Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.48M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 52K
4: EX-10.36 Material Contract HTML 77K
3: EX-10.9 Material Contract HTML 103K
5: EX-21.1 Subsidiaries List HTML 33K
6: EX-23.1 Consent of Expert or Counsel HTML 29K
11: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 42K Awarded Compensation
7: EX-31.1 Certification -- §302 - SOA'02 HTML 34K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 34K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 30K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 30K
17: R1 Cover HTML 99K
18: R2 Audit Information HTML 34K
19: R3 Consolidated Balance Sheets HTML 163K
20: R4 Consolidated Balance Sheets (Parenthetical) HTML 55K
21: R5 Consolidated Statements of Operations HTML 139K
22: R6 Consolidated Statements of Comprehensive Income HTML 63K
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23: R7 Consolidated Statements of Stockholders? Equity HTML 132K
24: R8 Consolidated Statements of Cash Flows HTML 175K
25: R9 Description of Company and Basis of Presentation HTML 41K
26: R10 Summary of Significant Accounting Policies HTML 78K
27: R11 New Accounting Pronouncements HTML 42K
28: R12 Acquisitions and Dispositions HTML 151K
29: R13 Accounts Receivable HTML 42K
30: R14 Inventories HTML 37K
31: R15 Property and Equipment HTML 44K
32: R16 Goodwill and Intangible Assets HTML 80K
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34: R18 Notes Payable - Floor Plan HTML 38K
35: R19 Long-term Debt and Line of Credit HTML 52K
36: R20 Stockholders' Equity HTML 91K
37: R21 Retirement Plan HTML 35K
38: R22 Fair Value Measurements HTML 69K
39: R23 Income Taxes HTML 84K
40: R24 Contingencies and Commitments HTML 35K
41: R25 Leases HTML 58K
42: R26 Related Party Transactions HTML 37K
43: R27 Segment Information HTML 69K
44: R28 Subsequent events HTML 33K
45: R29 Summary of Significant Accounting Policies HTML 116K
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46: R30 Summary of Significant Accounting Policies HTML 64K
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48: R32 Accounts Receivable (Tables) HTML 40K
49: R33 Inventories (Tables) HTML 38K
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51: R35 Goodwill and Intangible Assets (Tables) HTML 79K
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53: R37 Long-term Debt and Line of Credit (Tables) HTML 54K
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55: R39 Fair Value Measurements (Tables) HTML 66K
56: R40 Income Taxes (Tables) HTML 81K
57: R41 Leases (Tables) HTML 57K
58: R42 Segment Information (Tables) HTML 65K
59: R43 Description of Company and Basis of Presentation HTML 75K
(Details)
60: R44 Summary of Significant Accounting Policies - HTML 44K
Summary of Estimated Useful Lives of Assets
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61: R45 Summary of Significant Accounting Policies - HTML 32K
Property and Equipment (Details)
62: R46 Summary of Significant Accounting Policies - HTML 36K
Goodwill and Other Identifiable Intangible Assets
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63: R47 Summary of Significant Accounting Policies - HTML 47K
Software Development and Cloud Computing
Arrangement Implementation Costs (Details)
64: R48 Summary of Significant Accounting Policies - HTML 31K
Revenue Recognition (Details)
65: R49 Summary of Significant Accounting Policies - HTML 37K
Summary of Contract Liabilities (Details)
66: R50 Summary of Significant Accounting Policies - HTML 42K
Summary of Percentages on Timing of Revenue
Recognition (Details)
67: R51 Summary of Significant Accounting Policies - HTML 33K
Advertising Costs (Details)
68: R52 Summary of Significant Accounting Policies - HTML 33K
Segment Information (Details)
69: R53 Acquisitions and Dispositions - Narrative HTML 130K
(Details)
70: R54 Acquisitions and Dispositions - Summary of Assets HTML 139K
Acquired and Liabilities Assumed (Details)
71: R55 Acquisitions and Dispositions - Summary of HTML 34K
Unaudited Pro Forma Results of Operations
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Principal Repayments of Long-term Debt (Details)
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Earnings per share (Details)
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Securities Excluded From Calculation (Details)
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Assumptions (Details)
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Assets and Liabilities Measured at Fair Value
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93: R77 Fair Value Measurements - Summary of Changes in HTML 40K
Fair Value of Contingent Consideration (Details)
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Effective Income Tax Rate (Details)
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Liabilities (Details)
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Costs for Operating Leases (Details)
100: R84 Leases - Summary of Supplemental Cash Flow HTML 34K
Information for Leases (Details)
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Liabilities (Details)
102: R86 Related Party Transactions (Details) HTML 51K
103: R87 Segment Information (Details) HTML 74K
104: R88 Subsequent events (Details) HTML 47K
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108: XML IDEA XML File -- Filing Summary XML 194K
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107: EXCEL IDEA Workbook of Financial Report Info XLSX 204K
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‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
Policy Regarding the Recoupment of Incentive Compensation
a/k/a Clawback Policy
This Policy Regarding the Recoupment of Incentive Compensation a/k/a this Clawback Policy (the “Policy”) has been adopted by the Board of Directors (the “Board”) of OneWater Marine Inc. (the “Company”) effective as of August
16, 2023 (the “Effective Date”). The Policy will be administered by the Board or a committee of the Board consisting of at least two independent directors designated to act for the Board on any matter that the Board determines is or may be covered by this Policy (the “Administrator”).
