OneWater Marine Inc. (ONEW)

CIK: 0001772921. SIC: 5531 Retail-Auto & Home Supply Stores. Latest 10-K as of: 2025-12-15.

SIC breadcrumb: Retail Trade > SIC Major Group 55 > SIC 5531 Retail-Auto & Home Supply Stores

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1772921. Latest filing source: 0001772921-25-000085.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2025-12-15. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001772921.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-04. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001772921.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001772921-26-000037.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-05-04. Report date: 2026-03-31.

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context requires otherwise, references in this report to the “Company,” “we,” “us,” and “our” refer to OneWater Marine Inc. and its consolidated subsidiaries. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements as a result of a variety of risks and uncertainties, including those discussed above in “Cautionary Statement Regarding Forward-Looking Statements”, below in "Risk Factors" and described under the heading “Risk Factors” included in our Annual Report on Form 10-K for the year ended September 30, 2025, filed with the SEC on December 15, 2025, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

Overview

We believe that we are one of the largest and fastest-growing marine retailers in the United States with 94 dealerships, 6 distribution centers/warehouses and multiple online marketplaces as of March 31, 2026. Our dealer groups are located within highly attractive markets throughout the Southeast, Gulf Coast, Mid-Atlantic and Northeast, many of which are in the top twenty states for marine retail expenditures. We believe that we are a market leader by volume in sales of premium boats in many of the markets in which we operate. In addition to boat sales, we also generate sales from related products including finance & insurance and service, parts & other sales. Our sales of marine parts and accessories expanded with the acquisitions of T-H Marine Supplies, LLC (“T-H Marine”) and, prior to the completed sale on February 2, 2026, Ocean Bio-Chem, LLC (f/k/a Ocean Bio-Chem, Inc. ("Ocean Bio-Chem")).

We report our operations through two reportable segments: Dealerships and Distribution.

As of March 31, 2026, the Dealerships segment includes operations of 94 dealerships in 17 states including Florida, Texas, Alabama and Georgia, among others, and represents 93% and 92% of revenues for the three and six months ended March 31, 2026, respectively. The Dealerships segment engages in the sale of new and pre-owned boats, arranges financing and insurance products, performs repairs and maintenance services, offers marine-related parts and accessories and offers slip and storage accommodations in certain locations. In fiscal year 2025, we sold over 9,500 new and pre-owned boats, many of which were sold to customers who had a trade-in or with whom we otherwise had established relationships. The combination of our significant scale, diverse inventory and revenue streams, access to premium boat brands and meaningful brand equity enables us to provide a consistently professional experience as reflected by the number of our repeat customers and Dealership same-store sales growth.

As of March 31, 2026, the Distribution segment includes the activity of our fully-owned businesses, Central Assets & Operations, LLC d/b/a PartsVu and T-H Marine and its subsidiaries, which together operate 6 distribution centers/warehouses in Alabama, Florida, and Oklahoma and represents 7% and 8% of revenues for the three and six months ended March 31, 2026, respectively. Prior to completion of the sale on February 2, 2026, the Distribution segment also included the activity of Ocean Bio-Chem and its subsidiaries. The Distribution segment engages in the manufacturing, assembly and distribution of primarily marine-related products for sale to distributors, big box retailers, online retailers and direct to consumers. We offer a wide array of branded parts and accessories including jack plates, rigging parts, plumbing components, LED lighting, storage systems, and appearance, cleaning, and maintenance products for the marine and ancillary industries. All revenue for the Distribution segment is reported in service, parts & other in our consolidated statements of operations.

We were formed in 2014 as OneWater LLC through the combination of Singleton Marine and Legendary Marine, which created a marine retail platform that collectively owned and operated 19 dealerships. Since the combination in 2014, we have acquired multiple additional dealerships, distribution centers/warehouses and online marketplaces through 35 acquisitions and, as of March 31, 2026, operate 94 dealerships and 6 distribution centers/warehouses. Our current portfolio as of March 31, 2026 consists of multiple brands which are recognized on a local, regional or national basis. Because of this, we believe we are one of the largest and fastest-growing marine retailers in the United States based on number of dealerships and total boats sold. While we have opportunistically opened new dealerships in select markets, or launched additional parts and accessory products, we believe that it is generally more effective economically and operationally to acquire existing businesses with experienced staff and established reputations.

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The boat dealership market is highly fragmented and is comprised of approximately 4,000 dealerships nationwide. Most competing boat retailers are operated by local business owners who own three or fewer stores; however, we do have other large competitors. We believe we are one of the largest and fastest-growing marine retailers in the United States. Despite our size, we comprise less than 4% of total industry sales. Our scale and business model allow us to leverage our extensive inventory to provide consumers with the ability to find a boat that matches their preferences (e.g., make, model, color, configuration and other options) and to deliver the boat within days while providing a personalized sales experience. In addition to boat sales, we also generate sales from related products including finance & insurance and service, parts & other sales. We are able to operate with a comparatively higher degree of profitability than other independent retailers because we allocate support resources across our broader base, focus on high margin service, parts and accessories, utilize floor plan financing and provide core back-office functions on a scale that many independent retailers are unable to match. We seek to be the leading marine retailer by total market share within each boating market and within the product segments in which we participate. To the extent that we are not, we will evaluate acquiring other local retailers in order to increase our sales, to add additional brands or to provide us with additional high-quality personnel.

Trends and Other Factors Impacting Our Performance

Acquisitions

We have been a highly acquisitive company. Since the combination of Singleton Marine and Legendary Marine in 2014, we have acquired additional dealerships through 30 dealer group acquisitions. Our team remains focused on expanding our dealership growth in regions with strong boating cultures, enhancing the customer experience and generating value for our shareholders. In addition to dealership acquisitions, the Company has strategically acquired 5 parts and accessories companies. We plan to continue to strategically evaluate and complete acquisitions moving forward.

We have an extensive acquisition track record within the retail marine industry and believe we have developed a reputation for treating sellers and their staff in an honest and fair manner. We typically retain the management team and name of the acquired group. We believe this practice preserves customer relationships and goodwill in the local marketplace. We believe our reputation and scale have positioned us as a buyer of choice for marine retailers who want to sell their businesses. Our strategy is to acquire dealerships at attractive EBITDA multiples and then grow same-store sales while benefiting from cost-reducing synergies. Historically, we have typically acquired dealerships for less than 4.0x EBITDA on a trailing twelve-month basis and believe that we will be able to continue to make attractive acquisitions within this range. Historically, we have acquired manufacturing and distribution companies within a range of 5.0x – 10.0x EBITDA on a trailing twelve-month basis, depending on the size of the business.

General Economic Conditions

General economic conditions and consumer spending patterns can negatively impact our operating results. Unfavorable local, regional, national, or global economic developments or uncertainties, including the adverse economic effects of higher interest rates or inflation, increases to tariff or duty rates, supply chain constraints, or a prolonged economic downturn, could reduce consumer spending and adversely affect our business. The global trade and macroeconomic environment remains dynamic, including the impact of U.S. tariffs and

foreign retaliatory measures, the impact of the U.S.-Israel and Iran war, as well as broader geopolitical and foreign policy developments. These factors may affect supply chains, input costs, fuel and transportation costs, consumer demand, capital markets and foreign exchange rates. Consumer spending on discretionary goods may also decline as a result of lower consumer confidence levels, higher interest rates or higher fuel costs, even if prevailing economic conditions are otherwise favorable. The imposition of tariffs on foreign goods and services, as well as any retaliatory tariffs on U.S. goods and services, could increase the price of supplies and materials we rely on to conduct our business, and, thus, negatively impact our operating results. Although rhetoric has de-escalated in recent months, there is still a high degree of uncertainty surrounding U.S. tariff policy, how it will be implemented, and how other countries will react to it. Additionally, ongoing geopolitical instability, including armed conflicts, heightened tensions in oil-producing regions, and the potential for broader military escalation, could disrupt global energy markets, drive significant increases in fuel and transportation costs, and further erode consumer confidence and discretionary spending. Economic conditions in areas in which we operate dealerships, particularly in the Southeast, can have a major impact on our overall results of operations. Local influences, such as corporate downsizing, inclement weather such as hurricanes, tornadoes, and other storms, environmental conditions, and global public health concerns and events have and could adversely affect our operations in certain markets and in certain periods. Any extended period of adverse economic conditions or low consumer confidence is likely to have a negative effect on our business.

Our business was significantly impacted during the recessionary period that began in 2007. This period of weakness in consumer spending and depressed economic conditions had a substantial negative effect on our operating results. In response to these conditions we reduced our inventory purchases, closed certain dealerships and reduced headcount. Additionally, in an effort to counteract the downturn, we increased our focus on pre-owned sales, parts and repair services, and finance & insurance services. As a result, we surpassed our pre-recession sales levels in less than 24 months. While we believe the measures we to

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-12-15. Report date: 2025-09-30.

Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Unless the context requires otherwise, references in this report to the “Company,” “we,” “us,” and “our” refer to OneWater Marine Inc. and its consolidated subsidiaries. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements as a result of a variety of risks and uncertainties, including those described in this Annual Report on Form 10-K under “Special Note Regarding Forward-Looking Statements” and “Risk Factors.” In light of these risk, uncertainties and assumptions, the forward-looking events discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements, except as otherwise required by applicable law.

Overview

We believe that we are one of the largest and fastest-growing marine retailers in the United States with 95 dealerships, 9 distribution centers/warehouses and multiple online marketplaces as of September 30, 2025. Our dealer groups are located within highly attractive markets throughout the Southeast, Gulf Coast, Mid-Atlantic and Northeast, many of which are in the top twenty states for marine retail expenditures. We believe that we are a market leader by volume in sales of premium boats in many of the markets in which we operate. In addition to boat sales, we also generate sales from related products including finance & insurance and service, parts & other sales. The acquisitions of T-H Marine and Ocean Bio-Chem significantly expanded our sales of marine parts and accessories. The combination of our significant scale, diverse inventory, access to premium boat brands, access to a broad array of parts and accessories, and meaningful brand equity enables us to provide a consistently professional experience as reflected in the number of our repeat customers and Dealership same-store sales growth.

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We were formed in 2014 as OneWater LLC through the combination of Singleton Marine and Legendary Marine, which created a marine retail platform that collectively owned and operated 19 dealerships. Since the combination in 2014, we have acquired a total of 83 additional dealerships, 12 distribution centers/warehouses and multiple online marketplaces through 35 acquisitions. Our current portfolio as of September 30, 2025 consists of multiple brands which are recognized on a local, regional or national basis. Because of this, we believe we are one of the largest and fastest-growing marine retailers in the United States based on number of dealerships and total boats sold. While we have opportunistically opened new dealerships in select markets, or launched additional parts and accessory products, we believe that it is generally more effective economically and operationally to acquire existing businesses with experienced staff and established reputations.

We report our operations through two reportable segments: Dealerships and Distribution.

