ONEW 8-K
OneWater Marine Inc. (ONEW)
8-K
2022-05-05
For: 2022-05-05
View Original
Added on
April 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 5, 2022
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s Telephone Number, including Area Code: (678 )
541-6300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 |
Results of Operations and Financial Condition.
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On May 5, 2022, OneWater Marine Inc. (the “Company”) issued a press release announcing the Company’s operating and financial results for the quarter ended March 31, 2022. A copy of the press
release is furnished as Exhibit 99.1 to this report and incorporated into this Item 2.02 by reference.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act unless specifically identified therein as being incorporated therein by reference.
| Item 9.01 |
Financial Statements and Exhibits.
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Exhibits.
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Exhibit Number
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Description
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Press Release issued by OneWater Marine Inc., dated May 5, 2022.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Furnished herewith.
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2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ONEWATER MARINE INC.
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By:
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/s/ Jack Ezzell
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Name:
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Jack Ezzell
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Title:
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Chief Financial Officer
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Dated: May 5, 2022
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3
Exhibit 99.1
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OneWater Marine Inc. Announces Fiscal Second Quarter 2022 Results
Continued outperformance and multi-pronged acquisition strategy driving record earnings
Fiscal Second Quarter 2022 Highlights
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Revenue increased 34% to $442 million
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Same-store sales increased 8%
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Gross profit margin expanded 530 basis points to 32.2%
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Net income increased 38% to $42 million
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Net income per diluted share attributable to OneWater increased 39% to $2.54
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Adjusted EBITDA1 increased 65% to $66 million
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Completed two strategic acquisitions and announced a third
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BUFORD, GA – May 5, 2022 – OneWater Marine Inc. (NASDAQ: ONEW) (“OneWater” or the
“Company”) today announced results for its fiscal second quarter ended March 31, 2022.
“We had another exceptional quarter, delivering 34% revenue growth, expanding gross margins by 530 basis points and driving EPS up 39% year-over-year. In the fiscal second quarter, we also completed the acquisitions of JIF Marine and YakGear, accelerating our parts and services revenue that saw a 178% increase, while at the same time further diversifying our
business,” commented Austin Singleton, Chief Executive Officer at OneWater. “Cycling an incredible quarter last year, we also saw an increase of 8% in same store sales, demonstrating the strength
of our team, platform and inventory management tools.”
“During the quarter, we announced our inaugural share repurchase program, highlighting the Board’s conviction of our strategy and long-term value
creation opportunity. Combining a strong foundation with our multi-pronged, tried and true acquisition playbook, we continue to work towards driving returns for our shareholders for many years to come,” concluded Mr. Singleton.
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For the Three Months
Ended March 31
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2022
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2021
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$ Change
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% Change
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(unaudited, $ in thousands)
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||||||||||||||||
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Revenues
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||||||||||||||||
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New boat
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$
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290,020
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$
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239,654
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$
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50,366
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21.0
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%
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Pre-owned boat
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75,854
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56,082
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19,772
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35.3
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%
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Finance & insurance income
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14,948
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11,789
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3,159
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26.8
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%
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Service, parts & other
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61,305
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22,086
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39,219
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177.6
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%
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Total revenues
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$
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442,127
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$
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329,611
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$
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112,516
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34.1
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%
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1 See reconciliation of Non-GAAP financial measures below.
Fiscal Second Quarter 2022 Results
Revenue for fiscal second quarter 2022 was $442.1 million, an increase of 34.1% compared to $329.6 million in fiscal second quarter 2021, and was primarily due to
our increase in same-store sales and revenue from acquired businesses, with strong contribution from acquired revenues related to service, parts and other sales. During fiscal second quarter 2022 same-store sales increased 8%, following a 57%
increase in second quarter 2021, as a result of the continued strong demand environment. New and pre-owned boat revenue increased 21.0% and 35.3%, respectively, driven by a significant increase in the average unit price of new boats and a modest
increase in the average unit price of pre-owned boats. Finance & insurance income was up 26.8% compared to the prior year and service, parts and other sales was up 177.6% as a result of the Company’s acquisition activity to expand the higher
margin, less cyclical service, parts & other revenues.
