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EX-10.1 - EXHIBIT 10.1 - OneWater Marine Inc.brhc10019725_ex10-1.htm
8-K - 8-K - OneWater Marine Inc.brhc10019725_8k.htm

Exhibit 99.1


 

OneWater Marine Inc. Announces Fiscal First Quarter 2021 Results
Agile sales and marketing teams deliver strong sales;
Significant M&A activity expected to accelerate 2021 growth
 
Fiscal First Quarter 2021 Highlights


Revenue increased 39% to $214.1 million
 

Same-store sales increased 38%
 

Net income increased to $11.8 million, or $0.71 per diluted share
 

Adjusted EBITDA1  increased to $16.7 million
 

Completed three of the largest acquisitions in company history
 
BUFORD, GA – February 4, 2021 – OneWater Marine Inc. (NASDAQ: ONEW) (“OneWater” or the “Company”) today announced results for its fiscal first quarter ended December 31, 2020.

“The OneWater team delivered outstanding results in the fiscal first quarter, in what is seasonally the lowest sales quarter of our fiscal year, which highlights the agility of our sales and marketing team and the power of our digital platform. Our VIP and other in-house marketing events were well attended and highly successful, absent select organized boat shows, increasing sales nearly 40% year-over-year as boaters secured new boats in preparation for the upcoming boating season. With tight inventory across the industry, we worked to ensure customers had access to our nationwide inventory to select the boat they desired,” commented Austin Singleton, Chief Executive Officer at OneWater.

“We’ve had an eventful start to fiscal 2021 including closing on three of the largest acquisitions in OneWater history. These acquisitions historically generated in excess of $125 million in revenue on an annual basis and we are focused on integrating these businesses into the OneWater family and leveraging our successful post-acquisition playbook to implement improvements and introduce best practices. Our liquidity is strong, and we remain committed to executing our multi-tiered growth strategy through acquisitions and the expansion of our high-margin business, further driving long-term shareholder value,” Mr. Singleton concluded.

For the Three Months Ended December 30
 
2020
   
2019
   
$ Change
   
% Change
 
   
(unaudited, $ in thousands)
 
Revenues
                       
New boat sales
 
$
151,828
   
$
102,852
   
$
48,976
     
47.6
%
Pre-owned boat sales
   
38,580
     
33,071
     
5,509
     
16.7
%
Finance & insurance income
   
5,963
     
4,325
     
1,638
     
37.9
%
Service, parts & other sales
   
17,712
     
13,450
     
4,262
     
31.7
%
Total revenues
 
$
214,083
   
$
153,698
   
$
60,385
     
39.3
%

Fiscal First Quarter 2021 Results

Revenue for the fiscal first quarter 2021 was $214.1 million, an increase of 39.3% compared to $153.7 million in fiscal first quarter 2020, due primarily to a significant increase in new unit sales and a modest increase in the average unit price of new and pre-owned boats. During the fiscal first quarter 2021 same-store sales increased 38% on top of a 17% increase in the comparable period of 2020.

Gross profit totaled $52.4 million for the fiscal first quarter 2021, compared to $32.2 million for the fiscal first quarter 2020. Gross profit margin of 24.5% for the three months ended December 31, 2020 increased 360 basis points compared to the prior year primarily due to a shift in the mix and size of boat models sold, the Company’s focus on dynamic pricing, increases in service, parts & other sales and finance & insurance.

1
See reconciliation of Non-GAAP financial measures below.


 

Fiscal first quarter 2021 selling, general and administrative expenses (“SG&A”) totaled $34.9 million, or 16.3% of revenue, compared to $28.3 million, or 18.4% of revenue, in the fiscal first quarter of 2020. The decrease in selling, general and administrative expenses as a percentage of revenue was primarily due to the Company’s ability to leverage its existing expense structure to support the increase in revenue, reduction in selling expenses, including boat shows, partially offset by an increase in public company expenses.

Net income for the fiscal first quarter of 2021 increased sharply to $11.8 million, compared to a net loss of $1.1 million in the fiscal first quarter of 2020. The significant increase was primarily due to higher sales and gross margins on boats sold in the period, an increase in SG&A and a reduction in interest expense.