As of September 30, 2025, the Dealerships reporting segment includes operations of 95 dealerships in 17 states including Florida, Texas, Alabama and Georgia, among others, and represents 92% of revenues. The Dealership segment engages in the sale of new and pre-owned boats, arranges financing and insurance products, performs repairs and maintenance services, offers marine related parts and accessories and offers slip and storage accommodations in certain locations.

As of September 30, 2025, the Distribution reporting segment includes the activity of three of our fully-owned businesses, PartsVu, Ocean Bio-Chem and its subsidiaries and T-H Marine and its subsidiaries, which together operate 9 distribution centers/warehouses in Alabama, Florida, Oklahoma, and Indiana and represents 8% of revenues. The Distribution segment engages in the manufacturing, assembly and distribution of marine-related products (and adjacent industries).

The boat dealership market is highly fragmented and is comprised of approximately 4,000 dealerships nationwide. Most competing boat retailers are operated by local business owners who own three or fewer stores; however we do have other large competitors. We believe we are one of the largest and fastest-growing marine retailers in the United States. Despite our size, we comprise less than 4% of total industry sales. Our scale and business model allow us to leverage our extensive inventory to provide consumers with the ability to find a boat that matches their preferences (e.g., make, model, color, configuration and other options) and to deliver the boat within days while providing a personalized sales experience. In addition to boat sales, we also generate sales from related products including finance & insurance and service, parts & other sales. The acquisitions of T-H Marine and Ocean Bio-Chem have significantly expanded our sales of marine parts and accessories. Our strategic growth in this area is also expected to materially expand our addressable market in the parts and accessories business. We are able to operate with a comparatively higher degree of profitability than other independent retailers because we allocate support resources across our broader base, focus on high-margin service parts and accessories, utilize floor plan financing and provide core back-office functions on a scale that many independent retailers are unable to match. We seek to be the leading marine retailer by total market share within each boating market and within the product segments in which we participate. To the extent that we are not, we will evaluate acquiring other local retailers in order to increase our sales, to add additional brands or to provide us with additional high-quality personnel.

Trends and Other Factors Impacting Our Performance

Acquisitions

We have been a highly acquisitive company. Since the combination of Singleton Marine and Legendary Marine in 2014, we have acquired 83 additional dealerships through 30 dealer group acquisitions. Our team remains focused on expanding our dealership growth in regions with strong boating cultures, enhancing the customer experience and generating value for our shareholders. In addition to dealership acquisitions, the Company has strategically acquired parts and accessories companies as part of our growth and diversification strategy. We have acquired 12 distribution centers and warehouses through the acquisition of 5 parts and accessories companies. We plan to continue to strategically evaluate and complete acquisitions moving forward. For each of the years ended September 30, 2025 and 2024, we completed 1 acquisition during the period.

We have an extensive acquisition track record within the retail marine industry and believe we have developed a reputation for treating sellers and their staff in an honest and fair manner. We typically retain the management team and name of the acquired group. We believe this practice preserves customer relationships and goodwill in the local marketplace. We believe our reputation and scale have positioned us as a buyer of choice for marine retailers who want to sell their businesses. Our strategy is to acquire dealerships at attractive EBITDA multiples and then grow same-store sales while benefiting from cost-reducing synergies. Historically, we have typically acquired dealerships for less than 4.0x EBITDA on a trailing twelve month basis and believe that we will be able to continue to make attractive acquisitions within this range. With the addition of our Distribution segment, we may look to acquire additional parts and accessories manufacturing and distribution companies. Historically, we have acquired manufacturing and distribution companies within a range of 5.0x – 10.0x EBITDA on a trailing twelve-month basis, depending on the size of the business.

General Economic Conditions

General economic conditions and consumer spending patterns can negatively impact our operating results. Unfavorable local, regional, national, or global economic developments or uncertainties, including the adverse economic effects of higher interest rates or inflation, increases to tariff or duty rates, supply chain constraints, or a prolonged economic downturn, could reduce consumer spending and

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adversely affect our business. Consumer spending on discretionary goods may also decline as a result of lower consumer confidence levels, higher interest rates or higher fuel costs, even if prevailing economic conditions are otherwise favorable. The imposition of tariffs on foreign goods and services, as well as any retaliatory tariffs on U.S. goods and services, could increase the price of supplies and materials we rely on to conduct our business, and, thus, negatively impact our operating results. Although rhetoric has de-escalated in recent months (including recent cuts to food tariffs by the U.S.), there is still a high degree of uncertainty surrounding U.S. tariff policy, how it will be implemented, and how other countries will react to it. Economic conditions in areas in which we operate dealerships, particularly in the Southeast, can have a major impact on our overall results of operations. Local influences, such as corporate downsizing, inclement weather such as hurricanes, tornadoes, and other storms, environmental conditions, and global public health concerns and events have and could adversely affect our operations in certain markets and in certain periods. Any extended period of adverse economic conditions or low consumer confidence is likely to have a negative effect on our business.

Our business was significantly impacted during the recessionary period that began in 2007. This period of weakness in consumer spending and depressed economic conditions had a substantial negative effect on our operating results. In response to these conditions we reduced our inventory purchases, closed certain dealerships and reduced headcount. Additionally, in an effort to counteract the downturn, we increased our focus on pre-owned sales, parts and repair services, and finance & insurance services. As a result, we surpassed our pre-recession sales levels in less than 24 months. While we believe the measures we took significantly reduced the impact of the downturn on the business, we cannot guarantee similar results in the event of a future downturn. Additionally, we cannot predict the timing or length of unfavorable economic or industry conditions, including a downturn as a result of a global health crisis, rising interest rates, tariffs, inflation, or the extent to which they could adversely affect our operating results.

Although past economic conditions have adversely affected our operating results, we believe we are capable of responding in a manner that allows us to substantially outperform the industry and gain market share. We believe our ability to capture such market share enables us to align our retail strategies with the desires of customers. We expect our core strengths, including retail and acquisition strategies, will allow us to capitalize on growth opportunities as they occur, despite market conditions.

Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingent assets and liabilities, each as of the date of the financial statements, and revenues and expenses during the periods presented. On an ongoing basis, management evaluates their estimates and assumptions, and the effects of any such revisions are reflected in the financial statements in the period in which they are determined to be necessary. Actual outcomes could differ materially from those estimates in a manner that could have a material effect on our consolidated financial statements. Set forth below are the estimates that we have identified as critical to our business operations and understanding our results of operations, based on the high degree of judgment or complexity in their application.

Inventories

Inventories are stated at the lower of cost or net realizable value. The cost of new and pre-owned boat inventory is determined using the specific identification method. New and pre-owned boat sales histories indicate that the overwhelming majority of such boats are sold for, or in excess of, the cost to purchase those boats. In assessing the lower of cost or net realizable value, we consider the aging of the boats, historical sales of a particular product and current market conditions. There are inherent uncertainties in assessing net realizable value as management must make assumptions and apply judgment to changes in the market, brands and other factors that drive consumer preferences and spending.

Goodwill and Other Intangible Assets

In accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Others (“ASC 350”), we review goodwill for impairment annually in our fourth fiscal quarter, or more often if events or circumstances indicate that impairment may have occurred. When evaluating goodwill for impairment, if the fair value of a reporting unit is less than its carrying value, the difference would represent the amount of required goodwill impairment in accordance with ASC 350. To the extent the reporting unit’s earnings decline significantly or there are changes in one or more of these inputs that would result in a lower valuation, it could cause the carrying value of the reporting unit to exceed its fair value and thus require the Company to record goodwill impairment.

Identifiable intangible assets as a result of the acquisitions we have completed consist of trade names, developed technologies and customer relationships. We have determined that trade names have an indefinite life, as there is no economic, contractual or other factors that limit their useful lives and they are expected to generate value as long as the trade name is utilized by the marine retailer, and therefore, are not subject to amortization. Developed technologies and customer relationships are amortized over their estimated useful lives of ten years and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

Impairment testing requires the assessment of both qualitative and quantitative factors, including, but not limited to whether there has been a significant or adverse change in the business climate that could affect the value of an asset and/or significant or adverse changes in cash flow projections or earnings forecasts. These assessments require management to make judgments, assumptions and estimates

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regarding macroeconomic and industry conditions, our financial performance, and other factors and are often interdependent; therefore, they do not change in isolation. Factors that management must estimate include, among others, the economic lives of the assets, sales volume, pricing, royalty rates, long-term growth rates, tax rates, and capital spending. The estimates and assumptions used in these tests are evaluated and updated as appropriate. The variability of these factors depends on a number of conditions, including uncertainty about future events, and thus our accounting estimates may change from period to period. If other assumptions and estimates had been used when these tests were performed, impairment charges could have changed. As mentioned above, these factors do not change in isolation and, therefore, we do not believe it is practicable or meaningful to present the impact of changing a single factor. Furthermore, if management uses different assumptions in future periods or if different conditions exist in future periods, additional impairment charges could result.

During the years ended September 30, 2025 and 2023, the Company determined that there were circumstances that indicated that impairment may have occurred. We engaged a third-party independent valuation professional to perform a quantitative analysis of the fair values compared to the carrying value and, as a result, recorded a loss on impairment of $145.8 million and $147.4 million, respectively. For the year ended September 30, 2024, the Company determined that it was more likely than not that the fair value of the goodwill and identifiable intangible assets was greater than its carrying amount, and as a result, no impairment for goodwill and identifiable intangible assets was required.

Business Combinations

We account for business combinations using the acquisition method of accounting, which requires recognition of assets acquired and liabilities assumed at fair value as of the date of the acquisition. Determination of the estimated fair value assigned to each asset acquired or liability assumed can materially impact the net income in subsequent periods through depreciation and amortization and potential impairment charges.

The most critical areas of judgment in applying the acquisition method include selecting the appropriate valuation techniques and assumptions that are used to measure the acquired assets and assumed liabilities at fair value, particularly for inventory, contingent consideration, trade names, developed technologies and customer relationships. The fair value of acquired inventory is based on manufacturer invoice cost, curtailments, and market data. The significant estimates used to value contingent consideration are future earnings and discount rates. Management estimated the fair value of the trade names and developed technologies using the relief from royalty method and customer relationships using the multi-period excess earnings method. The fair value determination of the trade names and developed technologies required management to make significant estimates and assumptions related to future revenues and the selection of the royalty rate and discount rate. The fair value determination of the customer relationships require management to make significant estimates and assumptions related to future revenues attributable to existing customers, future EBITDA margins and the selection of the customer attrition rate and discount rate. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on the determination of the fair value.

In selecting the techniques and assumptions noted above, we generally engage third-party, independent valuation professionals to assist us in developing the assumptions and applying the valuation techniques to a particular business combination transaction. In particular, the discount rates selected are compared to and evaluated with (i) the industry weighted-average cost of capital, (ii) the inherent risks associated with each type of asset and (iii) the level and timing of future cash flows appropriately reflecting market participant assumptions.