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Gross profit totaled $142.5 million for fiscal second quarter 2022, up $53.8 million from $88.8 million for fiscal second quarter 2021. Gross profit margin of 32.2% increased 530 basis points compared to the prior year period driven by the
shift in the mix and size of boats sold, dynamic pricing and the sharp increase in higher margin service, parts & other sales during the quarter.
Fiscal second quarter 2022 selling, general and administrative expenses totaled $75.5 million, or 17.1% of revenue, compared to $48.3 million, or 14.7% of revenue,
in fiscal second quarter 2021. The increase in selling, general and administrative expenses as a percentage of revenue was due mainly to higher variable personnel costs driven by the increased level of profitability.
Net income for fiscal second quarter 2022 totaled $42.4 million, compared to $30.6 million in fiscal second quarter 2021. The significant increase was primarily due
to the elevated gross profit and significant increase in service, parts and other income during the period.
Earnings per diluted share for fiscal second quarter 2022 was $2.54 per diluted share, compared to $1.83 per diluted share in 2021. For fiscal second quarter 2022,
charges related to transaction costs and contingent consideration adversely impacted diluted earnings per share. This amount, tax effected at 25%, was $0.13 per share.
Fiscal second quarter 2022 Adjusted EBITDA increased 64.7% to $66.1 million, compared to $40.1 million for fiscal second quarter 2021 (see reconciliation of non-GAAP
financial measures).
As of March 31, 2022, the Company’s cash and cash equivalents balance was $83.0 million, an increase of $6.3 million compared to $76.7 million as of March 31, 2021.
Total inventory as of March 31, 2022, increased sequentially to $293.2 million compared to $248.2 million on December 31, 2021. As expected, the Company was able to start building inventory levels ahead of the summer selling season despite
continued challenges in the supply chain. Total long-term debt as of March 31, 2022, was $338.7 million, and adjusted long-term net debt (net of $83.0 million cash)1 is 1.2 times trailing twelve-month Adjusted EBITDA.
Subsequent Events
Subsequent to March 31, 2022, the Company completed the acquisition of Denison Yachting, ranked #1 in superyacht sales for three consecutive years (based on data provided
by Boat International), expanding the Company’s presence into the superyacht category and ancillary yacht service offerings, in addition to yacht brokerage and new boat sales. The transaction adds 20 locations across 7 states and is expected to
immediately add to top-line growth and operating margin and be accretive to diluted earnings per share.
Fiscal Year 2022 Guidance
The Company is raising its fiscal full year 2022 outlook for Adjusted EBITDA1
to be in the range of $230 million to $240 million and earnings per diluted share to be in the range of $8.60 to $9.00, both of which includes the previously completed acquisitions, including the acquisition of Denison Yachting but excludes any
other acquisitions that may be completed during the year. For the fiscal year 2022, OneWater maintains its anticipation that same store sales will be up high-single digits, despite an expected challenging inventory environment.
Conference Call and Webcast
OneWater will host a conference call to discuss its fiscal second quarter earnings on Thursday, May 5th,
2022, at 8:30 am Eastern time. The conference call may be accessed by dialing (877) 270-2148 in the U.S. or (412) 902-6510 for participants outside the U.S. A passcode is not required for the call. This call is being webcast and can be accessed
through the “Events” section of the Company’s website at https://investor.onewatermarine.com/ where it will be archived for one year.
1 See reconciliation of non-GAAP financial measures below for a discussion of why reconciliations of forward looking Adjusted EBITDA are not available
without unreasonable effort.
