OneWater Marine enters into a definitive agreement to acquire a majority interest in Quality Boats

OneWater Marine Inc. updates on its business operations © OneWater Marine Inc

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.

• Together with OneWater's previous acquisitions, OneWater will expand market share on Florida's west coast, currently one of the most attractive boating markets in the country
• Advances OneWater's growth strategy and creates significant opportunity to introduce additional offerings to Quality Boat's large and growing customer base
• Projected full calendar year 2021 sales of approximately $140 million and EBITDA¹ of $20 million
• Expected to be immediately accretive to top-line growth, operating margin and earnings per share

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.

¹See "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.

For more information visit www.onewatermarine.com.