OneWater Marine Inc 10-Q for FY2025 Q3
OneWater Marine Inc. (ONEW)
10-Q
2025-08-01
For: 2025-06-30
View Original
Added on
April 08, 2026
About this 10-Q
OneWater Marine Inc filed this 10-Q on August 1, 2025, covering the quarter ended June 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $552.86M
- up 1.9% from $542.44M a year earlier
- Net income
- $10.72M
- down 27.0% from net income of $14.68M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________
FORM 10-Q
________________________________________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2025
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ___________ to ___________
Commission file number: 001-39213
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip code) | ||||
(Registrant’s telephone number, including area code): (678 ) 541-6300
________________________________________________________
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.x Yes o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | x | ||||||||||||
| Non-accelerated filer | o | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No
The registrant had 16,370,425 shares of Class A common stock, par value $0.01 per share, and no shares of Class B common stock, par value $0.01 per share, outstanding as of July 21, 2025.
ONEWATER MARINE INC.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2025
TABLE OF CONTENTS
| Page | ||||||||
2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The information in this Quarterly Report on Form 10-Q includes “forward-looking statements.” All statements, other than statements of historical fact included in this Quarterly Report on Form 10-Q, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” included in our Annual Report on Form 10-K for the year ended September 30, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 10, 2024, and under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events.
Forward-looking statements may include statements about:
•general economic conditions, including changes in employment levels, rates of inflation, consumer demand and preferences, consumer confidence levels, fuel prices, levels of discretionary income, consumer spending patterns, and tariff, duty rates or other uncertainties with respect to trade policies;
•economic conditions in certain geographic regions in which we primarily generate our revenue;
•credit markets and the availability and cost of borrowed funds;
•our business strategy, including acquisitions and Dealership same-store growth;
•our ability to integrate acquisitions or conduct dispositions;
•competition;
•our ability to maintain our relationships with manufacturers, including meeting the requirements of our dealer agreements and receiving the benefits of certain manufacturer incentives;
•changes in industry seasonality and changes in demand for our products and our ability to maintain acceptable pricing for our products and services, including financing, insurance and extended service contracts;
•effects of an inflationary environment on the cost of the products we sell and personnel and other expenses that are incurred within our operations;
•our ability to finance working capital and capital expenditures;
•our operating cash flows, the availability of capital and our liquidity;
•our future revenue, Dealership same-store sales, income, financial condition, and operating performance;
•our ability to sustain and improve our utilization, revenue and margins;
•seasonality and inclement weather such as hurricanes, tornadoes, other severe storms, fire and floods, generally and in certain geographic regions in which we primarily generate our revenue;
•any potential tax savings we may realize as a result of our organizational structure;
•our future operating results and profitability; and
•plans, objectives, expectations and intentions contained in this Form 10-Q that are not historical.
3
We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. Should one or more of the risks or uncertainties occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. These risks include, but are not limited to:
•decline in demand for our products and services;
•the seasonality and volatility of the boat industry;
•general domestic and international political and regulatory conditions, including changes in tax or fiscal policy;
•general economic conditions, including uncertainties regarding trade policies, such as the imposition of tariffs;
•environmental conditions and real or perceived human health or safety risks;
•our acquisition strategies and our ability to integrate additional marine retailers;
•effects of industry-wide supply chain challenges and our ability to manage our inventory;
•any global public health concerns, including, for example, our ability to safely operate our locations, access to inventory, and customer demand;
•our ability to retain key personnel and the effects of labor shortages;
•the inability to comply with the financial and other covenants and metrics in our credit facilities;
•cash flow and access to capital;
•the timing of development expenditures; and
• the other risks described under “Risk Factors” and discussed elsewhere in our Annual Report on Form 10-K for the year ended September 30, 2024 and discussed elsewhere in this Quarterly Report on Form 10-Q.
All forward-looking statements, expressed or implied, included in this Quarterly Report on Form 10-Q are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.
Any forward-looking statement that we make in this Quarterly Report on Form 10-Q speaks only as of the date of such statement. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.