Income Tax Accounting

The provision for income taxes is based upon income in our consolidated financial statements, rather than amounts reported on our income tax return. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on our deferred tax assets and liabilities is recognized as income or expense in the period that includes the enactment date. Under GAAP, a valuation allowance is required to be recognized if it is more likely than not that a deferred tax asset will not be realized. The determination as to whether we will be able to realize the deferred tax assets is highly subjective and dependent upon judgment concerning our evaluation of both positive and negative evidence including our forecasts of future income, applicable tax planning strategies, and assessments of current and future economic and business conditions. Positive evidence includes the probability that taxable income will be generated in future periods as well as positive business and economic trends, while negative evidence includes a three-year cumulative loss. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets. Any required valuation allowance would result in additional income tax expense in the period and could have a significant impact on our future earnings. We believe our deferred tax assets are properly recorded in the consolidated financial statements at September 30, 2025 and no valuation allowance is required as it is more likely than not the amounts will be realized.

Positions taken in our tax returns may be subject to challenge by the taxing authorities upon examination. The benefit of an uncertain tax position is initially recognized in the financial statements only when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions are both initially and subsequently measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with the tax authority, assuming full knowledge of the position and all relevant

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facts. Differences between our position and the position of tax authorities could result in a reduction of a tax benefit or an increase to a tax liability, which could adversely affect our future income tax expense.

How We Evaluate Our Operations

Revenue

We have a diversified revenue profile that is comprised of new boat sales, pre-owned boat sales, finance & insurance products, repair and maintenance services, and parts and accessories sales. During different phases of the economic cycle, consumer behavior may shift away from new boats; however, we are well-positioned to generate revenue from pre-owned boats, repair and maintenance services, and parts and accessories, which have all historically increased during periods of economic uncertainty. We generate pre-owned sales from boats traded-in for new and pre-owned boats, boats purchased from customers, brokerage transactions, consignment sales and wholesale sales. We continue to focus on all aspects of our business including non-boat sales of finance & insurance products, repair and maintenance services, and parts and accessories. Although non-boat sales contributed approximately 18.7%, 19.3% and 19.5% to revenue in fiscal years 2025, 2024 and 2023, respectively, due to the higher gross margin on these product and service lines, non-boat sales contributed 41.7%, 40.0% and 35.6% to gross profit in fiscal years 2025, 2024 and 2023, respectively. We have also diversified our business across geographies, dealership types (e.g., fresh water and salt water), and product offerings (e.g., focus on parts and accessories businesses through our Distribution segment) in order to reduce the effects of seasonality and cyclicality of our business. In addition to seasonality, revenue and operating results may be significantly affected by quarter-to-quarter changes in economic conditions, manufacturer incentive programs, adverse weather conditions and other developments outside of our control.

Gross Profit

We calculate gross profit as revenue less cost of sales. Cost of sales consists of actual amounts paid for products, costs of services (primarily labor), transportation costs from manufacturers to our dealerships and vendor consideration. Gross profit excludes the majority of our depreciation and amortization, which is presented separately in our consolidated statements of operations.

Gross Profit Margin

Our overall gross profit margin varies with our revenue mix. Sales of new and pre-owned boats, which have comparable margins, generally result in a lower gross profit margin than our non-boat sales. As a result, when revenue from non-boat sales increases as a percentage of total revenue, we expect our overall gross profit margin to increase.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of base salaries and incentive-based compensation, advertising, rent, insurance, utilities, and other customary operating expenses. A portion of our cost structure is variable (such as sales commissions and incentive compensation), or controllable (such as advertising), which we believe allows us to adapt to changes in the retail environment over the long term. We typically evaluate our variable expenses, selling expenses and all other selling, general and administrative expenses in the aggregate as a percentage of total revenue.

Dealership Same-Store Sales

We assess the organic growth of our Dealership segment 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. New and acquired dealerships become eligible for inclusion in the comparable dealership base at the end of the dealership’s thirteenth month of operations under our ownership and revenues are only included for identical months in the same-store base periods. Dealerships relocated within an existing market remain in the comparable dealership base for all periods. Additionally, amounts related to closed dealerships are excluded from each comparative base period. Because Dealership same-store sales may be defined differently by other companies in our industry, our definition of this measure may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.

Adjusted EBITDA

We define Adjusted EBITDA as net income (loss) before interest expense – other, income tax (benefit) 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, loss on extinguishment of debt, transaction costs, stock-based compensation and restructuring and impairment. See “—Comparison of Non-GAAP Financial Measures” for more information and a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP.

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Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share

We define Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. as net income (loss) attributable to OneWater Marine Inc. before transaction costs, intangible amortization, change in fair value of contingent consideration, restructuring and impairment and other (income) expense, all of which are then adjusted for an allocation to the non-controlling interest of OneWater LLC for periods prior to the Final Redemption. Each of these adjustments are subsequently adjusted for income tax at an estimated effective tax rate. Management also reports Adjusted Diluted Earnings (Loss) Per Share which presents all of the adjustments to net income (loss) attributable to OneWater Marine Inc. on a per share basis. See "— Comparison of Non-GAAP Financial Measures" for more information and a reconciliation of Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share to net income (loss) and net earnings (loss) per share, respectively, the most directly comparable financial measures calculated and presented in accordance with GAAP.

Summary of Acquisitions and Dispositions

Acquisitions

The comparability of our results of operations between the periods discussed below is naturally affected by the acquisitions we have completed during such periods. We are also continuously evaluating and pursuing acquisitions on an ongoing basis, and such acquisitions, if completed, will continue to impact the comparability of our financial results. While we expect continued growth and strategic acquisitions in the future, our acquisitions may have materially different characteristics than our historical results, and such differences in economics may impact the comparability of our future results of operations to our historical results.

Fiscal Year 2025 Acquisitions

•Effective February 1, 2025, we acquired certain assets of American Yacht Group, a full service marine retailer with two locations in Florida.

We refer to the fiscal year 2025 acquisition described above as the “2025 Acquisition.” The 2025 Acquisition is partially reflected in our audited consolidated statements of operations for the year ended September 30, 2025. Our 2025 Acquisition did not impact our results of operations for the years ended September 30, 2024 and 2023.

Fiscal Year 2024 Acquisitions

•Effective May 1, 2024, we acquired Garden State Yacht Sales, a full service marine retailer located in New Jersey.

We refer to the fiscal year 2024 acquisition described above as the “2024 Acquisition.” The 2024 Acquisition is fully reflected in our consolidated statements of operations for the year ended September 30, 2025 and partially reflected in our consolidated statements of operations for the year ended September 30, 2024, beginning on the date of acquisition. Our 2024 Acquisition did not impact our results of operations for the year ended September 30, 2023.

On October 31, 2023, we exercised our right to acquire the remaining 20% economic interest in Quality Assets and Operations, LLC. Subsequent to the acquisition, the Company now owns 100% of the economic interest in Quality Assets and Operations, LLC.

Fiscal Year 2023 Acquisitions

•Effective October 1, 2022, we acquired Taylor Marine Centers, a full service marine retailer with locations in Maryland and Delaware.

•Effective December 1, 2022, we acquired Harbor View Marine, a full service marine retailer with locations in Florida and Alabama.

•Effective September 1, 2023, we acquired Harbor Pointe Marina, a full service marine retailer with one location in Alabama.

We refer to the fiscal year 2023 acquisitions described above collectively as the “2023 Acquisitions.” The 2023 Acquisitions are fully reflected in our consolidated financial statements for the years ended September 30, 2025 and 2024. Taylor Marine Centers is fully reflected in our consolidated statements of operations for the year ended September 30, 2023. The remaining 2023 Acquisitions are partially reflected in our consolidated statements of operations for the year ended September 30, 2023, beginning on the date of acquisition.

Dispositions

The comparability of our results of operations between the periods discussed below is naturally affected by the dispositions we have completed during such periods. Future dispositions, if any, may impact the comparability of our future results of operations to our historical results.

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Fiscal Year 2023 Dispositions

•Effective September 30, 2023, we sold Roscioli Yachting Center, a full-service marine and yachting facility located in Florida, including the related real estate and in-water slips. A portion of the sold property was leased back by the Company.

•Effective September 30, 2023 we sold Lookout Marine, a full-service marine retailer based in Kentucky with two locations.

We refer to the fiscal year 2023 dispositions described above collectively as the “2023 Dispositions.” The 2023 Dispositions are fully reflected in our consolidated financial statements for the year ended September 30, 2023, as the transactions took place on the final day of fiscal year 2023. There were no dispositions during the fiscal years ended September 30, 2025 and 2024.

Other Factors Affecting Comparability of Our Future Results of Operations to Our Historical Results of Operations

Our historical financial results discussed below may not be comparable to our future financial results. As we further implement controls, processes and infrastructure applicable to companies with publicly traded equity securities, including the integration of acquired companies, it is likely that we will incur additional selling, general, and administrative expenses relative to historical periods. Additionally, from time to time, we may consider expanding or cancelling certain dealer agreements which could impact our future revenues and gross profit. Our future results will depend on our ability to efficiently manage our combined operations and execute our business strategy.

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Results of Operations

Year Ended September 30, 2025, Compared to Year Ended September 30, 2024

For the Year Ended September 30,

2025

2024

Description

Amount

% of

Revenue

Amount

% of

Revenue

$ Change

% Change

($ in thousands)

Revenues:

New boat

$

1,158,165 

61.9 

%

$

1,118,292 

63.1 

%

$

39,873 

3.6 

%

Pre-owned boat

363,906 

19.4 

%

312,193 

17.6 

%

51,713 

16.6 

%

Finance & insurance income

54,959 

2.9 

%

51,494 

2.9 

%

3,465 

6.7 

%

Service, parts & other

295,304 

15.8 

%

290,651 

16.4 

%

4,653 

1.6 

%

Total revenues

1,872,334 

100.0 

%

1,772,630 

100.0 

%

99,704 

5.6 

%

Gross Profit

New boat

183,214 

9.8 

%

196,886 

11.1 

%

(13,672)

-6.9 

%

Pre-owned boat

65,545 

3.5 

%

64,125 

3.6 

%

1,420 

2.2 

%

Finance & insurance

54,959 

2.9 

%

51,494 

2.9 

%

3,465 

6.7 

%

Service, parts & other

123,304 

6.6 

%

122,558 

6.9 

%

746 

0.6 

%

Total gross profit

427,022 

22.8 

%

435,063 

24.5 

%

(8,041)

-1.8 

%

Selling, general and administrative expenses

343,285 

18.3 

%

332,680 

18.8 

%

10,605 

3.2 

%

Depreciation and amortization

21,634 

1.2 

%

19,401 

1.1 

%

2,233 

11.5 

%

Transaction costs

1,547 

0.1 

%

1,530 

0.1 

%

17 

1.1 

%

Change in fair value of contingent consideration

(2,133)

-0.1 

%

4,248 

0.2 

%

(6,381)

-150.2 

%

Restructuring and impairment

148,139 

7.9 

%

12,386 

0.7 

%

135,753 

1,096.0 

%

(Loss) income from operations

(85,450)

-4.6 

%

64,818 

3.7 

%

(150,268)

-231.8 

%

Interest expense – floor plan

28,469 

1.5 

%

34,087 

1.9 

%

(5,618)

-16.5 

%

Interest expense – other

36,183 

1.9 

%

37,050 

2.1 

%

(867)

-2.3 

%

Other expense, net

1,429 

0.1 

%

14 

— 

%

1,415 

10,107.1 

%

Net loss before income tax benefit

(151,531)

-8.1 

%

(6,333)

-0.4 

%

(145,198)

2,292.7 

%

Income tax benefit

(35,301)

-1.9 

%

(157)

— 

%

(35,144)

22,384.7 

%

Net loss

(116,230)

-6.2 

%

(6,176)

-0.3 

%

(110,054)

1,782.0 

%

Net income attributable to non-controlling interests

— 

(119)

Net loss attributable to non-controlling interests of One Water Marine Holdings, LLC

1,648 

590 

Net loss attributable to OneWater Marine Inc.

