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): October 21, 2021
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(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. ☐
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Item 2.02
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Results of Operations and Financial Condition.
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OneWater Marine Inc. (the “Company”) ceased to qualify as an “emerging growth company” as of September 30, 2021, as its annual gross
revenue exceeded $1.07 billion during its most recently completed fiscal year.
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Item 7.01
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Regulation FD Disclosure.
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On October 20, 2021, One Water Assets & Operations, LLC (the “Purchaser”), a subsidiary of the Company, entered into an Equity Purchase Agreement
with THMS Holdings, LLC, a Delaware limited liability company (“Seller”), THMS Inc., a Delaware corporation (“THMS Corp.”), and T-H Marine Supplies, LLC, a Delaware limited liability company (“T-H Marine,” and collectively with THMS Corp, the “Target
Companies”) to acquire the Target Companies (the “Acquisition”). T-H Marine is a provider of branded marine parts and accessories for OEM and aftermarket.
On October 21, 2021, the Company issued a press release announcing the Acquisition, copies of which are being furnished herewith
as Exhibit 99.1. The Company also issued an investor presentation in connection with the Acquisition. A copy of this investor presentation is furnished as Exhibit 99.2.
The information provided in this Item 7.01 (including Exhibits 99.1 and 99.2) shall not deemed to be “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Securities Act of 1933, as amended, other than to the extent that such filing incorporates by
reference any or all of such information by express reference thereto.
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit Number
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Description
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Press release of OneWater Marine Inc. issued October 21, 2021.
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Investor presentation of OneWater Marine Inc. dated October 21, 2021.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Forward-Looking Statements
The statements contained herein may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995, including regarding our strategy, our expectations with respect to the acquisition, 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: risks related to the satisfaction of the conditions to closing the Acquisition in the anticipated
timeframe or at all, risks related to the ability to realize the anticipated benefits of the Acquisition, including the possibility that the expected benefits from the proposed Acquisition will not be realized or will not be realized within the
expected time period, the risk that the businesses will not be integrated successfully, 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 or recent acquisitions within the anticipated timeframe or at all,
including the risk that proposed or recent 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, 2020 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.
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: Jack Ezzell
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Title: Chief Financial Officer
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Dated: October 21, 2021
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Exhibit 99.1
OneWater Marine Inc. Signs Definitive Agreement to Acquire T-H Marine, a Leading Provider of Branded Marine Parts and Accessories for OEMs and the
Aftermarket
Transaction Highlights:
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Advances OneWater’s growth and diversification strategy, expected to more than double the size of the services, parts & other sales, adding a highly
complementary portfolio of marine parts and accessories
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Provides opportunity to gain “share of wallet” with a more robust offering while enhancing profitability
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Expected to be immediately accretive to top-line growth, operating margins and earnings per share
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BUFORD, Ga., October 21, 2021 - OneWater Marine Inc. (NASDAQ: ONEW) (“OneWater” or “the Company”) announced today that it has entered into a
definitive agreement to acquire T-H Marine, a leading provider of branded marine parts and accessories, for approximately $185 million. The transaction is expected to close in the calendar fourth quarter of 2021.
“With its comprehensive product portfolio, reputation for innovation, omni-channel sales strategy, and ability to acquire and integrate niche
category leaders, we look forward to welcoming Jeff Huntley Sr., and his team into the OneWater Marine family,” said Austin Singleton, Chief Executive Officer for OneWater. “We believe T-H Marine represents a strong, natural fit with our service,
parts & other sales business and meaningfully increases our addressable market for marine parts and accessories. With a track record of increasing financial performance, we believe the addition of T-H Marine will further enhance our long-term
growth strategy as we continue to scale the business and drive value to our shareholders.”
Founded in 1975, and headquartered in Huntsville, Alabama, T-H Marine has transformed from a predominantly OEM supplier of parts into an industry
leading omni-channel marine platform. It serves the expanding aftermarket parts and accessories market through its e-commerce site, various marine and big box retail sites and marine distribution channels. The transaction will advance OneWater’s
growth and diversification strategy and is expected to more than double the size of its service, parts & other sales business with a highly complementary product portfolio of marine parts and accessories.
“Our history of accretive acquisitions is not only complementary to OneWater’s business model and growth strategy, but also provides an additional
platform for expansion. We look forward to working with the OneWater team to scale the business through organic investments and acquisitional growth,” said Jeff Huntley Sr., Chief Executive Officer for T-H Marine. “Joining OneWater will allow us to
further enhance our strategy of acquiring and growing businesses to serve all of our aftermarket and OEM customers with even more amazing products.”
The combination is expected to further reduce OneWater’s exposure to the cyclical nature of new boat sales, providing the Company with a more robust
and complete offering, at the same time, improving overall gross margins.