Fiscal first quarter 2021 Adjusted EBITDA (see reconciliation of Non-GAAP financial measures below) increased to $16.7 million, compared to $1.2 million for the fiscal first quarter of 2020.

As of December 31, 2020, the Company’s cash and cash equivalents balance was $26.0 million, an increase of $15.5 million compared to $10.5 million as of December 31, 2019.

The combined $83.9 million in total purchase price for the recent acquisitions, including the real estate associated with Roscioli Yachting Center, was funded by $47.6 million of cash, $30.0 Million from the Company’s revolving line of credit, $2.1 million in seller notes payable and $4.2 million in estimated acquisition contingent consideration. Subsequent to quarter-end, the Company expanded its Term Loan credit facility by $30 million and used the proceeds to pay down the revolving line of credit. In addition to cash and its revolving line of credit, the Company had additional liquidity under the floor plan credit facility. Total inventory as of December 31, 2020 increased sequentially to $196.1 million compared to $150.1 million on September 30, 2020, primarily due to the anticipated seasonal increase and manufacturer replenishments.

Fiscal Year 2021 Guidance

For fiscal full year 2021, OneWater anticipates same store sales to increase by mid-single digits. Including the three acquisitions that closed in the fiscal first quarter of 2021, the Company now expects Adjusted EBITDA for the full fiscal year to be in the range of $95 million to $100 million and diluted earnings per share to be in the range of $4.00 to $4.20, excluding any additional acquisitions that might be completed during the year.

Conference Call and Webcast

OneWater will host a conference call to discuss its fiscal first quarter earnings on Thursday, February 4, 2021 at 8:30 am Eastern time. The conference call may be accessed by dialing (866) 220-5793 in the U.S./Canada or (615) 622-8064 for participants outside the U.S./Canada using the Conference ID #8459613. 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.

About OneWater Marine Inc.

OneWater Marine Inc. is one of the largest and fastest-growing premium recreational boat retailers in the United States. OneWater operates 69 stores throughout 10 different states, seven 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, parts and accessories, finance and insurance products, maintenance and repair services and ancillary services such as boat storage.


 

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 as a measure 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.

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 the fair value of warrant liability, gain (loss) on contingent consideration, gain (loss) on extinguishment of debt and transaction costs. See reconciliation below.

Our board of directors, management team and lenders use Adjusted EBITDA to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization) and other items (such as the fair value adjustment of the warrants, gain or loss on 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.

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.

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: changes in demand for our products and services, the seasonality and volatility of the boat industry, our acquisition strategies, the inability to comply with the financial and other covenants and metrics in our credit facilities, cash flow and access to capital, effects of the COVID-19 pandemic on the Company’s business, 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, 2020, filed with the SEC on December 3, 2020. 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
IR@OneWaterMarine.com


 

ONEWATER MARINE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands except per share data)
(Unaudited)
 
   
For the three months ended December 31,
 
   
2020
   
2019
 
Revenues
           
New boat sales
 
$
151,828
   
$
102,852
 
Pre-owned boat sales
   
38,580
     
33,071
 
Finance & insurance income
   
5,963
     
4,325
 
Service, parts & other sales
   
17,712
     
13,450
 
Total revenues
   
214,083
     
153,698
 
                 
Gross Profit
               
New boat
   
29,296
     
16,897
 
Pre-owned boat
   
8,128
     
5,205
 
Finance & insurance
   
5,963
     
4,325
 
Service, parts & other
   
9,049
     
5,762
 
Total gross profit
   
52,436
     
32,189
 
                 
Selling, general and administrative expenses
   
34,860
     
28,305
 
Depreciation and amortization
   
963
     
760
 
Transaction costs
   
200
     
437
 
Loss on contingent consideration
   
377
     
-
 
Income from operations
   
16,036
     
2,687
 
                 
Other expense (income)
               
Interest expense – floor plan
   
920
     
2,659
 
Interest expense – other
   
924
     
1,853
 
Change in fair value of warrant liability
   
-
     
(771
)
Other (income) expense, net
   
(94
)
   
13
 
Total other expense, net
   
1,750
     
3,754
 
Income (loss) before income tax expense
   
14,286
     
(1,067
)
Income tax expense
   
2,511
     
-
 
Net income (loss)
   
