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): February 2, 2023
 


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 2.02
Results of Operations and Financial Condition.
 
On February 2, 2023, OneWater Marine Inc. (the “Company”) issued a press release announcing the Company’s operating and financial results for the quarter ended December 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.
 
(d)
Exhibits.
 
Exhibit
Number
 
Description
 
Press Release issued by OneWater Marine Inc., dated February 2, 2023.
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).
*          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: February 2, 2023
   


3


Exhibit 99.1


OneWater Marine Inc. Announces Fiscal First Quarter 2023 Results
Revenues from acquisitions bolstered sales and margins as boat sales return
to more normalized seasonal sales patterns
 
Fiscal First Quarter 2023 Highlights

Revenue increased 9% to $367 million, a new fiscal first quarter record

Service, parts & other revenue surged 86% to $70 million

Same-store sales decreased 14% as seasonality returns

Gross profit margin of 30%, remains strong as expected

Net income was $11 million in the quarter or $0.61 per diluted share

Adjusted EBITDA1 of $28 million

Completed two strategic dealership acquisitions
 
BUFORD, GA – February 2, 2023 – OneWater Marine Inc. (NASDAQ: ONEW) (“OneWater” or the “Company”) today announced results for its fiscal first quarter ended December 31, 2022.

“Our first quarter results came in largely as we anticipated as the industry experienced a return to more normalized seasonality, with revenue growing high-single digits, on top of a 57% increase in the prior year. Notably, our high margin service, parts and other sales grew 86%, driven by strategic acquisitions over the last 18-months, strengthening our overall gross margins as expected,” commented Austin Singleton, Chief Executive Officer at OneWater. “Signs are pointing to a strong selling season, with positive boat show activity and healthy demand levels, but given the considerable amount of unknowns driven by a cloudy macro-economic environment, we are lowering our full-year outlook.”
 
“Over the past two years, OneWater has successfully executed on our growth and diversification strategy, adding 38 dealership locations and building out our parts and service platform. As the industry returns to historical seasonal cycles, we believe our flexible and diversified operating model positions us to continue to outperform the market and return value to our shareholders.”

For the Three Months
Ended December 31
 
2022
   
2021
   
$ Change
   
% Change
 
Revenues
 
(unaudited, $ in thousands)
 
New boat
 
$
232,405
   
$
236,198
   
$
(3,793
)
   
(1.6
%)
Pre-owned boat
   
55,778
     
53,449
     
2,329
     
4.4
%
Finance & insurance income
   
8,934
     
9,307
     
(373
)
   
(4.0
)%
Service, parts & other
   
69,542
     
37,318
     
32,224
     
86.3
%
Total revenues
 
$
366,659
   
$
336,272
   
$
30,387
     
9.0
%

Fiscal First Quarter 2023 Results
 
Revenue for fiscal first quarter 2023 was $366.7 million, an increase of 9.0% compared to $336.3 million in fiscal first quarter 2022. The growth was primarily attributable to strong service, parts and other sales from acquired businesses. During fiscal first quarter 2023 same-store sales decreased 14% following a 28% and 38% increase in fiscal first quarter 2022 and 2021, respectively. We believe the decline is primarily due to the return of seasonality in the business where we realize lower sales and higher levels of inventory in the fiscal first quarter. Historically, the December 31 quarter has represented approximately 15% of our annual sales, which has been bolstered by our investments in service, parts & other sales. The timing of sales from quarter to quarter can also fluctuate based on our ability to deliver presold boats to our customers, and sales activity remains lean in areas of Florida that were heavily impacted by Hurricane Ian as customers continue to rebuild.


New boat revenue decreased 1.6%, driven by a decrease in unit sales, muted by an increase in average unit price. Pre-owned boat revenue increased 4.4% compared to the prior year quarter, driven by an increase in unit sales. Finance & insurance income decreased 4.0% compared to the prior year quarter. Service, Parts and other sales were up 86.3% compared to the prior year quarter, largely as a result of the Company’s strategic focus on expanding its high margin, less cyclical revenue streams.

Gross profit totaled $110.0 million for fiscal first quarter 2023, up $9.0 million from $101.0 million for fiscal first quarter 2022. Gross profit margin of 30.0% was flat compared to the prior year period, due primarily to the shift in the volume, mix and size of boat models sold during the quarter, offset by the significant increase in higher margin service, parts & other revenue.
 