$

(114,582)

$

(5,705)

Revenue

Overall, revenue increased by $99.7 million, or 5.6%, to $1,872.3 million for the year ended September 30, 2025 from $1,772.6 million for the year ended September 30, 2024. Revenue generated from Dealership same-store sales increased 5.9% for the year ended September 30, 2025, as compared to the year ended September 30, 2024, primarily due to an increase in the average selling price of new and pre-owned boats and the number of pre-owned units sold.

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New Boat Sales

New boat sales increased by $39.9 million, or 3.6%, to $1,158.2 million for the year ended September 30, 2025 from $1,118.3 million for the year ended September 30, 2024. The increase was primarily due an increase in same-store sales and an increase in the average selling price, partially offset by a decrease in unit sales. Additionally, the year ended September 30, 2024 was impacted by Hurricane Helene.

Pre-owned Boat Sales

Pre-owned boat sales increased by $51.7 million, or 16.6%, to $363.9 million for the year ended September 30, 2025 from $312.2 million for the year ended September 30, 2024. We sell a wide range of brands and sizes of pre-owned boats under different types of sales arrangements (e.g., trade-ins, brokerage, consigned and wholesale), which causes periodic and seasonal fluctuations in the average sales price. The increase in pre-owned boat sales was attributable to both an increase in the number of units sold and average selling price resulting from a shift in customer demand towards pre-owned boats.

Finance & Insurance Income

We generate revenue from arranging finance & insurance products, including financing, insurance and extended warranty contracts, to customers through various third-party financial institutions and insurance companies. Finance & insurance income increased by $3.5 million, or 6.7%, to $55.0 million for the year ended September 30, 2025 from $51.5 million for the year ended September 30, 2024. The increase was primarily due to the additional new and pre-owned boat revenues. We remain very focused on maintaining and improving sales penetration of finance & insurance products throughout our dealer network and implementing best practices at acquired dealer groups and existing dealerships. Finance & insurance income is recorded net of related fees, including fees charged back due to any early cancellation of loan or insurance contracts by a customer. Since finance & insurance income is fee-based, we do not incur any related cost of sale.

Service, Parts & Other Sales

Service, parts & other sales increased by $4.7 million, or 1.6%, to $295.3 million for the year ended September 30, 2025 from $290.7 million for the year ended September 30, 2024. This increase in service, parts & other sales is primarily due to increases in the Dealership segment, driven by ancillary sales generated from our increase in new and pre-owned boat sales at our dealerships. The increase in our Dealership segment was partially offset by a decrease in sales in the Distribution segment. Revenue for the Distribution segment is reported in service, parts & other sales and totaled $147.4 million and $156.1 million for the years ended September 30, 2025 and 2024, respectively.

Gross Profit

Overall, gross profit decreased by $8.0 million, or 1.8%, to $427.0 million for the year ended September 30, 2025 from $435.1 million for the year ended September 30, 2024. This decrease was mainly due to new and pre-owned boat pricing, including the impact of select brands the Company has exited, partially offset by the increase in new and pre-owned unit sales. Overall gross margins decreased 170 basis points to 22.8% for the year ended September 30, 2025 from 24.5% for the year ended September 30, 2024 due to the factors noted below.

New Boat Gross Profit

New boat gross profit decreased by $13.7 million, or 6.9%, to $183.2 million for the year ended September 30, 2025 from $196.9 million for the year ended September 30, 2024. This decrease was due to the decrease in new boat gross profit margin. New boat gross profit as a percentage of new boat revenue was 15.8% for the year ended September 30, 2025 as compared to 17.6% for the year ended September 30, 2024. The decrease in new boat gross profit and gross profit margin is due primarily to new boat pricing, including the impact of the select brands the Company has exited.

Pre-owned Boat Gross Profit

Pre-owned boat gross profit increased by $1.4 million, or 2.2%, to $65.5 million for the year ended September 30, 2025 from $64.1 million for the year ended September 30, 2024. This increase was primarily driven by an increase in pre-owned boat sales, partially offset by the decrease in pre-owned boat gross profit margins. Pre-owned boat gross profit as a percentage of pre-owned boat revenue was 18.0% for the year ended September 30, 2025 as compared to 20.5% for the year ended September 30, 2024. The pre-owned gross profit margin decrease was primarily due to the strategic pricing to drive sales growth and maintain a healthy level of inventory as well as the mix shift in the components of pre-owned sales (e.g., trade-ins, brokerage, consignment and wholesale), which can cause fluctuations in pre-owned boat gross profit margin.

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Finance & Insurance Gross Profit

Finance & insurance gross profit increased by $3.5 million, or 6.7%, to $55.0 million for the year ended September 30, 2025 from $51.5 million for the year ended September 30, 2024. Finance & insurance income is fee-based revenue for which we do not recognize incremental cost of sales.

Service, Parts & Other Gross Profit

Service, parts & other gross profit increased by $0.7 million, or 0.6%, to $123.3 million for the year ended September 30, 2025 from $122.6 million for the year ended September 30, 2024. The increase in gross profit was primarily the result of the increase in service, parts & other sales, partially offset by a decrease in service, parts & other gross profit margin. Service, parts & other gross profit as a percentage of service, parts & other revenue was 41.8% and 42.2% for the years ended September 30, 2025 and 2024, respectively. The decrease in gross profit margin was primarily due to rising labor costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased by $10.6 million, or 3.2%, to $343.3 million for the year ended September 30, 2025 from $332.7 million for the year ended September 30, 2024. This increase was primarily due to expenses incurred to support the overall increase in revenues. Selling, general and administrative expenses as a percentage of revenue decreased to 18.3% from 18.8% for the years ended September 30, 2025 and 2024, respectively. The decrease in selling, general and administrative expenses as a percentage of revenue was driven by higher revenues and ongoing reductions in the Company’s expense structure.

Depreciation and Amortization

Depreciation and amortization expense increased $2.2 million, or 11.5%, to $21.6 million for the year ended September 30, 2025 compared to $19.4 million for the year ended September 30, 2024. The increase in depreciation and amortization expense is primarily due to property and equipment additions during the year ended September 30, 2025 to support operations.

Transaction Costs

Transaction costs remained flat at $1.5 million for the year ended September 30, 2025 compared to $1.5 million for the year ended September 30, 2024 which is attributable to similar level of acquisition activity.

Change in Fair Value of Contingent Consideration

During the year ended September 30, 2025, we recognized income of $2.1 million related to updated forecasts related to previous acquisitions, partially offset by accretion of contingent consideration liabilities.

Restructuring and Impairment

During the year ended September 30, 2025, we recognized restructuring and impairment charges of $149.7 million, of which $145.8 million is for impairment of goodwill and identifiable intangible assets as a result of the quantitative assessment of the fair values compared to the carrying values of goodwill and identifiable intangible assets for the Dealerships and Distribution segments. The impairment was largely driven by a decline in margins as well as a decrease in the Company's market capitalization. The remaining $3.9 million is due to various restructuring activities, of which $2.3 million is recorded in restructuring and impairment and $1.6 million is recorded in new boat cost of sales in the consolidated statements of operations.

During the year ended September 30, 2024, we recognized restructuring and impairment charges of $12.4 million as a result of proactive changes to better align our cost structure with the normalization of sales and margins which resulted in a reduction of headcount and retail locations, cancellation of certain dealer agreements, and the cancellation of certain in-process information and technology ("IT") related projects.

(Loss) Income from Operations

(Loss) income from operations decreased $150.3 million, or 231.8%, to a loss from operations of $85.5 million for the year ended September 30, 2025 compared to income from operations of $64.8 million for the year ended September 30, 2024. The decrease was primarily attributable to the $135.8 million increase in restructuring and impairment charges, a $10.6 million increase in selling, general and administrative expenses and a $8.0 million decrease in gross profit, partially offset by a $6.4 million change in the change in fair value of contingent consideration during the same periods.

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Interest Expense – Floor Plan

Interest expense – floor plan decreased $5.6 million, or 16.5%, to $28.5 million for the year ended September 30, 2025 compared to $34.1 million for the year ended September 30, 2024. The decrease in floor plan interest expense is primarily attributable to a decrease in the average inventory as well as favorable impact of interest rate swaps for the year ended September 30, 2025 compared to the year ended September 30, 2024.

Interest Expense – Other

Interest expense – other decreased $0.9 million, or 2.3%, to $36.2 million for the year ended September 30, 2025 compared to $37.1 million for the year ended September 30, 2024. The decrease was primarily attributable to lower interest rates for the year ended September 30, 2025 compared to the year ended September 30, 2024.

Other Expense, Net

Other expense, net increased to $1.4 million of expense for the year ended September 30, 2025, compared to less than $0.1 million of expense for the year ended September 30, 2024. The increase is primarily attributable to the change in expenses associated with natural disasters and their respective insurance proceeds, which primarily had a positive impact on the year ended September 30, 2024.

Income Tax Benefit

Income tax benefit increased by $35.1 million to an income tax benefit of $35.3 million for the year ended September 30, 2025, compared to an income tax benefit $0.2 million for the year ended September 30, 2024. The increase was primarily attributable to the increase in loss before income tax benefit. The increase in loss before income tax benefit was primarily related to the impairment of goodwill and identifiable intangible assets for the Dealerships and Distribution segments.

Net Loss

Net loss increased by $110.1 million to a net loss of $116.2 million for the year ended September 30, 2025, compared to net loss of $6.2 million for the year ended September 30, 2024. The increase was primarily attributable to the $145.8 million goodwill and intangible asset impairment, partially offset by a $35.1 million increase in income tax benefit for the year ended September 30, 2025 as compared to the year ended September 30, 2024.