4
PART I – FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
ONEWATER MARINE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value and share data)
(Unaudited)
| June 30, 2025 | September 30, 2024 | ||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS: | |||||||||||
| Cash | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other long-term assets | |||||||||||
| Deferred tax assets, net | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| CURRENT LIABILITIES: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Other payables and accrued expenses | |||||||||||
| Customer deposits | |||||||||||
| Notes payable – floor plan | |||||||||||
| Current portion of operating lease liabilities | |||||||||||
| Current portion of long-term debt, net | |||||||||||
| Current portion of tax receivable agreement liability | |||||||||||
| Total current liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Tax receivable agreement liability | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Total liabilities | |||||||||||
| COMMITMENTS AND CONTINGENCIES (Note 14) | |||||||||||
| STOCKHOLDERS’ EQUITY | |||||||||||
Preferred stock, $ | |||||||||||
Class A common stock, $ | |||||||||||
Class B common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income (loss) | ( | ( | |||||||||
| Total stockholders’ equity attributable to OneWater Marine Inc. | |||||||||||
| Equity attributable to non-controlling interests | |||||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
5
ONEWATER MARINE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share data)
(Unaudited)
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| New boat | $ | $ | $ | $ | |||||||||||||||||||
| Pre-owned boat | |||||||||||||||||||||||
| Finance & insurance income | |||||||||||||||||||||||
| Service, parts & other | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Cost of sales: | |||||||||||||||||||||||
| New boat | |||||||||||||||||||||||
| Pre-owned boat | |||||||||||||||||||||||
| Service, parts & other | |||||||||||||||||||||||
| Total cost of sales | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Transaction costs | |||||||||||||||||||||||
| Change in fair value of contingent consideration | |||||||||||||||||||||||
| Restructuring and impairment | |||||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||
| Other expense (income): | |||||||||||||||||||||||
| Interest expense – floor plan | |||||||||||||||||||||||
| Interest expense – other | |||||||||||||||||||||||
| Other (income) expense, net | ( | ( | |||||||||||||||||||||
| Total other expense, net | |||||||||||||||||||||||
| Net income (loss) before income tax expense (benefit) | ( | ||||||||||||||||||||||
| Income tax expense (benefit) | ( | ||||||||||||||||||||||
| Net income (loss) | ( | ||||||||||||||||||||||
| Net (income) attributable to non-controlling interests | ( | ||||||||||||||||||||||
| Net (income) loss attributable to non-controlling interests of One Water Marine Holdings, LLC | ( | ( | |||||||||||||||||||||
| Net income (loss) attributable to OneWater Marine Inc. | $ | $ | $ | ( | $ | ||||||||||||||||||
| Net earnings (loss) per share of Class A common stock – basic | $ | $ | $ | ( | $ | ||||||||||||||||||
| Net earnings (loss) per share of Class A common stock – diluted | $ | $ | $ | ( | $ | ||||||||||||||||||
| Basic weighted-average shares of Class A common stock outstanding | |||||||||||||||||||||||
| Diluted weighted-average shares of Class A common stock outstanding | |||||||||||||||||||||||
6
ONEWATER MARINE INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
| For the Three Months Ended June 30, | For the Nine Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income (loss) | $ | $ | $ | ( | $ | ||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | |||||||||||||||||||||
| Change in fair value of interest rate swaps, net of reclassification adjustment | ( | ||||||||||||||||||||||
| Income tax benefit associated with other comprehensive income items | |||||||||||||||||||||||
| Comprehensive income (loss) | ( | ||||||||||||||||||||||
| Net (income) attributable to non-controlling interests | ( | ||||||||||||||||||||||
| Net (income) loss attributable to non-controlling interests of One Water Marine Holdings, LLC | ( | ( | |||||||||||||||||||||
| Foreign currency translation adjustment attributable to non-controlling interest of One Water Marine Holdings, LLC | ( | ( | |||||||||||||||||||||
| Change in fair value of interest rate swaps, net of reclassification adjustment attributable to non-controlling interest of One Water Marine Holdings, LLC | ( | ||||||||||||||||||||||
| Income tax expense associated with other comprehensive income items attributable to non-controlling interest of One Water Marine Holdings, LLC | |||||||||||||||||||||||
| Comprehensive income (loss) attributable to OneWater Marine Inc. | $ | $ | $ | ( | $ | ||||||||||||||||||
7
ONEWATER MARINE INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
(Unaudited)