11,775
     
(1,067
)
Less: Net income attributable to non-controlling interests
           
247
 
Net loss attributable to One Water Marine Holdings, LLC
         
$
(1,314
)
Less: Net income attributable to non-controlling interests of One Water Marine Holdings, LLC
   
(3,987
)
       
Net income attributable to OneWater Marine Inc
 
$
7,788
         
                 
Earnings per share of Class A common stock – basic
 
$
0.72
         
Earnings per share of Class A common stock – diluted
 
$
0.71
         
                 
Basic weighted-average shares of Class A common stock outstanding
   
10,776
         
Diluted weighted-average shares of Class A common stock outstanding
   
10,986
         


 
 
ONEWATER MARINE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
($ in thousands, except par value and share data)
(Unaudited)

   
December 31,
2020
   
December 31,
2019
 
Cash
 
$
25,952
   
$
10,461
 
Restricted cash
   
3,984
     
250
 
Accounts receivable, net
   
14,499
     
9,574
 
Inventories
   
196,114
     
313,837
 
Prepaid expenses and other current assets
   
13,307
     
11,945
 
Total current assets
   
253,856
     
346,067
 
                 
Property and equipment, net
   
62,833
     
17,489
 
                 
Other assets:
               
Deposits
   
392
     
345
 
Deferred tax assets
   
14,690
     
-
 
Identifiable intangible assets
   
74,004
     
61,304
 
Goodwill
   
142,274
     
113,059
 
Total other assets
   
231,360
     
174,708
 
Total assets
 
$
548,049
   
$
538,264
 
                 
Accounts payable
 
$
10,545
   
$
5,610
 
Other payables and accrued expenses
   
14,161
     
14,188
 
Customer deposits
   
23,386
     
7,736
 
Notes payable – floor plan
   
170,320
     
264,481
 
Current portion of long-term debt
   
10,481
     
6,823
 
Total current liabilities
   
228,893
     
298,838
 
                 
Other long-term liabilities
   
5,651
     
1,569
 
Warrant liability
   
-
     
50,116
 
Tax receivable agreement liability
   
17,556
     
-
 
Long-term debt, net of current portion and unamortized debt issuance costs
   
111,466
     
67,013
 
Total liabilities
   
363,566
     
417,536
 
                 
Redeemable preferred interest in subsidiary
   
-
     
87,053
 
                 
Members’ equity
   
-
     
27,961
 
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued and outstanding as of December 31, 2020 and December 31, 2019
   
-
     
-
 
Class A common stock, $0.01 par value, 40,000,000 shares authorized, 10,867,291 shares issued and outstanding as of December 31, 2020 and none issued and outstanding as of December 31, 2019
   
109
     
-
 
Class B common stock, $0.01 par value, 10,000,000 shares authorized, 4,108,007 shares issued and outstanding as of December 31, 2020 and none issued and outstanding as of December 31, 2019
   
41
     
-
 
Additional paid-in capital
   
111,859
     
-
 
Retained earnings
   
24,545
     
-
 
Total stockholders’ equity attributable to OneWater Marine Inc. and members’ equity
   
136,554
     
27,961
 
Equity attributable to non-controlling interests
   
47,929
     
5,714
 
Total stockholders’ and members’ equity
   
184,483
     
33,675
 
Total liabilities, stockholders’ and members’ equity
 
$
548,049
   
$
538,264
 


 
 
ONEWATER MARINE INC.
Reconciliation of Net Income to Adjusted EBITDA
($ in thousands)
(Unaudited)
 
   
For the three months ended December 31,
 
Description
 
2020
   
2019
 
Net income (loss)
 
$
11,775
   
$
(1,067
)
Interest expense – other
   
924
     
1,853
 
Income tax expense
   
2,511
     
-
 
Depreciation and amortization
   
963
     
760
 
Loss on contingent consideration
   
377
     
-
 
Transaction costs
   
200
     
437
 
Change in fair value of warrant liability
   
-
     
(771
)
Other (income) expense, net
   
(94
)
   
13
 
Adjusted EBITDA
 
$
16,656
   
$
1,225