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Results of Operations

Year Ended September 30, 2024, Compared to Year Ended September 30, 2023

For the Year Ended September 30,

2024

2023

Description

Amount

% of

Revenue

Amount

% of

Revenue

$ Change

% Change

($ in thousands)

Revenues:

New boat

$

1,118,292 

63.1 

%

$

1,223,691 

63.2 

%

$

(105,399)

-8.6 

%

Pre-owned boat

312,193 

17.6 

%

334,477 

17.3 

%

(22,284)

-6.7 

%

Finance & insurance income

51,494 

2.9 

%

56,325 

2.9 

%

(4,831)

-8.6 

%

Service, parts & other

290,651 

16.4 

%

321,817 

16.6 

%

(31,166)

-9.7 

%

Total revenues

1,772,630 

100.0 

%

1,936,310 

100.0 

%

(163,680)

-8.5 

%

Gross Profit

New boat

196,886 

11.1 

%

268,469 

13.9 

%

(71,583)

-26.7 

%

Pre-owned boat

64,125 

3.6 

%

75,953 

3.9 

%

(11,828)

-15.6 

%

Finance & insurance

51,494 

2.9 

%

56,325 

2.9 

%

(4,831)

-8.6 

%

Service, parts & other

122,558 

6.9 

%

134,379 

6.9 

%

(11,821)

-8.8 

%

Total gross profit

435,063 

24.5 

%

535,126 

27.6 

%

(100,063)

-18.7 

%

Selling, general and administrative expenses

332,680 

18.8 

%

345,524 

17.8 

%

(12,844)

-3.7 

%

Depreciation and amortization

19,401 

1.1 

%

23,898 

1.2 

%

(4,497)

-18.8 

%

Transaction costs

1,530 

0.1 

%

1,839 

0.1 

%

(309)

-16.8 

%

Change in fair value of contingent consideration

4,248 

0.2 

%

(1,604)

-0.1 

%

5,852 

-364.8 

%

Restructuring and impairment

12,386 

0.7 

%

147,402 

7.6 

%

(135,016)

-91.6 

%

Income from operations

64,818 

3.7 

%

18,067 

0.9 

%

46,751 

258.8 

%

Interest expense – floor plan

34,087 

1.9 

%

25,080 

1.3 

%

9,007 

35.9 

%

Interest expense – other

37,050 

2.1 

%

34,557 

1.8 

%

2,493 

7.2 

%

Other expense (income), net

14 

— 

%

953 

— 

%

(939)

-98.5%

Net loss before income tax benefit

(6,333)

-0.4 

%

(42,523)

-2.2 

%

36,190 

-85.1 

%

Income tax benefit

(157)

— 

%

(3,412)

-0.2 

%

3,255 

-95.4 

%

Net loss

(6,176)

-0.3 

%

(39,111)

-2.0 

%

32,935 

-84.2 

%

Net income attributable to non-controlling interests

(119)

(3,810)

Net loss attributable to non-controlling interests of One Water Marine Holdings, LLC

590 

4,329 

Net loss attributable to OneWater Marine Inc.

$

(5,705)

$

(38,592)

Revenue

Overall, revenue decreased by $163.7 million, or 8.5%, to $1,772.6 million for the year ended September 30, 2024 from $1,936.3 million for the year ended September 30, 2023. Revenue generated from Dealership same-store sales decreased 7.4% for the year ended September 30, 2024, as compared to the year ended September 30, 2023, primarily due to a decrease in the number of new and pre-owned boats sold and a decrease in service, parts & other sales. The decrease was primarily attributable to softer demand within the broader recreational marine market, the impact of Hurricane Helene and the impact of the 2023 Dispositions.

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New Boat Sales

New boat sales decreased by $105.4 million, or 8.6%, to $1,118.3 million for the year ended September 30, 2024 from $1,223.7 million for the year ended September 30, 2023. The decrease was the result of the reduction in Dealership same-store sales, driven by a drop in unit sales. We believe the decrease in sales was primarily due to softer demand within the broader recreational marine market and the impact of Hurricane Helene.

Pre-owned Boat Sales

Pre-owned boat sales decreased by $22.3 million, or 6.7%, to $312.2 million for the year ended September 30, 2024 from $334.5 million for the year ended September 30, 2023. We sell a wide range of brands and sizes of pre-owned boats under different types of sales arrangements (e.g., trade-ins, brokerage, consigned and wholesale), which causes periodic and seasonal fluctuations in the average sales price. The decrease in pre-owned boat sales was attributable to both a decrease in the number of units sold and average selling price which was driven by the continued normalization of consumer demand following the COVID-19 pandemic.

Finance & Insurance Income

We generate revenue from arranging finance & insurance products, including financing, insurance and extended warranty contracts, to customers through various third-party financial institutions and insurance companies. Finance & insurance income decreased by $4.8 million, or 8.6%, to $51.5 million for the year ended September 30, 2024 from $56.3 million for the year ended September 30, 2023. The decrease was primarily due to the reduction in new and pre-owned boat revenues. We remain very focused on maintaining and improving sales penetration of finance & insurance products throughout our dealer network and implementing best practices at acquired dealer groups and existing dealerships. Finance & insurance income is recorded net of related fees, including fees charged back due to any early cancellation of loan or insurance contracts by a customer. Since finance & insurance income is fee-based, we do not incur any related cost of sale.

Service, Parts & Other Sales

Service, parts & other sales decreased by $31.2 million, or 9.7%, to $290.7 million for the year ended September 30, 2024 from $321.8 million for the year ended September 30, 2023. This decrease in service, parts & other sales is primarily due to a reduction in parts and accessories sold to OEMs as boat manufacturers reduced production. Revenue for the Distribution segment is reported in service, parts & other sales and totaled $156.1 million and $181.1 million for the years ended September 30, 2024 and 2023, respectively. Excluding the impact from the 2023 Dispositions, Dealership segment service, parts & other sales were positive.

Gross Profit

Overall, gross profit decreased by $100.1 million, or 18.7%, to $435.1 million for the year ended September 30, 2024 from $535.1 million for the year ended September 30, 2023. This decrease was mainly due to moderated boat pricing as a result of the industry normalization following the COVID-era environment. Overall gross margins decreased 310 basis points to 24.5% for the year ended September 30, 2024 from 27.6% for the year ended September 30, 2023 due to the factors noted below.

New Boat Gross Profit

New boat gross profit decreased by $71.6 million, or 26.7%, to $196.9 million for the year ended September 30, 2024 from $268.5 million for the year ended September 30, 2023. This decrease was due to the decrease in both new boat sales and new boat gross profit margin. New boat gross profit as a percentage of new boat revenue was 17.6% for the year ended September 30, 2024 as compared to 21.9% in the year ended September 30, 2023. The decrease in new boat gross profit and gross profit margin is due primarily to the continued normalization of new boat pricing and consumer demand following the COVID-19 pandemic. Additionally, we have made strategic efforts to ensure inventory levels are healthy as we transition to our non-peak season.

Pre-owned Boat Gross Profit

Pre-owned boat gross profit decreased by $11.8 million, or 15.6%, to $64.1 million for the year ended September 30, 2024 from $76.0 million for the year ended September 30, 2023. This decrease was primarily driven by a decrease in both pre-owned boat sales and pre-owned boat gross profit margin. Pre-owned boat gross profit as a percentage of pre-owned boat revenue was 20.5% for the year ended September 30, 2024 as compared to 22.7% for the year ended September 30, 2023. The pre-owned gross profit margin primarily decreased as a result of the normalization of pre-owned boat pricing following the COVID-19 pandemic and a mix shift in the components of pre-owned sales including a reduction in brokerage sales. We sell a wide range of brands and sizes of pre-owned boats under different types of sales arrangements (e.g., trade-ins, brokerage, consignment and wholesale), which may cause periodic and seasonal fluctuations in pre-owned boat gross profit as a percentage of revenue.

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Finance & Insurance Gross Profit

Finance & insurance gross profit decreased by $4.8 million, or 8.6%, to $51.5 million for the year ended September 30, 2024 from $56.3 million for the year ended September 30, 2023. Finance & insurance income is fee-based revenue for which we do not recognize incremental cost of sales.

Service, Parts & Other Gross Profit

Service, parts & other gross profit decreased by $11.8 million, or 8.8%, to $122.6 million for the year ended September 30, 2024 from $134.4 million for the year ended September 30, 2023. The decrease in gross profit was primarily the result of the decrease in sales in our Distribution segment and our 2023 Dispositions, specifically Roscioli Yachting Center. Service, parts & other gross profit as a percentage of service, parts & other revenue was 42.2% and 41.8% for the years ended September 30, 2024 and 2023, respectively. The increase in gross profit margin was due to a slight shift in the mix of revenue towards service labor which has a higher gross profit percentage.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased by $12.8 million, or 3.7%, to $332.7 million for the year ended September 30, 2024 from $345.5 million for the year ended September 30, 2023. This decrease was primarily due to our variable cost structure, which resulted in a decrease in commissions as a result of declining gross margins, and cost savings from the 2024 restructuring activities. Selling, general and administrative expenses as a percentage of revenue increased to 18.8% from 17.8% for the years ended September 30, 2024 and 2023, respectively. The increase in selling, general and administrative expenses as a percentage of revenue was primarily due to the reduction of revenues, which resulted in a lower cost leverage for the year ended September 30, 2024.

Depreciation and Amortization

Depreciation and amortization expense decreased $4.5 million, or 18.8%, to $19.4 million for the year ended September 30, 2024 compared to $23.9 million for the year ended September 30, 2023. The decrease in depreciation and amortization expense is primarily due to a reduction in intangible assets due to the prior year impairment charge as well as a reduction in property and equipment related to the 2023 Dispositions. These decreases were partially offset by the increase in property and equipment during the year ended September 30, 2024 to support operations.

Transaction Costs

The decrease in transaction costs of $0.3 million, or 16.8%, to $1.5 million for the year ended September 30, 2024 compared to $1.8 million for the year ended September 30, 2023 was primarily attributable to the reduction in acquisition activity during the year ended September 30, 2024 compared to the year ended September 30, 2023.

Change in Fair Value of Contingent Consideration

During the year ended September 30, 2024, we recognized a loss of $4.2 million related to updated forecasts and accretion of contingent consideration liabilities related to previous acquisitions.

Restructuring and impairment

During the year ended September 30, 2024, we recognized restructuring and impairment charges of $12.4 million as a result of proactive changes to better align our cost structure with the normalization of sales and margins which resulted in a reduction of headcount and retail locations, cancellation of certain dealer agreements, and the cancellation of certain in-process information and technology ("IT") related projects.

During the year ended September 30, 2023, we recognized a loss on impairment of $147.4 as a result of the quantitative assessment of the fair values compared to the carrying values of goodwill and identifiable intangible assets for the Dealerships and Distribution segments. The impairment was largely driven by a decline in the Distribution segment's results as well as a decrease in the Company's market capitalization.

Income from Operations

Income from operations increased $46.8 million, or 258.8%, to $64.8 million for the year ended September 30, 2024 compared to $18.1 million for the year ended September 30, 2023. The increase was primarily attributable to the $135.0 million decrease in restructuring and impairment charges and a $12.8 million decrease in selling, general and administrative expenses, partially offset by a $100.1 million decrease in gross profit during the same periods.

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Interest Expense – Floor Plan

Interest expense – floor plan increased $9.0 million, or 35.9%, to $34.1 million for the year ended September 30, 2024 compared to $25.1 million for the year ended September 30, 2023. The increase in floor plan interest expense is primarily attributable to an increase in interest rates and the average inventory for the year ended September 30, 2024 compared to the year ended September 30, 2023.