1. Recoupment. In the event that the Company is required to prepare a Restatement, the Administrator shall, unless determined to be Impracticable, take reasonably prompt action to recoup all Recoverable Compensation from any Covered Person. This Policy is in addition to (and not in lieu of) any right of repayment, forfeiture or off-set against any Covered Person that may be available under
applicable law or otherwise (whether implemented prior to or after adoption of this Policy). The Administrator may, in its sole discretion and in the exercise of its business judgment, determine whether and to what extent additional action is appropriate to address the circumstances surrounding any recovery of Recoverable Compensation tied to a Restatement and to impose such other discipline as it deems appropriate.
2. Method of Recoupment. Subject to applicable law, the Administrator may seek to recoup Recoverable Compensation by (i) requiring a Covered Person to repay such amount to the Company; (ii) offsetting a Covered Person’s other compensation; or (iii) such other means or combination of means as the Administrator, in its sole discretion, determines to be appropriate. To the extent
that a Covered Person fails to repay all Recoverable Compensation to the Company as determined pursuant to this Policy, the Company shall take all actions reasonable and appropriate to recover such amount, subject to applicable law.
3. Administration of Policy. The Administrator shall have full authority to administer, amend or terminate this Policy. The Administrator shall, subject to the provisions of this Policy, make such determinations and interpretations and take such actions in connection with this Policy as it deems necessary, appropriate or advisable. All determinations and interpretations made by the Administrator shall be final, binding and conclusive. Notwithstanding anything in this
Section 3 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, rules of the U.S. Securities and Exchange Commission (the “SEC”) or the rules of any national securities exchange or national securities association on which the Company’s securities are then listed. The Administrator shall consult with the Company’s
audit committee, chief financial officer and chief accounting officer, as applicable, as needed in order to properly administer and interpret any provision of this Policy.
4. Acknowledgement by Executive Officers. The Administrator may provide notice to, and seek written acknowledgement of, this Policy from each Executive Officer; provided that the failure to provide such notice or obtain such acknowledgement shall not affect the applicability or enforceability of this Policy.
5. No Indemnification. Notwithstanding the terms of any of the Company’s organizational documents, any corporate policy or any contract, the
Company shall not indemnify any Covered Person against the loss of any Recoverable Compensation.
6. Disqualification of Administrator. No person who is a member of the Administrator shall have any right to decide upon any matter relating solely to himself or herself under this Policy or to decide with respect to any matter in which such person’s individual right to compensation or benefits is particularly involved. In any matter in which a person who is a member of the Administrator is so disqualified to act, the remaining members of the Administrator shall vote or decide upon such matter.
7. Disclosures and Record Keeping. The Company shall make all disclosures and filings with respect
to this Policy and maintain all documents and records that are required by the applicable rules and forms of the SEC (including, without limitation, Rule 10D-1 under the Securities Exchange Act of 1934 (the “Exchange Act”)) and any applicable exchange listing standard.
8. Governing Law. The validity, construction, and effect of the Policy and any determinations relating to this Policy shall be construed in accordance with the laws of the State of Delaware without regard to its conflicts of laws principles.
