OneWater Marine Inc. (NASDAQ: ONEW) (“OneWater” or “the Company”)
announced today that it has entered into a definitive agreement to
acquire a majority interest, in Quality Boats. The transaction will
expand the Company’s presence on the west coast of Florida and
enhances new and pre-owned boat sales and parts and services
offerings. For the full calendar year 2021, Quality Boats is
expected to generate approximately $140 million in sales and $20
million in EBITDA1. The transaction is expected to be immediately
accretive to OneWater.
“We could not be more excited to welcome the
Quality Boats team into the OneWater family. Their significant
presence in one of the hottest boating markets in the US and
commitment to quality are just a few of the reasons why Quality
Boats is an award-winning dealership group and a fantastic fit for
the OneWater family,” said Austin Singleton, Chief Executive
Officer for OneWater. “I am personally thrilled to welcome my
long-time friends, Dave and Dan Bair, to the OneWater team, and
look forward to the exciting future of our company.”
“Growing up in Clearwater, FL, I have always
seen Quality Boats as a well respected and fierce competitor in the
market place,” said Anthony Aisquith, Chief Operating Officer of
OneWater. “Their reputation for taking care of customers by their
well trained sales and service teams is second to none. Dave and
Dan Bair are fantastic operators, and are very highly regarded as
leaders within the marine industry. I am excited to be working with
long-time friends and eager to see the possibilities that our
combined operations will generate in the future.”
Quality Boats’ many accolades include the
National Marine Manufacturers Association distinction as one of the
top dealers in the world in overall customer satisfaction. In
addition, Quality Boats was named Boating Industry’s number one
dealer in both 2020 and 2019. It is also the leading dealer for
many of its premier brands for the 2021 model year, including:
- Number one Grady White dealer
worldwide;
- Number one single dealer for
Pursuit worldwide;
- Number two single Regal dealer
worldwide; and,
- Number two single Tiara dealer
worldwide.
________________________1 See "Non-GAAP
Financial Measures" at the end of this release for a discussion of
EBITDA. We have not provided a reconciliation of EBITDA projections
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. Accordingly, a reconciliation of forward
looking EBITDA is not available without unreasonable efforts.
Dave Bair, co-owner of Quality Boats, said, “We
are equally as thrilled to be joining the OneWater family, a
dealership group we have admired for many years. This is an
exciting time in the marine industry, and we are proud to combine
forces with OneWater to further expand on the goals and vision our
father established nearly 50 years ago.”
Family-owned and operated since its founding by
Ted Bair in 1973, Quality Boats operates four locations on the west
coast of Florida including Clearwater, Clearwater Beach, Sarasota
and Englewood. Quality Boats’ premier service offering includes
factory authorized and trained technicians and top notch
facilities. It operates a strategic waterfront service department
on the Gulf side of Clearwater, offering customers a convenient and
efficient service experience. Quality Boats is an exclusive
authorized dealer for premier boating brands, including
Grady-White, Pursuit, Regal, Tiara, Crevalle and Sea Pro.
The transaction is expected to close in the next
90 days, and is subject to usual and customary closing conditions.
OneWater is anticipated to acquire an 80% interest in Quality
Boats, while the Sellers, David and Dan Bair, will retain the
remaining interest. OneWater has obtained an option to acquire the
remaining 20% interest at a stated price, and at its sole
discretion, for a period of five years.
Non-GAAP Financial Measures
This press release contains EBITDA, a non-GAAP
financial measure. We define EBITDA as net income (loss) before
interest expense – other, income tax expense, depreciation and
amortization and other (income) expense. This measure should not be
construed as an alternative to any other measure of performance
determined in accordance with GAAP. Because non-GAAP financial
measures may be defined differently by other companies, our
definition of such non-GAAP financial measures may not be
comparable to similarly titled measures of other companies, thereby
diminishing its utility. We have not reconciled EBITDA guidance to
its corresponding GAAP measure due to the high variability and
difficulty in making accurate forecasts and projections,
particularly with respect to acquisition contingent consideration
and transaction costs. Accordingly, a reconciliation of forward
looking EBITDA is not available without unreasonable effort.
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 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.
Investor or Media Contact:Jack
EzzellChief Financial OfficerIR@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, future
operations, financial position, prospects, plans and objectives of
management, growth rate and its expectations regarding future
revenue, operating income or loss or earnings, loss per share or
earnings before interest, taxes, depreciation and amortization
(EBITDA). 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, decline in demand for our products and
services, restrictions on the availability of inventory, 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, 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.
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