Winnebago Industries to Acquire Premium Pontoon Boat Manufacturer Barletta
-- Extends Winnebago Industries’ Marine Platform into the Attractive Pontoon Market Segment --
-- Accretive Acquisition Enhances Company Growth Profile with Addition of Barletta’s Fast-Growing, High-Quality Brand --
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Barletta was founded in 2017 with a focus on high-quality, innovative products, unrivaled service and strong dealer relationships, which has allowed the company to grow rapidly in the pontoon boat segment and establish a strong, differentiated position in the market. The privately-owned company manufactures a portfolio of premium pontoon boats and has a network of 125 dealer locations across the
"The acquisition of Barletta significantly expands Winnebago Industries’ presence in the strong and growing marine market by acquiring the fastest-growing brand within one of the most rapidly-growing boating segments," said
Barletta Pontoon Boats President and Founder
Following the close of the transaction, Barletta will operate as a distinct business unit within
- Extends Winnebago Industries’ Marine Platform into the Highly Attractive Pontoon Market Segment: The acquisition of Barletta broadens Winnebago Industries’ presence in the complementary and growing Marine market. Built on versatility, value and accessibility, pontoon boats represent the largest and one of the fastest-growing boating segments in
North America, growing at double-digit CAGR over the past 10 years. As the demand for products by outdoor enthusiasts continues to grow, an expanded marine platform will enable Winnebago Industriesto grow its customer reach and further balance its overall portfolio and revenue profile beyond recreational vehicles (RVs). Barletta’s premium pontoons are highly differentiated from Winnebago Industries’ Chris-Craft brand and have very limited dealer overlap with other Winnebago Industries brands. Additionally, the pontoon boat market segment provides an opportunity for Winnebago Industriesto leverage the intersections between the RV and marine lifestyles and customer demographics, enhance sales and share best practices across the entire Winnebago Industriesenterprise.
- Enhances Winnebago Industries’ Growth Profile with Barletta’s Fast-Growing, High-Quality Brand: Recognized for its quality and innovation in the premium pontoon boat category, Barletta has achieved a 60+% revenue CAGR since its first year of production in 2018 and is already ranked among the top ten pontoon manufacturers by market share. Barletta’s three main tiers of premium pontoons offer an extensive customer lifetime value runway as consumers upgrade over time. Barletta will benefit from Winnebago Industries’ proven framework for differentiation through unique approaches to quality, innovation and service, and the ability to leverage the Company’s operational expertise, supply chain relationships and resources to fuel product line expansion and broader geographic dealer penetration into untapped US markets.
- Attractive Financial Impact: The transaction is expected to be accretive to Winnebago Industries’ cash earnings per share starting in the first year after closing and will also be accretive to EBITDA margins. Barletta expects to generate approximately
$215 millionin calendar 2021 revenue and has a rapidly expanding margin profile – growing EBITDA margin from 8.7% in 2020 to 9.5% for the last twelve months as of March 31, 2021– with opportunities for continued, meaningful expansion over time.
- Deepens Winnebago Industries’ Bench of
Marine Talentand Expertise: The addition of Barletta’s deeply experienced management team, led by Bill Fenech, brings valuable marine expertise to Winnebago Industriesand enhances Winnebago Industries’ ability to develop new opportunities for continued growth. The Barletta team shares with Winnebago Industriesan unwavering focus on building high-quality products, serving as a true partner to dealers, delivering an unparalleled customer experience, and fostering a culture of teamwork and community for employees.
- The initial transaction consideration of
$255 millionis expected to be funded with $230 millionin cash on hand and $25 millionin newly-issued Winnebago Industriesstock upon closing, and Winnebago Industrieswill issue up to an additional $15 millionin Winnebago Industriesstock to Barletta ownership upon the achievement of performance milestones at the end of calendar 2021.
- The total
$270 millionexpected initial consideration values Barletta at approximately 8.5x Barletta’s estimated 2021 EBITDA, including $29.7 millionin acquired tax assets and excluding real estate assets also included in the transaction valued at approximately $15 million.
- Under the terms of the agreement, Barletta ownership is entitled to receive further cash payments of up to
$50 millionupon the achievement of certain performance milestones in calendar years 2022 and 2023.
- Following the close of the transaction,
Winnebago Industriesexpects to maintain its strong financial flexibility and balance sheet with a pro forma net debt to Adjusted EBITDA ratio following the acquisition of Barletta below the target range of 0.9 – 1.5x.
The transaction is expected to close early in Winnebago Industries’ first quarter of Fiscal 2022, subject to regulatory approvals and other customary closing conditions.
Lazard is serving as exclusive financial advisor to
About Barletta Pontoon Boats
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements are inherently uncertain and involve potential risks and uncertainties. A number of factors could cause actual results to differ materially from these statements, including, but not limited to risks relating to the Company’s proposed acquisition of Barletta Pontoon Boats and related companies (“Barletta”), including the possibility that the closing conditions to the contemplated transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant antitrust approval; delay in closing the transaction or the possibility of non-consummation of the transaction; the occurrence of any event that could give rise to termination of the Purchase Agreement; risks inherent in the achievement of expected financial results and cost synergies for the acquisition and the timing thereof; risks that the pendency, financing, and efforts to consummate the transaction may be disruptive to the Company or Barletta or their respective management teams; the effect of announcing the transaction on Barletta’s ability to retain and hire key personnel and maintain relationships with customers, suppliers and other third parties; risks related to integration of the two companies and other factors. Additional information concerning other risks and uncertainties that could cause actual results to differ materially from that projected or suggested is contained in the Company's filings with the
The following information provides reconciliations of non-GAAP financial measures relating to Barletta, which are presented in the accompanying news release, to the most comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the
Barletta Pontoon Boats Net Income to EBITDA Reconciliation
|($ in millions)||Barletta 2020 Actual*||Barletta 2021 Estimates*|
|Provision for Income Taxes||0.0||0.0|
* Data represents
Source: Winnebago Industries, Inc.