OneWater will be using a combination of cash and approximately $7 million in stock to fund the acquisition. In conjunction with the transaction, the
Company has received a commitment from Truist Securities to expand its current term facility by $200 million. The Company expects its net debt-to-Adjusted EBITDA ratio to be in the range of 1.2x to 1.7x after the transaction. The closing of the
transaction is anticipated during the fourth quarter of calendar 2021 and is subject to usual and customary closing conditions as well as regulatory review and approval.
Stifel acted as the exclusive financial advisor to OneWater, while Truist Securities will be providing committed financing for the transaction.
Citizens M&A Advisory is serving as the exclusive financial advisor to T-H Marine.
Conference Call and Webcast
OneWater will host a conference call to discuss this transaction on October 21, 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 #3089348. This call is also 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 71
retail 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.
Investor or Media Contact:
Jack Ezzell
Chief Financial Officer
IR@OneWaterMarine.com
Cautionary Statement Concerning Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including
regarding our strategy, our expectations with respect to the acquisition, 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: risks related to the satisfaction of the conditions to closing the acquisition in the anticipated timeframe or at all, risks related to the ability to realize the
anticipated benefits of the acquisition, including the possibility that the expected benefits from the proposed acquisition will not be realized or will not be realized within the expected time period, the risk that the businesses will not be
integrated successfully, 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 or recent acquisitions within the anticipated timeframe or at all, including the risk that proposed or recent 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, 2020 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.
Exhibit 99.2
T-H Marine AcquisitionOctober 2021
Disclaimer Cautionary Statement Concerning Forward-Looking Statements Information in this
presentation of OneWater Marine Inc. (“OneWater,” “ONEW,” the “Company,” “we,” or “us”), and any oral statements made in connection therewith, may contain “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, including regarding our strategy, our expectations with respect to the acquisition, 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: risks
related to the satisfaction of the conditions to closing the acquisition in the anticipated timeframe or at all, including the financing condition, risks related to the ability to realize the anticipated benefits of the acquisition, including
the possibility that the expected benefits from the proposed acquisition will not be realized or will not be realized within the expected time period, the risk that the businesses will not be integrated successfully, 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 or recent acquisitions within the anticipated timeframe or at all, including the risk that proposed or recent 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, 2020 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.Non-GAAP Financial
MeasuresThis presentation includes financial measures that are not presented in accordance with generally accepted accounting principles (“GAAP”), including Adjusted EBITDA. While management believes Adjusted EBITDA may be useful in performing
meaningful comparisons of past and present operating results, to understand the performance of its ongoing operations and how management views the business, it is not a measure of our financial performance under GAAP and should not be
considered in isolation or as an alternative to any measure of such performance derived in accordance with GAAP. Adjusted net income 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 warrant liability, loss on contingent consideration, loss on extinguishment of debt and transaction costs. Amounts excluded from these non-GAAP measures in
future periods could be significant and our current presentation of these non-GAAP measures should not be construed as an inference that our futureresults will be unaffected by unusual or non-recurring items. These non-GAAP measures have
limitations as analytical tools and you should not consider them in isolation or as substitutes for analysis of our results as reported under 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. IIndustry and Market DataThis presentation includes market data and other statistical information from third-party sources, including independent industry publications or other
published independent sources. Although we believe these third-party sources are reliable as of their respective dates, we have not independently verified the accuracy or completeness of this information. Some of the data is also based on our
good faith estimates, which are derived from our review of internal sources as well as the third-party sources described above.Trademarks and Trade NamesOneWater owns or has rights to various trademarks, service marks and trade names that it
uses in connection with the operation of its business. This presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. OneWater’s use or display of third parties’
trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with OneWater (except as stated herein) or an endorsement or sponsorship by or of OneWater. Solely for convenience,
the trademarks, service marks and trade names referred to in this prospectus may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that OneWater will not assert, to the fullest extent under
applicable law, its rights or the right of the applicable licensor to these trademarks, service marks and trade names.OtherCertain monetary amounts, percentages and other figures included in this presentation have been subject to rounding
adjustments. Percentage amounts included in this presentation have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this roadshow
may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere. Certain other amounts that appear in this presentation may not sum due to rounding.