Fiscal first quarter 2023 selling, general and administrative expenses totaled $77.8 million, or 21.2% of revenue, compared to $59.1 million, or 17.6% of revenue, in fiscal first quarter 2022. The increase in selling, general and administrative expenses as a percentage of revenue was due primarily to higher personnel expenses related to acquisitions as well as higher marketing expenses related to the increased boat show activity during the quarter.

Net income for fiscal first quarter 2023 totaled $11.4 million, compared to $23.5 million in fiscal first quarter 2022.
Earnings per diluted share for fiscal first quarter 2023 was $0.61 per diluted share, compared to $1.45 per diluted share in 2022. For fiscal first quarter 2023, interest expense increased $10.0 million compared to the prior year driven by an increase in the average outstanding borrowings and higher interest rates.

Fiscal first quarter 2023 Adjusted EBITDA1 decreased 32.0% to $27.9 million compared to $41.0 million for first quarter 2022.

As of December 31, 2022, the Company’s cash and cash equivalents balance was $43.5 million and total liquidity, including cash and availability under credit facilities, was in excess of $100.0 million. Total inventory as of December 31, 2022, increased year-over-year to $527.0 million compared to $248.2 million on December 31, 2021, primarily driven by acquisitions completed during the year, the return of the traditional seasonal cycles where we build inventory in the winter months and the continued easing of industry-wide supply chain constraints.

Total long-term debt as of December 31, 2022, was $463.9 million, and adjusted long-term net debt (net of $43.5 million cash)1 was 1.8 times trailing twelve-month Adjusted EBITDA1.

Fiscal Year 2023 Guidance

The Company’s is updating its previously issued fiscal full year 2023 outlook. For fiscal full year 2023, OneWater now anticipates same store sales to be flat to up mid-single digits. Adjusted EBITDA2 is expected to be in the range of $200 million to $225 million and earnings per diluted share is expected to be in the range of $7.50 to $8.00.

Conference Call and Webcast

OneWater will host a conference call to discuss its fiscal first quarter earnings on Thursday, February 2, 2023, at 8:30 am Eastern time.  To access the conference call via phone, participants will need to register using the following link where they will be provided a phone number and access code: 
https://register.vevent.com/register/BI7ed348a781b44352aadaa744402ac065
Alternatively, a live webcast of the conference call 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.
2 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.


ONEWATER MARINE INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands except per share data)
(Unaudited)
 
   
Three Months Ended
December 31,
 
   
2022
   
2021
 
Revenues
           
New boat
 
$
232,405
   
$
236,198
 
Pre-owned boat
   
55,778
     
53,449
 
Finance & insurance income
   
8,934
     
9,307
 
Service, parts & other
   
69,542
     
37,318
 
Total revenues
   
366,659
     
336,272
 
                 
Gross Profit
               
New boat
   
57,147
     
60,302
 
Pre-owned boat
   
15,474
     
14,079
 
Finance and insurance
   
8,934
     
9,307
 
Service, parts & other
   
28,433
     
17,277
 
Total gross profit
   
109,988
     
100,965
 
                 
Selling, general and administrative expenses
   
77,838
     
59,096
 
Depreciation and amortization
   
5,693
     
1,749
 
Transaction costs
   
1,330
     
3,045
 
Change in fair value of contingent consideration
   
(1,409
)
   
5,746
 
Income from operations
   
26,536
     
31,329
 
                 
Other expense (income)
               
Interest expense – floor plan
   
4,779
     
877
 
Interest expense – other
   
7,584
     
1,529
 
Other (income) expense, net
   
(639
)
   
548
 
Total other expense, net
   
11,724
     
2,954
 
Income before income tax expense
   
14,812
     
28,375
 
Income tax expense
   
3,384
     
4,889
 
Net income
   
11,428
     
23,486
 
Less: Net income attributable to non-controlling
interests
   
(1,365
)
   
-
 
Less: Net income attributable to non-controlling interests of One Water Marine Holdings, LLC
   
(1,163
)
   
(3,467
)
Net income attributable to OneWater Marine Inc.
 
