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 6, 2020
 

 
OneWater Marine Inc.
 
(Exact name of registrant as specified in its charter)


 
Delaware
001-39213
83-4330138
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

6275 Lanier Islands Parkway
Buford, Georgia
 
30518
(Address of principal executive offices)
 
(Zip Code)

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:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
     
Class A common stock, par value $0.01 per share
ONEW
The Nasdaq Global Market

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 1.02
Termination of a Material Definitive Agreement.
 
As previously disclosed by OneWater Marine Inc. (the “Company”) in its Current Report on Form 8-K filed April 29, 2020, certain subsidiaries of the Company entered into separate promissory notes with Hancock Whitney Bank providing for loans under the Paycheck Protection Program (the “PPP”), established under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The Company met the qualifications to receive funds under the PPP at the time that it applied. However, on May 7, 2020, the Company announced that its financial results were better than expected and the funds were no longer necessary. Accordingly, the Company returned all funds borrowed under the PPP on May 6, 2020.
 
Item 7.01
Regulation FD Disclosure.
 
On May 7, 2020, the Company issued a press release announcing results for its fiscal second quarter ended March 31, 2020. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated into this Item 7.01 by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, 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.
 
(d) Exhibits.
 
Exhibit
Number
 
Description
 
Press Release issued by OneWater Marine Inc., dated May 7, 2020.*

* Furnished herewith.

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.
 
 
ONEWATER MARINE INC.
     
 
By:
/s/ Jack Ezzell
 
Name:
Jack Ezzell
 
Title:
Chief Financial Officer

Dated: May 7, 2020
 



Exhibit 99.1

 
   

OneWater Marine Inc. Announces Fiscal Second Quarter 2020 Results
Strong quarter despite volatile market conditions later in the quarter

Fiscal Second Quarter 2020 Highlights:


Revenue increased 5.1% to $190.0 million
 

Same-store sales declined 2.7%, driven by the effects of COVID-19 late in the quarter
 

Pre-owned boat sales increased 19.4% to $43.0 million
 

Finance & insurance income increased 27.2% to $8.1 million
 

Net income increased $5.9 million to $3.0 million
 

Adjusted EBITDA1 of $9.9 million, flat compared to prior year
 
BUFORD, GA – May 7, 2020 – OneWater Marine Inc. (NASDAQ: ONEW) (“OneWater” or the “Company”) today announced results for its fiscal second quarter ended March 31, 2020.

“Rising second quarter sales and a proven, adaptable business model contributed to a strong fiscal second quarter. Same-store sales through mid-March outpaced the prior year delivering approximately 10% growth year-over-year, but slowed significantly in the last two weeks of March as the COVID-19 pandemic spread across the U.S. Further, robust growth in finance & insurance income and pre-owned boat sales underscores the resiliency of our diversified portfolio,” commented Austin Singleton, Chief Executive Officer of OneWater. “Through the end of April, we have outperformed our expectations despite this unprecedented environment, as nearly all of our dealerships have remained open in some capacity. Our sales team quickly pivoted their selling strategies leveraging our proprietary technology tools, virtual walkthroughs and one-on-one appointments while adhering to social distancing guidelines, to deliver solid April boat sales, ahead of previous years.”

Mr. Singleton continued, “Our top priority remains the health and safety of our team members and customers as we navigate through this difficult environment. We have taken decisive actions to align our cost structure and remain focused on adapting to our new normal to meet shifting consumer demand. We believe while some form of social distancing will be with us through the summer months, boating provides a wonderful opportunity for people to get outdoors with their families while staying safe, which we believe will support continued boat sales, whether new or pre-owned. We believe we are well-positioned to take advantage of new opportunities in our markets as they present themselves and emerge from this crisis stronger.”

For the three months
ended March 31
 
2020
   
2019
   
$ Change
   
% Change
 
   
(unaudited, $ in thousands)
 
Revenues
                       
New boat sales
 
$
127,913
   
$
126,928
   
$
985
     
0.8
%
Pre-owned boat sales
   
42,992
     
36,015
     
6,977
     
19.4
%
Finance & insurance income
   
8,083
     
6,354
     
1,729
     
27.2
%
Service, parts & other sales
   
10,975
     
11,474
     
(499
)
   
(4.3
)%
Total revenues
 
$
189,963
   
$
180,771
   
$
9,192
     
5.1
%



1 See reconciliation of Non-GAAP financial measures below.


 
 
Second Quarter 2020 Results

Revenue for the fiscal second quarter 2020 was $190.0 million, an increase of 5.1% compared to $180.8 million in fiscal second quarter 2019, primarily driven by strong sales of pre-owned units and finance & insurance. During the fiscal second quarter 2020 we realized a 19.4% increase in pre-owned boat sales to $43.0 million from $36.0 million, in the prior year, and an increase of 27.2% in finance & insurance income to $8.1 million from $6.4 million, in the prior year period. Sales from stores recently acquired contributed to the fiscal second quarter increase in revenues but were partially offset by a 2.7% decrease in same-store sales.