Interest Expense – Other

Interest expense – other increased $2.5 million, or 7.2%, to $37.1 million for the year ended September 30, 2024 compared to $34.6 million for the year ended September 30, 2023. The increase was primarily attributable to an increase in interest rates.

Other Expense (Income), Net

Other expense (income), net decreased by $0.9 million to less than $0.1 million of expense for the year ended September 30, 2024, compared to $1.0 million of expense for the year ended September 30, 2023. The decrease is primarily attributable to the change in expenses associated with natural disasters and their respective insurance proceeds.

Income Tax (Benefit) Expense

Income tax benefit decreased by $3.3 million, or 95.4%, to an income tax benefit of $0.2 million for the year ended September 30, 2024, compared to an income tax benefit $3.4 million for the year ended September 30, 2023. The decrease was primarily attributable to the 85.1% decrease in loss before income tax benefit. The change in loss before income tax benefit was primarily related to the decrease in restructuring and impairment charges.

Net Loss

Net loss decreased by $32.9 million to a net loss of $6.2 million for the year ended September 30, 2024, compared to net loss of $39.1 million for the year ended September 30, 2023. The decrease was primarily attributable to the decrease in restructuring and impairment charges and selling, general and administrative expenses, partially offset by the decrease in gross profit and increase in interest expense – floor plan during the same periods.

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Comparison of Non-GAAP Financial Measures

Adjusted EBITDA

We view Adjusted EBITDA as an important indicator of performance. We define Adjusted EBITDA as net income (loss) before interest expense – other, income tax (benefit) 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, restructuring and impairment, stock-based compensation and transaction costs.

Our Board, 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, income tax (benefit) expense, restructuring and impairment, stock-based compensation 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. Net income (loss) is the GAAP measure most directly comparable to Adjusted EBITDA. Our non-GAAP financial measure should not be considered as an alternative to the most directly comparable GAAP financial measure. You are encouraged to evaluate each of these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in such presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the presentation of Adjusted EBITDA in the future, and any such modification may be material. Adjusted EBITDA has important limitations as an analytical tool and you should not consider Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA may be defined differently by other companies in our industry, our definition of this non-GAAP financial measure may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.

The following tables present a reconciliation of Adjusted EBITDA to our net income (loss), which is the most directly comparable GAAP measure for the periods presented.

Year Ended September 30, 2025, Compared to Year Ended September 30, 2024.

Years Ended September 30,

Description

2025

2024

Change

($ in thousands)

Net loss

$

(116,230)

$

(6,176)

$

(110,054)

Interest expense – other

36,183 

37,050 

(867)

Income tax benefit

(35,301)

(157)

(35,144)

Depreciation and amortization

24,440 

22,187 

2,253 

Stock-based compensation

10,499 

8,443 

2,056 

Change in fair value of contingent consideration

(2,133)

4,248 

(6,381)

Transaction costs

1,547 

1,530 

17 

Restructuring and impairment

149,678 

15,318 

134,360 

Other expense, net

1,429 

14 

1,415 

Adjusted EBITDA

$

70,112 

$

82,457 

$

(12,345)

Adjusted EBITDA was $70.1 million for the year ended September 30, 2025 compared to $82.5 million for the year ended September 30, 2024. The decrease in Adjusted EBITDA resulted from the decrease in gross profit and the increase in selling, general, and administrative expenses, partially offset by the decrease in interest expense - floor plan for the year ended September 30, 2025 as compared to the year ended September 30, 2024.

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Year Ended September 30, 2024, Compared to Year Ended September 30, 2023.

Years Ended September 30,

Description

2024

2023

Change

($ in thousands)

Net loss

$

(6,176)

$

(39,111)

$

32,935 

Interest expense – other

37,050 

34,557 

2,493 

Income tax benefit

(157)

(3,412)

3,255 

Depreciation and amortization

22,187 

26,788 

(4,601)

Stock-based compensation

8,443 

8,961 

(518)

Change in fair value of contingent consideration

4,248 

(1,604)

5,852 

Transaction costs

1,530 

1,839 

(309)

Restructuring and impairment

15,318 

147,402 

(132,084)

Other expense, net

14 

953 

(939)

Adjusted EBITDA

$

82,457 

$

176,373 

$

(93,916)

Adjusted EBITDA was $82.5 million for the year ended September 30, 2024 compared to $176.4 million for the year ended September 30, 2023. The decrease in Adjusted EBITDA resulted from the decrease in gross profit and the increase in interest expense - floor plan, partially offset by the decrease in selling, general and administrative expenses for the year ended September 30, 2024 as compared to the year ended September 30, 2023.

Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share

We view Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share as important indicators of performance. We define Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. as net income (loss) attributable to OneWater Marine Inc. before transaction costs, intangible amortization, change in fair value of contingent consideration, restructuring and impairment and other expense (income), all of which are then adjusted for an allocation to the non-controlling interest of OneWater LLC for periods prior to the Final Redemption. Each of these adjustments are subsequently adjusted for income tax at an estimated effective tax rate. Management also reports Adjusted Diluted Earnings (Loss) Per Share which presents all of the adjustments to net income (loss) attributable to OneWater Marine Inc. noted above on a per share basis.

Our Board, management team and lenders use Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share 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 unusual or one time charges and other items (such as the change in fair value of contingent consideration, intangible amortization, restructuring and impairment and transaction costs) that impact the comparability of financial results from period to period. We present Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share because we believe they provide useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP. Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share are not financial measures presented in accordance with GAAP. We believe that the presentation of these non-GAAP financial measures 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. Net income (loss) attributable to OneWater Marine Inc. is the GAAP measure most directly comparable to Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and net earnings (loss) per share of Class A common stock - diluted is the GAAP measure most directly comparable to Adjusted Diluted Earnings (Loss) Per Share. Our non-GAAP financial measures should not be considered as an alternative to the most directly comparable GAAP financial measure. You are encouraged to evaluate each of these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in such presentation. Our presentation of Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the presentation of Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share in the future, and any such modification may be material. Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share have important limitations as analytical tools and you should not consider Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. or Adjusted Diluted Earnings (Loss) Per Share in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share may be defined differently by other companies in our industry, our definition of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

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The following tables present a reconciliation of Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. to our net income (loss) attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share to our net earnings (loss) per share of Class A common stock - diluted, which are the most directly comparable GAAP measures for the periods presented.

Year Ended September 30, 2025, Compared to Year Ended September 30, 2024.

Years Ended September 30,

Description

2025

2024

Change

($ in thousands, except per share data)

Net loss attributable to OneWater Marine Inc.

$

(114,582)

$

(5,705)

$

(108,877)

Transaction costs

1,547 

1,530 

17 

Intangible amortization

8,067 

7,842 

225 

Change in fair value of contingent consideration

(2,133)

4,248 

(6,381)

Restructuring and impairment

149,678 

15,318 

134,360 

Other expense, net

1,429 

14 

1,415 

Net loss attributable to non-controlling interests of One Water Marine Holdings, LLC (1)

(568)

(2,606)

2,038 

Adjustments to income tax benefit (2)

(36,345)

(6,060)

(30,285)

Adjusted net income attributable to OneWater Marine Inc.

7,093 

14,581 

(7,488)

Net loss per share of Class A common stock - diluted

$

(7.22)

$

(0.39)

$

(6.83)

Transaction costs

0.10 

0.10 

— 

Intangible amortization

0.51 

0.54 

(0.03)

Change in fair value of contingent consideration

(0.13)

0.29 

(0.42)

Restructuring and impairment

9.43 

1.05 

8.38 

Other expense, net

0.09 

— 

0.09 

Net loss attributable to non-controlling interests of One Water Marine Holdings, LLC (1)

(0.04)

(0.18)

0.14 

Adjustments to income tax benefit (2)

(2.29)

(0.42)

(1.87)

Adjustment for dilutive shares (3)

(0.01)

(0.01)

— 

Adjusted earnings per share of Class A common stock - diluted

$

0.44 

$

0.98 

$

(0.54)

(1) Represents an allocation of the impact of reconciling items to our non-controlling interest prior to the Final Redemption.

(2) Represents an adjustment of all reconciling items at an effective tax rate.

(3) Represents an adjustment for shares that are anti-dilutive for GAAP earnings per share but are dilutive for adjusted earnings per share.

Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings Per Share were $7.1 million and $0.44, respectively, for the year ended September 30, 2025, compared to Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings Per Share of $14.6 million and $0.98, respectively, for the year ended September 30, 2024. The decrease in Adjusted Net Income Attributable to OneWater Marine Inc. resulted from the decrease in gross profit, the increase in selling, general, and administrative expenses, and the increase in depreciation, partially offset by the decrease in interest expense - floor plan for the year ended September 30, 2025 as compared to the year ended September 30, 2024. The decrease in Adjusted Diluted Earnings Per Share resulted from the decrease in Adjusted Net Income Attributable to OneWater Marine Inc.

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Year Ended September 30, 2024, Compared to Year Ended September 30, 2023.

Years Ended September 30,

Description

2024

2023

Change

($ in thousands, except per share data)

Net loss attributable to OneWater Marine Inc.

$

(5,705)

$

(38,592)

$

32,887 

Transaction costs

1,530 

1,839 

(309)

Intangible amortization

7,842 

13,436 

(5,594)

Change in fair value of contingent consideration

4,248 

(1,604)

5,852 

Restructuring and impairment

15,318 

147,402 

(132,084)

Other expense (income), net

14 

953 

(939)

Net income attributable to non-controlling interests of One Water Marine Holdings, LLC (1)

(2,606)

(14,744)

12,138 

Adjustments to income tax expense (2)

(6,060)

(33,875)

27,815 

Adjusted net income attributable to OneWater Marine Inc.

14,581 

74,815 

(60,234)

Net loss per share of Class A common stock - diluted

$

(0.39)

$

(2.69)

$

2.30 

Transaction costs

0.10 

0.13 

(0.03)

Intangible amortization

0.54 

0.94 

(0.40)

Change in fair value of contingent consideration

0.29 

(0.11)

0.40 

Restructuring and impairment

1.05 

10.29 

(9.24)

Other expense (income), net

— 

0.07 

(0.07)

Net income attributable to non-controlling interests of One Water Marine Holdings, LLC (1)

(0.18)

(1.03)

0.85 

Adjustments to income tax expense (2)

(0.42)

(2.36)

1.94 

Adjustment for dilutive shares (3)

(0.01)

(0.14)

0.13 

Adjusted earnings per share of Class A common stock - diluted

$

0.98 

$

5.10 

$

(4.12)

(1) Represents an allocation of the impact of reconciling items to our non-controlling interest prior to the Final Redemption.

(2) Represents an adjustment of all reconciling items at an effective tax rate.

(3) Represents an adjustment for shares that are anti-dilutive for GAAP earnings per share but are dilutive for adjusted earnings per share.

Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings Per Share were $14.6 million and $0.98, respectively, for the year ended September 30, 2024 compared to $74.8 million and $5.10, respectively, for the year ended September 30, 2023. The decrease in Adjusted Net Income Attributable to OneWater Marine Inc. resulted from the decrease in gross profit and the increases in interest expense - floor plan, partially offset by the decrease in selling, general and administrative expenses for the year ended September 30, 2024, each as compared to the year ended September 30, 2023. The decrease in Adjusted Diluted Earnings Per Share resulted from the decrease in Adjusted Net Income Attributable to OneWater Marine Inc.