| Class A Common Stock | Class B Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Additional Paid-in Capital | Retained Earnings | Non-controlling Interest | Accumulated Other Comprehensive Income (Loss) | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Shares issued upon vesting of equity-based awards, net of tax withholding | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Change in fair value of interest rate swaps, net of reclassification adjustment and $ | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Distributions to members | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Exchange of B shares for A shares | ( | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis | — | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Shares issued as part of employee stock purchase plan | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Change in fair value of interest rate swaps, net of reclassification adjustment and $ | — | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to members | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Change in fair value of interest rate swaps, net of reclassification adjustment and $ | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||
8
| Class A Common Stock | Class B Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Additional Paid-in Capital | Retained Earnings | Non-controlling Interest | Accumulated Other Comprehensive Income (Loss) | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Distributions to members | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Purchase of non-controlling interest | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Shares issued upon vesting of equity-based awards, net of tax withholding | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Distributions to members | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Shares issued upon vesting of equity-based awards, net of tax withholding | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Shares issued as part of employee stock purchase plan | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to members | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
9
ONEWATER MARINE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| For the Nine Months Ended June 30 | 2025 | 2024 | ||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||||
| Net (loss) income | $ | ( | $ | |||||||||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Equity-based awards | ||||||||||||||
| Loss (gain) on asset disposals | ( | |||||||||||||
| Non-cash interest expense | ||||||||||||||
| Deferred income tax provision | ( | |||||||||||||
| Change in fair value of contingent consideration | ||||||||||||||
| Loss on equity investment | ||||||||||||||
| (Increase) decrease in assets: | ||||||||||||||
| Accounts receivable | ( | ( | ||||||||||||
| Inventories | ||||||||||||||
| Prepaid expenses and other current assets | ( | |||||||||||||
| Other assets | ( | |||||||||||||
| Increase (decrease) in liabilities: | ||||||||||||||
| Accounts payable | ( | |||||||||||||
| Other payables and accrued expenses | ( | ( | ||||||||||||
| Customer deposits | ( | ( | ||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||||
| Purchases of property and equipment and construction in progress | ( | ( | ||||||||||||
| Proceeds from disposal of property and equipment | ||||||||||||||
| Cash used for additions to intangible assets | ( | ( | ||||||||||||
| Cash received (used) in acquisitions | ( | |||||||||||||
| Proceeds from disposal of a business | ||||||||||||||
| Net cash (used in) provided by investing activities | ( | |||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||||
| Net borrowings from floor plan | ( | ( | ||||||||||||
| Proceeds from long-term debt | ||||||||||||||
| Payments on long-term debt | ( | ( | ||||||||||||
| Payments of debt issuance costs | ( | ( | ||||||||||||
| Payments of contingent consideration | ( | ( | ||||||||||||
| Payments of tax withholdings for equity-based awards | ( | ( | ||||||||||||
| Proceeds from issuance of Class A common stock as part of employee stock purchase plan | ||||||||||||||
| Distributions to members | ( | ( | ||||||||||||
| Purchase of non-controlling interest | ( | |||||||||||||
| Net cash used in financing activities | ( | ( | ||||||||||||
| Effects of exchange rate changes on cash and restricted cash | ( | |||||||||||||
| Net change in cash and restricted cash | ( | |||||||||||||
| Cash and restricted cash at beginning of period | ||||||||||||||
| Cash and restricted cash at end of period | $ | $ | ||||||||||||
| Supplemental cash flow disclosures: | ||||||||||||||
| Cash paid for interest | $ | $ | ||||||||||||
| Cash (received) paid for income taxes and income tax refunds | ( | |||||||||||||
| Noncash items: | ||||||||||||||
| Purchase of property and equipment funded by long-term debt | ||||||||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | ||||||||||||||
10
OneWater Marine Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
1. Description of Company and Basis of Presentation
Description of the Business
OneWater Marine Inc. (“OneWater Inc”) was incorporated in Delaware on April 3, 2019 and was a wholly-owned subsidiary of One Water Marine Holdings, LLC (“OneWater LLC”). Pursuant to a reorganization on February 11, 2020 into a holding company structure for the purpose of facilitating an initial public offering (the “IPO”) and related transactions in order to carry on the business of OneWater LLC and its subsidiaries (together with OneWater Inc, the “Company”), OneWater Inc is the holding company and its sole material asset is the equity interest in OneWater LLC. OneWater LLC was organized as a limited liability company under the law of the State of Delaware in 2014 and is the parent company of One Water Assets & Operations (“OWAO”), and its subsidiaries.