$
8,900
   
$
20,019
 
                 
Earnings per share of Class A common stock – basic
 
$
0.62
   
$
1.50
 
Earnings per share of Class A common stock – diluted
 
$
0.61
   
$
1.45
 
                 
Basic weighted-average shares of Class A common stock outstanding
   
14,297
     
13,380
 
Diluted weighted-average shares of Class A common stock outstanding
   
14,587
     
13,761
 


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

   
December 31,
2022
   
December 31,
2021
 
Assets
     
Current assets:
           
Cash
 
$
43,535
   
$
67,908
 
Restricted cash
   
14,673
     
6,861
 
Accounts receivable, net
   
63,613
     
37,643
 
Inventories, net
   
527,023
     
248,212
 
Prepaid expenses and other current assets
   
61,548
     
34,321
 
Total current assets
   
710,392
     
394,945
 
                 
Property and equipment, net
   
114,802
     
74,638
 
Operating lease right-of-use assets
   
126,760
     
118,054
 
Other assets:
               
Other assets
   
3,844
     
539
 
Deferred tax assets, net
   
7,248
     
32,956
 
Intangible assets, net
   
311,579
     
121,244
 
Goodwill
   
397,468
     
419,675
 
Total other assets
   
720,139
     
574,414
 
Total assets
 
$
1,672,093
   
$
1,162,051
 
                 
Liabilities and Stockholders’ Equity
               
Current liabilities:
               
Accounts payable
 
$
25,859
   
$
33,262
 
Other payables and accrued expenses
   
44,835
     
30,096
 
Customer deposits
   
60,084
     
56,986
 
Notes payable – floor plan
   
425,368
     
195,638
 
Current portion of operating lease liabilities
   
13,410
     
11,173
 
Current portion of long-term debt, net
   
29,247
     
19,420
 
Current portion of tax receivable agreement liability
   
2,363
     
915
 
Total current liabilities
   
601,166
     
347,490
 
                 
Long-term Liabilities:
               
Other long-term liabilities
   
19,850
     
29,617
 
Tax receivable agreement liability
   
43,991
     
45,290
 
Noncurrent operating lease liabilities
   
114,601
     
107,452
 
Long-term debt, net
   
434,670
     
327,008
 
Total liabilities
   
1,214,278
     
856,857
 
                 
Stockholders’ Equity:
               
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued and outstanding as of December 31, 2022 and September 30, 2022
   
-
     
-
 
Class A common stock, $0.01 par value, 40,000,000 shares authorized, 14,297,607 shares issued and outstanding as of December 31, 2022 and 13,852,296 issued and outstanding as of December 31, 2021
   
143
     
139
 
Class B common stock, $0.01 par value, 10,000,000 shares authorized, 1,429,940 shares issued and outstanding as of December 31, 2022 and December 31, 2021
   
14
     
14
 
Additional paid-in capital
   
182,113
     
166,411
 
Retained earnings
   
213,770
     
94,529
 
Accumulated other comprehensive income
   
3
     
-
 
Total stockholders’ equity attributable to OneWater Marine Inc.
   
396,043
     
261,093
 
Equity attributable to non-controlling interests
   
61,772
     
44,101
 
Total stockholders’ equity
   
457,815
     
305,194
 
Total liabilities and stockholders’ equity
 
$
1,672,093
   
$
1,162,051
 


ONEWATER MARINE INC.
Reconciliation of Non-GAAP Financial Measures
(amounts in thousands, except per share data)
(Unaudited)
 
   
Three months ended
December 31,
   
Trailing twelve
months ended
December 31,
 
   
2022
   
2021
   
2022
 
Net income
 
$
11,428
   
$
23,486
   
$
140,553
 
Interest expense – other
   
7,584
     
1,529
     
19,256
 
Income tax expense
   
3,384
     
4,889
     
41,720
 
Depreciation and amortization
   
6,182
     
1,749
     
20,730
 
Change in fair value of contingent consideration
   
(1,409
)
   
5,746
     
3,225
 
Loss on extinguishment of debt
   
-
     
-
     
356
 
Transaction costs
   
1,330
     
3,045
     
6,009
 
Other (income) expense, net
   
(639
)
   
548
     
2,606
 
Adjusted EBITDA
 
$
27,860
   
$
40,992
   
$
234,455
 

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 100 retail locations, 12 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 nonGAAP 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 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 define 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.

Dealership Same-Store Sales

We define Dealership 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 Dealership 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: effects of industry wide supply chain challenges including a heightened inflationary environment and our ability to maintain adequate inventory, changes in demand for our products and services, the seasonality and volatility of the boat industry, fluctuation in interest rates, adverse weather events, 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, 2022 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
IR@OneWaterMarine.com