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Seasonality

Our business, along with the entire boating industry, is highly seasonal, and such seasonality varies by geographic market. With the exception of Florida, we generally realize lower sales and higher levels of inventories, and related floor plan borrowings, in the quarterly periods ending December 31 and March 31. Revenue generated from our dealerships in Florida serves to offset generally lower winter revenue in our other states and enables us to maintain a more consistent revenue stream. The onset of the public boat and recreation shows in January stimulates boat sales and typically allows us to reduce our inventory levels and related floor plan borrowings throughout the remainder of the fiscal year. The impact of seasonality on our results of operations could be materially impacted based on the location of our acquisitions. For example, our operations could be substantially more seasonal if we acquire dealer groups that operate in colder regions of the United States. Our business is also subject to weather patterns, which may adversely affect our results of operations. For example, prolonged winter conditions, reduced rainfall levels or excessive rain, may limit access to boating locations or render boating dangerous or inconvenient, thereby curtailing customer demand for our products and services. In addition, unseasonably cool weather and prolonged winter conditions may lead to a shorter selling season in certain locations. Hurricanes, tornadoes, and other storms have and could result in disruptions of our operations or damage to our boat inventories and facilities, as has been the case when Florida, Texas, and other markets were affected by hurricanes. We believe our geographic diversity is likely to reduce the overall impact to us of adverse weather conditions in any one market area. For more information, see “Risk Factors—Risks Related to Industry and Competition—Our business, as well as the entire retail marine industry, is highly seasonal, with seasonality varying in different geographic markets” and “Business—Seasonality.”

Liquidity and Capital Resources

Overview

OneWater Inc. is a holding company with no operations and is the sole managing member of OneWater LLC. OneWater Inc.’s principal asset consists of common units of OneWater LLC. Our earnings and cash flows and ability to meet our obligations under the A&R Credit Facility, and any other debt obligations will depend on the cash flows resulting from the operations of our operating subsidiaries, and the payment of distributions by such subsidiaries. Our A&R Credit Facility and Inventory Financing Facility (described below) contain certain restrictions on distributions or transfers from our operating subsidiaries to their members or unitholders, as applicable, as described in the summaries below under “—Debt Agreements—A&R Credit Facility” and “—Inventory Financing Facility.” Accordingly, the operating results of our subsidiaries may not be sufficient for them to make distributions to us. As a result, our ability to make payments under the A&R Credit Facility and any other debt obligations or to declare dividends could be limited.

Our cash needs are primarily for debt service, growth through acquisitions and working capital to support our operations, including new and pre-owned boat and related parts inventories and off-season liquidity. We routinely monitor our cash flow to determine the amount of cash available to complete acquisitions. We monitor our inventories, inventory aging and current market trends to determine our current and future inventory and related floorplan financing needs. Based on current facts and circumstances, including our current maturities of long-term debt as reflected in the balance sheet, we plan to dispose of certain operations of the Distribution reporting segment (as discussed in Note 22) or explore alternative sources of cash proceeds in order to make payments required under our A&R Credit Facility by March 31, 2026. We believe we will otherwise have adequate cash flow from operations, borrowings under our Credit Facilities, and proceeds from any future public or private issuances of debt or equity to fund our current operations, make other required debt repayments and to fund essential capital expenditures and acquisitions for the next twelve months and beyond.

Cash needs for acquisitions have historically been financed with our Credit Facilities and cash generated from operations. Our ability to utilize the A&R Credit Facility to fund acquisitions depends upon Adjusted EBITDA and compliance with covenants of the A&R Credit Facility. Cash needs for inventory have historically been financed with our Inventory Financing Facility. Our ability to fund inventory purchases and operations depends on the collateral levels and our compliance with the covenants of the Inventory Financing Facility. For the reporting period ended September 30, 2025, we were in compliance with all covenants under the A&R Credit Facility and the Inventory Financing Facility.

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Cash Flows

Analysis of Cash Flow Changes Between the Year Ended September 30, 2025 and 2024

The following table summarizes our cash flows for the periods indicated:

Year Ended September 30,

($ in thousands)

2025

2024

Change

Net cash provided by operating activities

$

91,753 

$

34,839 

$

56,914 

Net cash (used in) provided by investing activities

(11,604)

13,318 

(24,922)

Net cash (used in) financing activities

(42,614)

(114,112)

71,498 

Effect of exchange rate changes on cash and restricted cash

(52)

(18)

(34)

Net change in cash

$

37,483 

$

(65,973)

$

103,456 

Operating Activities. Net cash provided by operating activities was $91.8 million for the year ended September 30, 2025 compared to net cash provided by operating activities of $34.8 million for the year ended September 30, 2024. The $56.9 million increase in cash provided by operating activities was primarily attributable to a $23.3 million increase in the change in inventory, a $16.7 million increase in the change in accounts receivable, a $50.1 million increase in the change in prepaid expenses and other current assets, and a $145.3 million increase in the loss on restructuring and impairment, partially offset by a $110.1 million increase in net loss, a $35.5 million increase in the deferred income tax provision, and a $50.9 million decrease in the change in customer deposits for the year ended September 30, 2025 as compared to the year ended September 30, 2024.

Investing Activities. Net cash used in investing activities was $11.6 million for the year ended September 30, 2025 compared to net cash provided by investing activities of $13.3 million for the year ended September 30, 2024. The $24.9 million increase in cash used in investing activities was primarily attributable to a $45.1 million decrease in proceeds from disposal of a business, partially offset by a $6.4 million decrease in cash used in acquisitions in addition to $13.9 million a decrease in purchases of property and equipment and construction in progress for the year ended September 30, 2025 as compared to the year ended September 30, 2024.

Financing Activities. Net cash used in financing activities was $42.6 million for the year ended September 30, 2025 compared to net cash used in financing activities of $114.1 million for the year ended September 30, 2024. The $71.5 million decrease in cash used in financing activities was primarily attributable to a $21.9 million increase in net borrowings from our Inventory Financing Facility, a $36.2 million decrease in payments on long-term debt, and an $18.8 million payment to purchase the non-controlling interest of Quality Assets & Operations, LLC during the fiscal year September 30, 2024, partially offset by a $15.9 million decrease in proceeds of long term debt for the year ended September 30, 2025 as compared to the year ended September 30, 2024.

Analysis of Cash Flow Changes Between the Year Ended September 30, 2024 and 2023

The following table summarizes our cash flows for the periods indicated:

Year Ended September 30,

($ in thousands)

2024

2023

Change

Net cash provided by (used in) operating activities

$

34,839 

$

(129,760)

$

164,599 

Net cash provided by (used in) investing activities

13,318 

(51,601)

64,919 

Net cash (used in) provided by financing activities

(114,112)

213,715 

(327,827)

Effect of exchange rate changes on cash and restricted cash

(18)

9 

$

(27)

Net change in cash

$

(65,973)

$

32,363 

$

(98,336)

Operating Activities. Net cash provided by operating activities was $34.8 million for the year ended September 30, 2024 compared to net cash used in operating activities of $129.8 million for the year ended September 30, 2023. The $164.6 million increase in cash provided by operating activities was primarily attributable to a $256.9 million decrease in the change in inventory, a $32.9 million decrease in net loss in addition to a $26.9 million decrease in the change in customer deposits, partially offset by a $146.9 million decrease in restructuring and impairment for the year ended September 30, 2024 as compared to the year ended September 30, 2023.

Investing Activities. Net cash provided by investing activities was $13.3 million for the year ended September 30, 2024 compared to net cash used in investing activities of $51.6 million for the year ended September 30, 2023. The $64.9 million increase in cash provided by investing activities was primarily attributable to a $44.3 million increase in proceeds from disposal of a business and a $23.2 million decrease in cash used in acquisitions for the year ended September 30, 2024 as compared to the year ended September 30, 2023.

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Financing Activities. Net cash used in financing activities was $114.1 million for the year ended September 30, 2024 compared to net cash provided by financing activities of $213.7 million for the year ended September 30, 2023. The $327.8 million increase in cash used in financing activities was primarily attributable to a $265.3 million decrease in net borrowing from our Inventory Financing Facility and a $60.0 million increase in payments on long-term debt, partially offset by a $13.4 million increase in proceeds of long term debt for the year ended September 30, 2024 as compared to the year ended September 30, 2023.

Share Repurchase Program

On March 30, 2022, the Board authorized a share repurchase program of up to $50 million of outstanding shares of Class A common stock. Repurchases under the share repurchase program may be made at any time or from time to time, without prior notice, in the open market or in privately negotiated transactions at prevailing market prices, or such other means as will comply with applicable state and federal securities laws and regulations, including the provisions of the Exchange Act, including Rule 10b5-1 and, to the extent practicable or advisable, Rule 10b-18 thereunder, and consistent with the Company’s contractual limitations and other requirements. The Company made no repurchases during the year ended September 30, 2025. As of September 30, 2025, the Company has repurchased and retired 73,487 shares of Class A common stock under the repurchase program for a purchase price of approximately $1.9 million. The Company has $48.1 million remaining under the share repurchase program.

Any such share repurchases may be subject to a U.S. federal excise tax. Subject to certain exceptions and adjustments, the amount of the excise tax is generally 1% of the aggregate fair market value of the shares of stock repurchased by the corporation during a taxable year, net of the aggregate fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year. In the past, there have been proposals to increase the amount of the excise tax from 1% to 4%; however, it is unclear whether such a change in the amount of the excise tax will be enacted and, if enacted, how soon any change would take effect.

Debt Agreements

A&R Credit Facility

On August 9, 2022, we entered into the Amended and Restated Credit Agreement (as amended, restated, supplemented or otherwise modified, the “A&R Credit Facility”), with certain of our subsidiaries, Truist Bank and the other lenders party thereto. The A&R Credit Facility provides for, among other things, (i) a $65.0 million revolving credit facility (including up to $5.0 million in swingline loans and up to $5.0 million in letters of credit from time to time) and (ii) a $445.0 million term loan facility. Subject to certain conditions, the available amount under the Term Facility and the Revolving Facility may be increased by $125.0 million plus additional amounts subject to additional conditions (including satisfaction of a consolidated leverage ratio requirement) in the aggregate (with up to $50.0 million allocable to the Revolving Facility). As of September 30, 2025, the Revolving Facility was scheduled to mature on July 31, 2026. The Term Facility was repayable in installments beginning on December 31, 2022, with the remainder due on the earlier of (i) July 31, 2026 or (ii) the date on which the principal amount of all outstanding term loans have been declared or automatically have become due and payable pursuant to the terms of the A&R Credit Facility.

On November 17, 2025 we entered into Amendment No. 7 to Amended and Restated Credit Agreement and Amendment to Pledge and Security Agreement ("Amendment No. 7) to, among other things, (i) modify certain definitions, covenants, terms and conditions, (ii) adjust the minimum fixed charge coverage ratio, (iii) adjust the maximum leverage ratio measures, (iv) adjust the minimum liquidity measure, and (v) modify the maturity date to be July 31, 2027, and in connection therewith, the repayment schedule, including certain adjustments to applicable interest rates.