The Company is one of the largest recreational marine retailers in the United States. The Company engages primarily in the retail sale, brokerage, and service of new and pre-owned boats, motors, trailers, the sale of marine parts and accessories, and offers slip and storage accommodations in certain locations. The Company also arranges related boat financing, insurance, and extended service contracts for customers with third-party lenders and insurance companies. As of June 30, 2025, the Company operates a total of 97 retail locations, 9 distribution centers/warehouses and multiple online marketplaces in 19 states, several of which are in the top twenty states for marine retail expenditures.
Operating results are generally subject to seasonal variations. Demand for products is generally highest during the third and fourth quarters of the fiscal year and, accordingly, revenues are generally expected to be higher during these periods. General economic conditions, including rising interest rates, tariff and duty rates as well as other uncertainties with respect to trade policies, and consumer spending patterns, can negatively impact the Company’s operating results. Unfavorable local, regional, national, or global economic developments, global public health concerns, or uncertainties could reduce consumer spending and adversely affect the Company’s business. Consumer spending on discretionary goods may also decline as a result of lower consumer confidence levels, 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. Economic conditions in areas in which the Company operates, particularly in the Southeast, can have a major impact on the Company’s overall results of operations. Local influences such as corporate downsizing, inclement weather such as hurricanes, tornadoes and other storms, environmental conditions, and other events have and could adversely affect the Company’s 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 the Company’s business.
Sales of new boats from the Company’s top ten brands represent approximately 42.4 % and 42.7 % of total sales for the nine months ended June 30, 2025 and 2024, respectively, making them major suppliers of the Company. Of this amount, Malibu Boats, Inc., including its brands Malibu, Axis, Cobalt, Pursuit, Maverick, Hewes, Cobia and Pathfinder accounted for 13.1 % and 13.7 % of our consolidated revenue for the nine months ended June 30, 2025 and 2024, respectively. As is typical in the industry, the Company contracts with most manufacturers under renewable annual dealer agreements, each of which provides the right to sell various makes and models of boats within a given geographic region. Any change or termination of these agreements, for any reason, or changes in competitive, regulatory, or marketing practices, including rebate or incentive programs, could adversely affect results of operations. Pre-owned boats are usually trade-ins from retail customers who are purchasing a boat from the Company.
Principles of Consolidation
As the sole managing member of OneWater LLC, OneWater Inc operates and controls all of the businesses and affairs of OneWater LLC. Through OneWater LLC and its wholly-owned subsidiaries, whether directly or indirectly, OneWater Inc conducts its business. As a result, OneWater Inc consolidates the financial results of OneWater LLC and its subsidiaries and, prior to the redemption of all outstanding OneWater LLC units and shares of Class B common stock of OneWater Inc, historically reported non-controlling interests related to the portion of units of OneWater LLC (the “OneWater LLC Units”) not owned by OneWater Inc, which reduced net income (loss) attributable to OneWater Inc’s Class A stockholders. As of June 30, 2025, OneWater Inc owned 100.0 % of the economic interest of OneWater LLC and, accordingly, going forward will no longer report any non-controlling interest related to OneWater LLC Units.
Commencing December 31, 2021, the Company owned 80 % of the economic interest of Quality Assets and Operations, LLC, over which the Company exercised control and the minority interest in this subsidiary was recorded accordingly. On October 31, 2023, the Company acquired the remaining 20 % of the economic interest and, as a result, owns 100 % of Quality Assets and Operations, LLC.