Gross profit totaled $44.6 million for the fiscal second quarter 2020, compared to $39.7 million for the fiscal second quarter 2019, driven by the increased pre-owned unit sales and higher finance & insurance income. Gross profit margin of 23.5% increased 150 basis points compared to the prior year due primarily to a shift in the mix and size of boat models sold, the margin profile of recently acquired locations and the Company’s emphasis on expanding gross profit margins.

Fiscal second quarter 2020 selling, general and administrative expenses totaled $32.1 million, or 16.9% of sales, compared to $27.5 million, or 15.2% of sales, in the second quarter of 2019. The increase in selling, general and administrative expenses as a percentage of sales was due mainly to the acquired stores in the back half of fiscal year 2019.

Net income for the fiscal second quarter of 2020 totaled $3.0 million, compared to net loss of $3.0 million, in the fiscal second quarter of 2019. The increase is primarily due to the timing of a $12.3 million reduction in income related to the non-cash change in fair value of warrants recognized in the prior year, partially offset by higher interest expense, income taxes and transaction costs in the current year. Post-IPO, OneWater’s share count changed dramatically as a result of the stock split and share offering. Additionally, the warrant liability and redeemable preferred interest were also converted and repaid, respectively, at the IPO.

Fiscal second quarter 2020 Adjusted EBITDA (see reconciliation of Non-GAAP financial measures) was essentially flat at $9.9 million, compared to the fiscal second quarter of 2019.

At March 31, 2020, the Company’s cash and cash equivalents balance was $20.4 million, an increase of $4.9 million compared to $15.5 million at March 31, 2019 and nearly double the balance at December 31, 2019. The Company also had $10.0 million of availability on its revolving line of credit at March 31, 2020. Total inventory at March 31, 2020 increased to $333.4 million compared to $298.5 million at March 31, 2019, primarily due to the inventory related to the dealerships we acquired during the second half of fiscal year 2019.

2020 Guidance

In light of the significant uncertainty that exists as a result of the COVID-19 pandemic, on March 26, 2020, OneWater announced it withdrew its fiscal year 2020 guidance.

Conference Call and Webcast

OneWater will host a conference call to discuss its fiscal second quarter 2020 earnings on Thursday, May 7, 2020 at 7:30 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 #3618958. 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 63 stores throughout 11 different states, eight 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 to their corresponding GAAP measures because certain items that impact these measures are unavailable or cannot be reasonably predicted without unreasonable efforts.

Adjusted EBITDA

We define Adjusted EBITDA as net income (loss) before interest expense – other, income taxes, depreciation and amortization and other expense (income), further adjusted to eliminate the effects of items such as the change in the fair value of warrants, contingent consideration and transaction costs.

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 settlement contingent consideration 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. 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: decline 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 the prospectus filed in connection with our initial public offering. 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)

   
Three Months Ended March 31,
   
Six Months Ended March 31,
 
   
2020
   
2019
   
2020
   
2019
 
Revenues
                 
New boat sales
 
$
127,913
   
$
126,928
   
$
226,015
   
$
194,492
 
Pre-owned boat sales
   
42,992
     
36,015
     
80,813
     
55,929
 
Finance & insurance income
   
8,083
     
6,354
     
12,408
     
8,518
 
Service, parts & other sales
   
10,975
     
11,474
     
24,425
     
25,110
 
Total revenues
   
189,963
     
180,771
     
343,661
     
284,049
 
                                 
Gross Profit
                               
New boat gross profit
   
24,125
     
22,148
     
40,626
     
34,390
 
Pre-owned boat gross profit
   
7,183
     
6,177
     
12,784
     
9,210
 
Finance & insurance gross profit
   
8,083
     
6,354
     
12,408
     
8,518
 
Service, parts & other gross profit
   
5,193
     
5,046
     
10,955
     
10,926
 
Total gross profit
   
44,584
     
39,725
     
76,773
     
63,044
 
                                 
Selling, general and administrative expenses
   
32,146
     
27,548
     
60,586
     
49,177
 
Depreciation and amortization
   
791
     
585
     
1,551
     
1,192
 
Transaction costs
   
2,925
     
444
     
3,362
     
742
 
Gain on settlement of contingent consideration
   
-
     
(1,655
)
   
-
     
(1,655
)
Income from operations
   
8,722
     
12,803
     
11,274
     
13,588
 
                                 
Other expense (income)
                               
Interest expense – floor plan
   
2,525
     
2,210
     
5,184
     
3,997
 
Interest expense – other
   
2,457
     
1,294
     
4,310
     
2,522
 
Change in fair value of warrant liability
   
-
     
12,295
     
(771
)
   
7,600
 
Other expense (income), net
   
289
     
(45
)
   
167
     
(90
)
Total other expense, net
   
5,271
     
15,754
     
8,890
     
14,029
 
Income (loss) before income tax expense
   
3,451
     
(2,951
)
   
2,384
     
(441
)
Income tax expense
   
472
     
-
     
472
     
-
 
Net income (loss)
   
2,979
     
(2,951
)
   
1,912
     
(441
)
                                 
Less: Net income attributable to non-controlling interests
   
(103
)
   
(270
)
   
(350
)
   
(546
)
Net loss attributable to One Water Marine Holdings, LLC
         
$
(3,221
)
         
$
(987
)
Plus: Net loss attributable to non-controlling interests of One Water Marine Holdings, LLC
   
(1,791
)
           
(477
)
       
Net income attributable to OneWater Marine Inc.
 