Borrowings under the A&R Credit Facility bear interest, at our option, at either (a) a base rate (the “Base Rate”) equal to the highest of (i) the prime rate (as announced by Truist Bank from time to time), (ii) the Federal Funds Rate, as in effect from time to time, plus 0.50%, (iii) Term SOFR (as defined in the A&R Credit Facility) for a one-month Interest Period (calculated on a daily basis after taking into account a floor equal to 0.00%) plus 1.00%, and (iv) 1.00%, in each case, plus an applicable margin ranging from 0.75% to 2.50%, or (b) Term SOFR, plus an applicable margin ranging from 1.75% to 3.50%. Interest on swingline loans shall bear interest at the Base Rate plus the applicable margin for Base Rate loans. All applicable interest margins are based on certain consolidated leverage ratio measures.

The A&R Credit Facility is subject to certain financial covenants including the maintenance of a minimum fixed charge coverage ratio, a maximum consolidated leverage ratio and a minimum liquidity measure. The A&R Credit Facility also contains non-financial covenants and restrictive provisions that, among other things, limit the ability of the Loan Parties (as defined in the A&R Credit Facility) to incur additional debt, transfer or dispose of all of their respective assets, make certain investments, loans or restricted payments and engage in certain transactions with affiliates. The A&R Credit Facility also includes events of default, borrowing conditions, representations and warranties and provisions regarding indemnification and expense reimbursement. The Company was in compliance with all covenants for the reporting period ended September 30, 2025.

Inventory Financing Facility

On November 14, 2023, we entered into the Eighth Amended and Restated Inventory Financing Agreement (as amended, restated, supplemented or otherwise modified, the “Inventory Financing Facility”) with certain of our subsidiaries, Wells Fargo Commercial

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Distribution Finance, LLC ("Wells Fargo") and the other lender parties thereto. Loans under the Inventory Financing Facility may be extended from time to time to enable the Company to purchase inventory from certain manufacturers. As of September 30, 2025, the Inventory Financing Facility was scheduled to expire on March 1, 2026 and the maximum borrowing capacity was $595.0 million.

On November 17, 2025, the Company entered into the Third Amendment to Eighth Amended and Restated Inventory Financing Agreement, Omnibus Amendment to Collateralized Guarantees, and First Amendment to Consent Agreement to, among other things, (i) modify certain definitions, terms and conditions, (ii) adjust the maximum funded debt to EBITDA ratio, (iii) adjust the minimum fixed charge coverage ratio, (iv) adjust the minimum liquidity measure, (v) permit certain consignment agreements entered into in the normal course of business, (vi) modify the termination date of the Third Agreement to be March 1, 2027, and (vii) adjust the maximum borrowing capacity to $497.1 million and permit an additional $38.7 million in availability for overtrade capacity.

Under the Inventory Financing Facility, interest on new boats and for rental units is calculated using the Adjusted 30-Day Average SOFR plus an applicable margin of 2.75% to 5.00% depending on the age of the inventory. Interest on pre-owned boats is calculated at the new boat rate plus 0.25%. Loans are extended from time to time to enable us to purchase inventory from certain manufacturers and to lease certain boats and related parts to customers. The applicable financial terms, curtailment schedule and maturity for each loan are set forth in separate program terms letters that are entered into from time to time. The collateral for the Inventory Financing Facility consists primarily of our inventory that was financed through the Inventory Financing Facility and related assets, including accounts receivable, bank accounts, and proceeds of the foregoing, and excludes the collateral that secures the A&R Credit Facility.

We are required to comply with certain financial and non-financial covenants under the Inventory Financing Facility, including certain provisions related to the Funded Debt to EBITDA Ratio, the Fixed Charge Coverage Ratio and the Liquidity measure (as defined in the Inventory Financing Facility). We are also subject to additional restrictive covenants, including restrictions on our ability to (i) use, sell, rent or otherwise dispose of any collateral securing the Inventory Financing Facility except for the sale of inventory in the ordinary course of business, (ii) incur certain liens, (iii) engage in any material transaction not in the ordinary course of business, (iv) change our business in any material manner or our organizational structure, other than as otherwise provided for in the Inventory Financing Facility, (v) engage in certain mergers or consolidations, (vi) acquire certain assets or ownership interests of any other person or entities, except for certain permitted acquisitions, (vii) guarantee or indemnify or otherwise become in any way liable with respect to certain obligations of any other person or entity, except as provided by the Inventory Financing Facility, (viii) redeem, retire, purchase or otherwise acquire, directly or indirectly, any of the equity of our acquired marine retailers (ix) make any change in any of our marine retailers’ capital structure or in any of their business objectives or operations which might in any way adversely affect the ability of such marine retailer to repay its obligations under the Inventory Financing Facility, (x) incur, create, assume, guarantee or otherwise become or remain liable with respect to certain indebtedness, and (xi) make certain payments of subordinated debt. OneWater LLC and certain of its subsidiaries are restricted from, among other things, making cash dividends or distributions without the prior written consent of Wells Fargo. Under the Inventory Financing Facility, among other exceptions, OneWater LLC may make distributions to its members for certain permitted tax payments subject to certain financial ratios, may make scheduled payments on certain subordinated debt, may make distributions to the Company for repurchases of the Company's common stock subject to certain financial ratios, and is permitted to make distributions to OneWater Inc. in an amount sufficient to allow OneWater Inc. to pay its taxes and to make payments under the Tax Receivable Agreement. OneWater LLC’s subsidiaries are generally restricted from making loans or advances to OneWater LLC. Our Executive Chairman, Philip Austin Singleton, Jr., and our Chief Executive Officer, Anthony Aisquith, provide certain personal guarantees of the Inventory Financing Facility.

As of September 30, 2025 and September 30, 2024, our indebtedness associated with financing our inventory under the Inventory Financing Facility totaled $419.7 million and $443.4 million, respectively. Certain of our manufacturers enter into independent agreements with the lenders to the Inventory Financing Facility, which results in a lower effective interest rate charged to us for borrowings related to the products by such manufacturer. As of September 30, 2025 and September 30, 2024, the effective interest rate on the outstanding short-term borrowings under the Inventory Financing Facility was 6.2% and 6.6%, respectively. As of September 30, 2025 and September 30, 2024, our additional available borrowings under our Inventory Financing Facility were $175.3 million and $206.6 million, respectively, based upon the outstanding borrowings and the maximum facility amount. The aging of our inventory limits our borrowing capacity as defined curtailments reduce the allowable advance rate as our inventory ages. For the reporting period ended September 30, 2025, we were in compliance with all covenants under the Inventory Financing Facility.

Notes Payable

Acquisition Notes Payable. In connection with certain of our acquisitions of dealer groups, we have from time to time entered into notes payable agreements with the acquired entities to finance these acquisitions. As of September 30, 2025, we have no indebtedness associated with acquisition notes payable.

Commercial Vehicles Notes Payable. Since 2015, we have entered into multiple notes payable with various commercial lenders in connection with our acquisition of certain vehicles utilized in our retail operations. Such notes bear interest ranging from 0.0% to 10.8% per annum, require monthly payments of approximately $92,000, and mature on dates between October 2025 to May 2032. As of September 30, 2025, we had $1.5 million outstanding under the commercial vehicles notes payable.

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Contractual Obligations

The table below provides estimates of the timing of future payments that we are contractually obligated to make based on agreements in place at September 30, 2025, except as otherwise subsequently amended as noted.

Payments Due by Period (1)

Less than 1

year

1 – 3 years

3 – 5 years

More than 5

years

Total

(in thousands)

A&R Credit Facility(1)

$

80,838 

$

333,516 

$

— 

$

— 

$

414,354 

Inventory Financing Facility(2)

419,682 

— 

— 

— 

419,682 

Notes Payable(3)

868 

615 

60 

6 

1,549 

Estimated interest payments(4)

27,314 

19,689 

2 

— 

47,005 

Operating lease obligations(5)

23,233 

44,488 

37,209 

65,440 

170,370 

Total

$

551,935 

$

398,308 

$

37,271 

$

65,446 

$

1,052,960 

__________________________________

(1)Payments are generally made as required pursuant to the A&R Credit Facility discussed above under “—Debt Agreements—A&R Credit Facility.” Payments are reflect of a change to the repayment schedule from Amendment No.7, entered into on November 17, 2025.

(2)Payments are generally made as required pursuant to the Inventory Financing Facility discussed above under “—Debt Agreements—Inventory Financing Facility.” Amounts do not include estimated interest payments.

(3)Includes notes payable entered into in connection with certain of our acquisitions of dealer groups and notes payable entered into with various commercial lenders in connection with our acquisition of certain vehicles. Payments are generally made as required pursuant to the terms of the relevant notes payable and as discussed above under “—Debt Agreements—Notes Payable.”

(4)Estimated interest payments based on the outstanding principal and stated interest rates on the A&R Credit Facility and Notes Payable.

(5)Includes certain physical facilities and equipment that we lease under noncancelable operating leases.

Tax Receivable Agreement

The Tax Receivable Agreement generally provides for the payment by OneWater Inc. to each TRA Holder of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax (computed using the estimated impact of state and local taxes) that OneWater Inc. actually realizes (or is deemed to realize in certain circumstances) in periods after the IPO as a result of certain tax basis increases and certain tax benefits attributable to imputed interest. OneWater Inc. will retain the benefit of the remaining net cash savings.

As of September 30, 2025 and 2024, our liability under the Tax Receivable Agreement was $37.5 million and $40.6 million, respectively. To the extent OneWater LLC has available cash and subject to the terms of any current or future debt or other agreements, OneWater LLC will make cash distributions to OneWater Inc. in an amount sufficient to allow it to pay its taxes and to make payments under the Tax Receivable Agreement. We generally expect OneWater LLC to fund such distributions out of available cash. However, except in cases where OneWater Inc. elects to terminate the Tax Receivable Agreement early, the Tax Receivable Agreement is terminated early due to certain mergers or other changes of control or OneWater Inc. has available cash but fails to make payments when due, generally OneWater Inc. may elect to defer payments due under the Tax Receivable Agreement if it does not have available cash to satisfy its payment obligations under the Tax Receivable Agreement or if its contractual obligations limit its ability to make these payments. Any such deferred payments under the Tax Receivable Agreement generally will accrue interest. In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, OneWater Inc. realizes in respect of the tax attributes subject to the Tax Receivable Agreement. In the case of such an acceleration, where applicable, we generally expect the accelerated payments due under the Tax Receivable Agreement to be funded out of the proceeds of the change of control transaction giving rise to such acceleration. OneWater Inc. intends to account for any amounts payable under the Tax Receivable Agreement in accordance with ASC Topic 450, Contingencies.

Off Balance Sheet Arrangements

We have no material off balance sheet arrangements.

Recent Accounting Pronouncements

See Note 3 of the Notes to the Consolidated Financial Statements.

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