaap_ProfitLoss | 0 |
Accumulated Unpaid Preferred Returns | onew_AccumulatedUnpaidPreferredReturns | 0 |
Accretion of Redeemable Preferred and Issuance Costs | onew_AccretionOfRedeemablePreferredAndIssuanceCosts | 0 |
Effect Of Organizational Transactions Value | onew_EffectOfOrganizationalTransactionsValue | 56,567,000 |
Members Equity [Member] | ||
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 |
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders | 120,000 |
Net income | us-gaap_ProfitLoss | 0 |
Net income | us-gaap_ProfitLoss | (81,000) |
Accumulated Unpaid Preferred Returns | onew_AccumulatedUnpaidPreferredReturns | (1,004,000) |
Accretion of Redeemable Preferred and Issuance Costs | onew_AccretionOfRedeemablePreferredAndIssuanceCosts | (74,000) |
Effect Of Organizational Transactions Value | onew_EffectOfOrganizationalTransactionsValue | (27,298,000) |
Class B Common Stock [Member] | Common Stock [Member] | ||
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 |
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders | 0 |
Net income | us-gaap_ProfitLoss | 0 |
Net income | us-gaap_ProfitLoss | 0 |
Accumulated Unpaid Preferred Returns | onew_AccumulatedUnpaidPreferredReturns | 0 |
Accretion of Redeemable Preferred and Issuance Costs | onew_AccretionOfRedeemablePreferredAndIssuanceCosts | 0 |
Effect Of Organizational Transactions Value | onew_EffectOfOrganizationalTransactionsValue | $ 85,000 |
Effect of Organizational Transactions, Shares | onew_EffectOfOrganizationalTransactionsShares | 8,462 |
Common Class A [Member] | Common Stock [Member] | ||
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 |
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders | us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders | 0 |
Net income | us-gaap_ProfitLoss | 0 |
Net income | us-gaap_ProfitLoss | 0 |
Accumulated Unpaid Preferred Returns | onew_AccumulatedUnpaidPreferredReturns | 0 |
Accretion of Redeemable Preferred and Issuance Costs | onew_AccretionOfRedeemablePreferredAndIssuanceCosts | 0 |
Effect Of Organizational Transactions Value | onew_EffectOfOrganizationalTransactionsValue | $ 61,000 |
Effect of Organizational Transactions, Shares | onew_EffectOfOrganizationalTransactionsShares | 6,088 |