Strategic rationale
T-H Marine Business Overview 1Management believes it provides parts to all recreational
power boats defined as 35 feet and under22021 includes a full years results for the recently completed acquisitions and exclude non-recurring expenses related to the prior ownership structure Company Highlights T-H Marine is the clear
industry leader providing parts and accessories to 100% of recreational1 boats produced in the United StatesComprehensive product portfolio of premium brandsSophisticated omni-channel model delivers products to customers through boat OEMs,
distributors, dealers, retailers, E-Commerce and direct-to-consumer channelsImpressive track record of integrating accretive acquisitions driving growth, profitability and sales volume in new categories Key Statistics2 20+Recognizable
Brands 20+ YearsAvg. Tenure of Top 10 Customers 50/50Aftermarket / OEM Revenue Split 14Acquisitions Completed ~$19M - $20M2021 Adj. EBITDA 5,000+SKUs ~$115M2021 Revenue 2021 $115MRevenue OEM Distributor Retailer E-Commerce
/ Company DTC Dealer Diverse Revenue Mix2 Channel Revenue Customer Revenue 50/50OEM vs. AFM 2021 6Distribution, Assembly, and Light Manufacturing Centers
T-H Marine provides a line of commonly used boating parts and accessories under its Boating
Essentials® line Select Brands Under The T-H Marine Umbrella 1 JACK PLATES RIGGING PLUMBING LED LIGHTING ACCESSORIES PERFORMANCE STORAGE Product Categories Select Customers By Channel BOAT
OEMS DISTRIBUTORS RETAILERS E-COMMERCE DIRECT TO CONSUMER DEALERS Comprehensive Suite of Branded, Innovative Products 1T-H Marine provides a line of commonly used boating parts and accessories under its Boating Essentials® line
100% of Recreational Boats1 5,000+ SKUs ~25 Product Patents Award Winning
Innovation Comprehensive Product Categories “From Bow to Stern” Diversified Suite of Marine Parts and Accessory Products 1Management believes it provides parts to all recreational power boats defined as 35 feet and under
Production Vertically-integrated sourcing and light manufacturing and assembly
model creates production flexibilityIn-house custom metal products and plastic injection molding capabilitiesAbility to increase revenue with existing capacity and infrastructureLong-term relationships with a predominantly domestic network of
suppliers and manufactures ensure supply chain stability Product Development Channel Demand Internal design team works with OEM customers to develop innovative productsSignificant in-house design and manufacturing capabilities increase
speed to market Proprietary products secured by patents to protect coveted brands and processesConstant new product development through internal idea generation and external acquisitions One-stop-shop for aftermarket and OEM customers with
over 5,000 SKUs across a comprehensive set of product categoriesSignificant demand from OEM customers, aftermarket distributors and big-box retailers to carry high demand, consumer favorite T-H Marine brandsStrategic relationships with
aftermarket customers provides T-H Marine real-time consumer purchasing habits thmarinesupplies.com Efficient and Nimble Production Model
$6B+ $4B+ $115M T-H Marine’s Revenue Total U.S. Marine OEM Product & Accessories
Market Total U.S. Marine Aftermarket Product & Accessories Market Clear Leader In Large And Expanding Market The U.S. marine parts and accessories market is estimated to be $10B+1 in annual revenueAftermarket boating parts and
accessories represent 60% of market spendOEM parts, which include more specialized / custom built products, account for 40% of market spendOEM sales were particularly strong in 2020, due to expectations for continued elevated boat sales over
the next several yearsT-H Marine’s OEM and distributor customers expect high market growth over the next several years in connection with large installed boat base Expand E-Commerce and DTC Sales Channels Pursue Strategic Acquisitions Expand
New and Existing Customer Relationships Innovative New Product Development Near-Term Growth Drivers Strong Roadmap for Next Phase of Growth 1Investor Group Services (“IGS”) market study, National Marine Manufacturers Association (“NMMA”),
U.S. Marine Parts and Accessories Market
Enhances competitive positioning Strong, natural fit with OneWater’s services, parts &
other sales business Trusted Advisor to OEMs for New Product Innovation Multifaceted Growth Opportunities Products Specified Into Designs Drive Replacement Sales Ability to Serve Customers in Multiple Product Categories Diverse Sales
Channels Creates Stability Brand Recognition Fuels Demand From Boat Owners Ability to leverage T-H Marine’s aftermarket parts / accessories and e-commerce expertise More robust offering provides opportunity to gain more “share of
wallet” Buy direct option improves parts & accessories product margin
Advances Growth & Diversification strategy Post-Transaction Service, Parts & Other
Sales ~16% Service, Parts & Other Sales 6% Fiscal Year 2020 Expected to more than double OneWater’s service, parts & other sales businessReduces impact of new boat cyclicalityProven history of accretive acquisitions aligns with
OneWater’s business model and growth strategy Strengthens position to further capitalize on sustainable momentum in marine and recreational boating sectorGlobal recreational boat market expected to grow 5% annually, surpassing $601 billion by
2026 ($ in Billions) Global Recreational Boat Market1 Strengthens position to capitalize on favorable industry trends 1Global Market Insights, Recreational Boating Market
Purchase Price $185 MillionMultiple in-line with similar P&A / distribution
transactionsExpect to close in calendar fourth quarter 2021 Value Creation Expected to be immediately accretive to top-line growth, operating margins and earnings per shareEnables platform for continued growthExpected to more than double
high-margin service, parts & other sales Funding Transaction to be funded through a combination of cash and approximately $7 million in stockCommitment from Truist Securities to expand current term facility by $200 millionAnticipate
proforma net debt-to-Adjusted EBITDA leverage approximately 1.2x – 1.7x at transaction close Financial summary