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ONEWATER MARINE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands except per share data)
(Unaudited)
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Three Months Ended March 31,
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Six Months Ended March 31,
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2022
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2021
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2022
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2021
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Revenues
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New boat
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$
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290,020
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$
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239,654
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$
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526,218
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$
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391,482
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Pre-owned boat
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75,854
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56,082
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129,303
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94,662
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Finance & insurance income
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14,948
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11,789
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24,255
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17,752
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Service, parts & other
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61,305
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22,086
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98,623
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39,798
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Total revenues
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442,127
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329,611
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778,399
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543,694
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Cost of sales (exclusive of depreciation and amortization shown separately below)
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New boat
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208,606
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187,147
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384,502
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309,679
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Pre-owned boat
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55,959
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42,548
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95,329
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73,000
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Service, parts & other
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35,020
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11,130
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55,061
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19,793
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Total cost of sales
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299,585
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240,825
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534,892
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402,472
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Selling, general and administrative expenses
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75,492
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48,348
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134,588
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83,208
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Depreciation and amortization
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4,727
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1,378
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6,476
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2,341
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Transaction costs
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776
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368
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3,821
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568
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Change in fair value of contingent consideration
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2,158
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-
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7,904
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377
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Income from operations
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59,389
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38,692
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90,718
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54,728
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Other expense (income)
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Interest expense – floor plan
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1,048
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330
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1,925
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1,250
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Interest expense – other
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3,097
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1,215
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4,626
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2,139
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Other expense (income), net
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109
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5
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657
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(89
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)
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Total other expense, net
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4,254
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1,550
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7,208
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3,300
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Income before income tax expense
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55,135
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37,142
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83,510
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51,428
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Income tax expense
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12,781
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6,550
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17,670
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9,061
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Net income
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42,354
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30,592
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65,840
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42,367
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Less: Net income attributable to non-controlling interests
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1,011
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-
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1,011
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-
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Less: Net income attributable to non-controlling interests of One Water Marine Holdings, LLC
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5,046
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10,117
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8,513
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14,104
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Net income attributable to OneWater Marine Inc.
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$
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36,297
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$
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20,475
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$
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56,316
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$
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28,263
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||||||||
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Earnings per share of Class A common stock – basic
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$
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2.62
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$
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1.88
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$
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4.14
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$
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2.61
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||||||||
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Earnings per share of Class A common stock – diluted
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$
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2.54
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$
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1.83
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$
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4.02
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$
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2.55
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||||||||
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Basic weighted-average shares of Class A common stock outstanding
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13,864
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10,901
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13,619
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10,838
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||||||||||||
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Diluted weighted-average shares of Class A common stock outstanding
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14,272
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11,171
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14,017
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11,083
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ONEWATER MARINE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
($ in thousands, except par value and share data)
(Unaudited)
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March 31,
2022
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March 31,
2021
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|||||||
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Cash
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$
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83,030
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$
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76,713
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Restricted cash
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5,927
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10,769
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Accounts receivable, net
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82,725
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41,005
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Inventories
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293,170
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186,089
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Prepaid expenses and other current assets
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50,926