9. Successors. This Policy shall be binding and enforceable against all Covered
Persons and their beneficiaries, heirs, executors, administrators or other legal representatives.
10. Definitions. In addition to terms otherwise defined in this Policy, the following terms, for purposes of this Policy, shall have the meanings set forth below:
“Applicable Period” means the three completed fiscal years preceding the earlier of: (i) the date that the Administrator, or the officer or officers of the Company authorized to take such action if Administrator action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement; or (ii) the date a court, regulator,
or other legally authorized body directs the Company to prepare a Restatement. The Applicable Period shall also include any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following the three completed fiscal years. For purposes of this Policy, the Administrator shall be deemed to have reasonably concluded that a Restatement is required on the date that the Company’s Audit Committee informs the Administrator in writing that such a Restatement will be required or upon filing restated financial statements with the SEC, unless the Audit Committee informs the Administrator that an alternative date is more accurate for purposes of determining
the Applicable Period.
“Covered Person” means any person who receives Recoverable Compensation.
“Executive Officer” includes the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (including any executive officer of the Company’s controlled affiliates) who performs similar
policy-making functions for the Company who may from time to time be deemed subject to this Policy by the Administrator.
“Financial Reporting Measure” means a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements (including “non-GAAP” financial measures, such as those appearing in earnings releases), and any measure that is derived wholly or in part from such measure. Examples of additional Financial Reporting Measures include measures based on: revenues, net income, operating income, financial ratios, EBITDA, liquidity measures, return measures (such as return on invested capital), profitability of one or more segments or same store
sales. Stock price and total shareholder return (“TSR”) are also Financial Reporting Measures.
“Impracticable” means, after exercising a normal due process review of all the relevant facts and circumstances and taking all steps required by Exchange Act Rule 10D-1 and any applicable exchange listing standard, the Administrator determines that recovery of the Incentive-Based Compensation is impracticable because: (i) it has determined that the direct expense that the Company would pay to a third party to assist in recovering the Incentive-Based Compensation would exceed the amount to be recovered; (ii) it has concluded that the recovery of the Incentive-Based Compensation would violate home country law adopted prior to November
28, 2022; or (iii) it has determined that the recovery of Incentive-Based Compensation would cause a tax-qualified retirement plan, under which benefits are broadly available to the Company’s employees, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
“Incentive-Based Compensation” includes any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure; however, it does not include: (i) base salaries; (ii) discretionary cash bonuses; (iii) awards (either cash or equity) that are based upon subjective, strategic or operational standards; and (iv) equity awards that vest solely on the passage of time.
“Received” – Incentive-Based
Compensation is deemed “Received” in any Company fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
“Recoverable Compensation” means all Incentive-Based Compensation (calculated on a pre-tax basis) Received after October 2, 2023 by a person: (i) after beginning service as an Executive Officer; (ii) who served as an Executive Officer at any time during the performance period for that Incentive-Based Compensation; (iii) while the
Company had a class of securities listed on a national securities exchange or national securities association; and (iv) during the Applicable Period, that exceeded the amount of Incentive-Based Compensation that otherwise would have been Received had the amount been determined based on the Financial Reporting Measures, as reflected in the Restatement. With respect to Incentive-Based Compensation based on stock price or TSR, when the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in a Restatement, the amount must be based on a reasonable estimate of the effect of the Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received.
“Restatement” means an accounting restatement of any of the Company’s financial
statements due to the Company’s material noncompliance with any financial reporting requirement under U.S. securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (often referred to as a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (often referred to as a “little r” restatement). As of the Effective Date of this Policy (but subject to changes that may occur in accounting principles and rules following the Effective Date), a Restatement does not include situations in which financial statement changes did not result from material non-compliance with financial reporting requirements, such as, but not limited to retrospective:
(i) application of a change in accounting principles; (ii) revision to reportable segment information due to a change in the structure of the Company’s internal organization; (iii) reclassification due to a discontinued operation; (iv) application of a change in reporting entity, such as from a reorganization of entities under common control; (v) adjustment to provision amounts in connection with a prior business combination; and (vi) revision for stock splits, stock dividends, reverse stock splits or other changes in capital structure.
Dates Referenced Herein and Documents Incorporated by Reference