$
1,085
           
$
1,085
         
                                 
Earnings per share of Class A common stock – basic (1)
 
$
0.18
           
$
0.18
         
Earnings per share of Class A common stock – diluted (1)
 
$
0.18
           
$
0.18
         
                                 
Basic weighted-average shares of Class A common stock outstanding (1)
   
6,088
             
6,088
         
Diluted weighted-average shares of Class A common stock outstanding (1)
   
6,088
             
6,088
         

 
(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 March 31, 2020, the period following the organizational transactions and OneWater Marine Inc.’s initial public offering.


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

   
March 31,
2020
   
March 31,
2019
 
Cash
 
$
20,401
   
$
15,489
 
Restricted cash
   
567
     
1,536
 
Accounts receivable
   
19,839
     
25,981
 
Inventories
   
333,377
     
298,519
 
Prepaid expenses and other current assets
   
11,817
     
1,153
 
Total current assets
   
386,001
     
342,678
 
                 
Property and equipment, net
   
16,699
     
21,835
 
                 
Other assets:
               
Deposits
   
364
     
333
 
Deferred tax asset
   
2,845
     
-
 
Identifiable intangible assets
   
61,304
     
55,724
 
Goodwill
   
113,059
     
104,267
 
Total other assets
   
177,572
     
160,324
 
Total assets
 
$
580,272
   
$
524,837
 
                 
Accounts payable
 
$
7,819
   
$
12,824
 
Other payables and accrued expenses
   
8,547
     
12,535
 
Customer deposits
   
13,471
     
11,111
 
Notes payable – floor plan
   
294,262
     
263,235
 
Current portion of long-term debt
   
7,012
     
3,344
 
Total current liabilities
   
331,111
     
303,049
 
                 
Other long-term liabilities
   
1,540
     
900
 
Warrant liability
   
-
     
59,823
 
Long-term debt, net of current portion and unamortized
debt issuance costs
   
108,954
     
62,954
 
Total liabilities
   
441,605
     
426,726
 
                 
Redeemable preferred interest in subsidiary
   
-
     
83,620
 
                 
Members' equity
   
-
     
9,351
 
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued and outstanding as of March 31, 2020 and March 31, 2019
   
-
     
-
 
Class A common stock, $0.01 par value, 40,000,000 shares authorized, 6,087,906 shares issued and outstanding as of March 31, 2020 and none issued and outstanding as of March 31, 2019
   
61
     
-
 
Class B common stock, $0.01 par value, 10,000,000 shares authorized, 8,462,392 shares issued and outstanding as of March 31, 2020 and none issued and outstanding as of March 31, 2019
   
85
     
-
 
Additional paid-in capital
   
56,730
     
-
 
Retained earnings
   
1,085
     
-
 
Total stockholders’ equity attributable to OneWater Marine Inc. and members’ equity
   
57,961
     
9,351
 
Equity attributable to non-controlling interests
   
80,706
     
5,140
 
Total stockholders’ and members’ equity
   
138,667
     
14,491
 
Total liabilities, stockholders’ and members' equity
 
$
580,272
   
$
524,837
 


 
 
ONEWATER MARINE INC.
Reconciliation of Net Income (Loss) to Adjusted EBITDA
($ in thousands)
(Unaudited)

   
Three months ended
March 31
   
Six months ended
March 31
 
Description
 
2020
   
2019
   
2020
   
2019
 
Net income (loss)
 
$
2,979
   
$
(2,951
)
 
$
1,912
   
$
(441
)
Interest expense – other
   
2,457
     
1,294
     
4,310
     
2,522
 
Income taxes
   
472
     
-
     
472
     
-
 
Depreciation and amortization
   
791
     
585
     
1,551
     
1,192
 
Gain on settlement of contingent consideration
   
-
     
(1,655
)
   
-
     
(1,655
)
Transaction costs (1)
   
2,925
     
444
     
3,362
     
742
 
Change in fair value of warrant liability (2)
   
-
     
12,295
     
(771
)
   
7,600
 
Other expense (income), net
   
289
     
(45
)
   
167
     
(90
)
Adjusted EBITDA
 
$
9,913
   
$
9,967
   
$
11,003
   
$
9,870
 
 



(1)
Consists of transaction costs related to the Company’s fiscal year 2019 acquisitions and costs related to the Company’s initial public offering (“IPO”).
 

(2)
Represents the non-cash expense recognized during the period for the change in the fair value of the warrants, which were exercised at the IPO, that were previously accounted for as a liability on our balance sheets.