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14,383
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Total current assets
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515,778
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328,959
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Property and equipment, net
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77,658
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64,612
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Operating lease right-of-use assets
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119,675
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85,105
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Other assets:
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Deposits
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572
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479
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Deferred tax assets
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31,152
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12,765
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Identifiable intangible assets
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231,124
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74,004
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Goodwill
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313,460
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151,417
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Total other assets
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576,308
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238,665
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Total assets
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$
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1,289,419
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$
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717,341
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Accounts payable
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$
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43,858
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$
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25,931
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Other payables and accrued expenses
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46,909
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21,904
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Customer deposits
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63,514
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39,395
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Notes payable – floor plan
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254,853
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183,802
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Current operating lease liabilities
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11,660
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8,367
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Current portion of long-term debt
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17,294
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13,995
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||||||
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Current portion of tax receivable agreement liability
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915
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306
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Total current liabilities
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439,003
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293,700
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Other long-term liabilities
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26,060
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7,209
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Tax receivable agreement liability, net of current portion
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45,290
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17,560
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Noncurrent operating lease liabilities
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108,683
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77,174
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||||||
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Long-term debt, net of current portion and unamortized debt issuance costs
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321,448
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105,079
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Total liabilities
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940,484
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500,722
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Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued and outstanding as of March 31, 2022 and March 31,
2021
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-
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-
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Class A common stock, $0.01 par value, 40,000,000 shares authorized, 13,879,290 shares issued and outstanding as of March 31, 2022 and 10,968,152 shares issued and
outstanding as of March 31, 2021
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139
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110
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Class B common stock, $0.01 par value, 10,000,000 shares authorized, 1,429,940 shares issued and outstanding as of March 31, 2022 and 4,070,872 shares issued and outstanding
as of March 31, 2021
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14
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41
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||||||
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Additional paid-in capital
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168,095
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113,088
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Retained earnings
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130,560
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46,032
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||||||
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Total stockholders’ equity attributable to OneWater Marine Inc
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298,808
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159,271
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Equity attributable to non-controlling interests
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50,127
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57,348
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Total stockholders’ equity
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348,935
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216,619
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||||||
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Total liabilities and stockholders’ equity
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$
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1,289,419
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$
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717,341
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||||
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ONEWATER MARINE INC.
Reconciliation of Non-GAAP Financial Measures
(amounts in thousands, except per share data)
(Unaudited)
|
Three months ended
March 31,
|
Trailing twelve months ended March 31,
|
|||||||||||
|
Description
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2022
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2021
|
2022
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|||||||||
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Net income
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$
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42,354
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$
|
30,592
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$
|
139,886
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||||||
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Interest expense – other
|
3,097
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1,215
|
6,831
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|||||||||
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Income tax expense
|
12,781
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6,550
|
34,411
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|||||||||
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Depreciation and amortization
|
4,791
|
1,378
|
9,610
|
|||||||||
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Change in fair value of contingent consideration
|
2,158
|
-
|
10,776
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|||||||||
|
Loss on extinguishment of debt
|
-
|
-
|
-
|
|||||||||
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Transaction costs
|
776
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368
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4,122
|
|||||||||
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Other expense (income), net
|
109
|
5
|
498
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|||||||||
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Adjusted EBITDA
|
$
|
66,066
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$
|
40,108
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$
|
206,134
|
||||||
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Long-term debt (including current portion)
|
$
|
338,742
|
||||||||||
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Less: Cash
|
83,030
|
|||||||||||
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Adjusted long-term net debt
|
$
|
255,712
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||||||||||
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Pro forma adjusted net debt leverage ratio
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1.2x
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|
||||||||||
About OneWater Marine Inc.
OneWater Marine Inc. is one of the largest and fastest-growing premium marine retailers in the United States. OneWater operates a total of 95
retail locations, 10 distribution centers/warehouses and multiple online marketplaces in 20 different states, several of which are in the top twenty states for marine retail expenditures. OneWater offers a broad range of products and services and
has diversified revenue streams, which include the sale of new and pre-owned boats, finance and insurance products, parts and accessories, maintenance, repair and other services.
Non-GAAP Financial Measures and Key Performance Indicators
This press release and our related earnings call contain certain non-GAAP financial measures,
including Adjusted EBITDA and adjusted long-term net debt, as measures of our operating performance. Management believes these measures may be useful in performing meaningful comparisons of past and present operating results, to understand the
performance of the Company’s ongoing operations and how management views the business. Reconciliations of reported GAAP measures to adjusted non-GAAP measures are included in the financial schedules contained in this press release. These
measures, however, should not be construed as an alternative to any other measure of performance determined in accordance with GAAP. Because our non-GAAP financial measures may be defined differently by other companies, our definition of these
non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing its utility. We have not reconciled non‐GAAP forward-looking measures, including Adjusted EBITDA guidance, to their
corresponding GAAP measures due to the high variability and difficulty in making accurate forecasts and projections, particularly with respect to acquisition contingent consideration and transaction costs. Acquisition contingent consideration
and transaction costs are affected by the acquisition, integration and post-acquisition performance of our acquirees which is difficult to predict and subject to change. Accordingly, reconciliations of forward-looking Adjusted EBITDA is not
available without unreasonable effort.
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Adjusted EBITDA
We define Adjusted EBITDA as net income (loss) before interest expense – other, income tax expense, depreciation and amortization and other (income) expense, further
adjusted to eliminate the effects of items such as the change in fair value of contingent consideration, gain (loss) on extinguishment of debt and transaction costs. See reconciliation above.
Our board of directors, management team and lenders use Adjusted EBITDA to assess our financial performance because it allows
them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization) and other items
(such as the change in fair value of contingent consideration, gain or loss on extinguishment of debt and transaction costs) that impact the comparability of financial results from period to period. We present Adjusted EBITDA because we believe
it provides useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP. Adjusted EBITDA is not a financial measure presented in accordance with GAAP. We believe that the presentation
of this non-GAAP financial measure will provide useful information to investors and analysts in assessing our financial performance and results of operations across reporting periods by excluding items we do not believe are indicative of our
core operating performance.
Adjusted Long-Term Net Debt
We defined adjusted long-term net debt as long-term debt (including current portion) less cash. We consider, and we believe certain investors
and analysts consider, adjusted long-term net debt, as well as adjusted long-term net debt divided by trailing twelve-month Adjusted EBITDA, to be an indicator of our financial leverage.
Same-Store Sales
We define same-store sales as sales from our stores excluding new and acquired stores. New and acquired stores become eligible for inclusion in
the comparable store base at the end of the store’s thirteenth month of operations under our ownership and revenues are only included for identical months in the same-store base periods. Stores relocated within an existing market remain in the
comparable store base for all periods. Additionally, amounts related to closed stores are excluded from each comparative base period. We use same-store sales to assess the organic growth of our revenue on a same-store basis. We believe that our
assessment on a same-store basis represents an important indicator of comparative financial results and provides relevant information to assess our performance.
Cautionary Statement Concerning Forward-Looking Statements
This press release and statements made during the above referenced conference call may contain “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995, including regarding our strategy, future operations, financial position, prospects, plans and objectives of management, growth rate and its expectations regarding future revenue,
operating income or loss or earnings or loss per share. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “will be,” “will likely result,” “should,” “expects,” “plans,” “anticipates,”
“could,” “would,” “foresees,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “outlook” or “continue” or the negative of these words or other similar terms or expressions that concern our
expectations, strategy, plans or intentions. These forward-looking statements are not guarantees of future performance, but are based on management’s current expectations, assumptions and beliefs concerning future developments and their potential
effect on us, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Our expectations expressed or implied in these forward-looking statements may not turn out to be correct.
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Important factors, some of which are beyond our control, that could cause
actual results to differ materially from our historical results or those expressed or implied by these forward-looking statements include the following: effects of industry wide supply chain challenges and our ability to maintain adequate
inventory, changes in demand for our products and services, the seasonality and volatility of the boat industry, our acquisition and business strategies, the inability to comply with the financial and other covenants and metrics in our credit
facilities, cash flow and access to capital, effects of the COVID-19 pandemic and related governmental actions or restrictions on the Company’s business, risks related to the ability to realize the anticipated benefits of any proposed
acquisitions, including the risk that proposed acquisitions will not be integrated successfully, the timing of development expenditures, and other risks. More information on these risks and other potential factors that could affect our
financial results is included in our filings with the Securities and Exchange Commission, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report
on Form 10-K for the fiscal year ended September 30, 2021 and in our subsequently filed Quarterly Reports on Form 10-Q, each of which is on file with the SEC and available from OneWater Marine’s website at www.onewatermarine.com under the “Investors” tab, and in other documents OneWater Marine files with the SEC. Any forward-looking statement speaks only as of the date as of
which such statement is made, and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.
Investor or Media Contact:
Jack Ezzell
Chief Financial Officer