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Basis of Financial Statement Preparation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements, which do not include all the information and notes required by such accounting principles for annual financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with OneWater Inc’s Annual Report on Form 10-K for the year ended September 30, 2024. All adjustments, consisting of only normal recurring adjustments considered by management to be necessary for fair presentation, have been reflected in these unaudited condensed consolidated financial statements.
2. Summary of Significant Accounting Policies
Cash
At times the amount of cash on deposit may exceed the federally insured limit of the bank. Deposit accounts at each of the institutions are insured up to $250,000 by the Federal Deposit Insurance Corporation (FDIC). At June 30, 2025 and September 30, 2024, the Company exceeded FDIC limits at various institutions. The Company has not experienced any losses in such accounts and believes there is little to no exposure to any significant credit risk. Total cash and restricted cash shown in the unaudited condensed consolidated statements of cash flows is comprised of the amounts reported in cash and restricted cash on the unaudited condensed consolidated balance sheets.
Restricted Cash
Restricted cash relates to amounts collected for brokerage sales, in certain states, which are held in escrow on behalf of the respective buyers and sellers for future purchases of boats.
Inventories
Goodwill and Other Identifiable Intangible Assets
Goodwill is an asset representing operational synergies and future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Other identifiable intangible assets primarily consist of trade names, developed technologies, and customer relationships related to the acquisitions the Company has completed. The Company has determined that trade names have an indefinite life, as there are 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 Company, and therefore, are not subject to amortization. Developed technologies and customer relationships are amortized over their estimated useful lives of ten years . Goodwill and indefinite-lived intangible assets are accounted for in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, ‘‘Intangibles – Goodwill and Other’’ (‘‘ASC 350’’), which provides that the excess of cost over the fair value of the net assets of businesses acquired, including other identifiable intangible assets, is recorded as goodwill.
In accordance with ASC 350, Goodwill and indefinite-lived intangible assets are tested for impairment at least annually, or more frequently when events or circumstances indicate that impairment might have occurred. ASC 350 also states for annual impairment tests that if an entity determines, based on an assessment of certain qualitative factors, that it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is greater than its carrying amount, then a quantitative impairment test is unnecessary. The Company performs its annual test in the fiscal fourth quarter.
Sales Tax
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Revenue Recognition
Revenue is recognized from the sale of products and commissions earned on new and pre-owned boats (including used, brokerage, consignment and wholesale) when ownership is transferred to the customer, which is generally upon acceptance by or delivery to the customer. At the time of acceptance or delivery, the customer is able to direct the use of, and obtain substantially all of the benefits. We are the principal with respect to revenue from new, pre-owned and consignment sales and such revenue is recorded at the gross sales price. With respect to brokerage transactions, we are acting as an agent in the transaction, therefore the fee or commission is recorded on a net basis.
Revenue from parts and accessories sold directly to a customer (not on a repair order) is recognized when control of the item is transferred to the customer, which is typically upon shipment. Revenue from parts and service operations (boat maintenance and repairs) is recorded over time as services are performed. Satisfaction of this performance obligation creates an asset with no alternative use for which an enforceable right to payment for performance to date exists within our contractual agreements. Each boat maintenance and repair service is a single performance obligation that includes both the parts and labor associated with the service. Payment for boat maintenance and repairs is typically due upon the completion of the service, which is generally completed within a period of one year or less from contract inception. The Company recorded contract assets in prepaid expenses and other current assets of $4.8 million and $4.2 million as of June 30, 2025 and September 30, 2024, respectively.
Certain parts and service transactions require the Company to perform shipping and handling activities after the transfer of control to the customer (e.g., when control transfers prior to delivery). They are considered fulfillment activities and are included in selling, general and administrative expenses.
Revenue from storage and marina operations is recognized on a straight-line basis over the term of the contract as services are completed. Revenue from arranging financing, insurance and extended warranty contracts to customers through various third-party financial institutions and insurance companies is recognized when the related boats are sold. We do not directly finance our customers’ boat, motor or trailer purchases. We are acting as an agent in the transaction, therefore the commissions are recorded on a net basis. Subject to our agreements and in the event of early cancellation, prepayment or default of such loans or insurance contracts by the customer, we may be assessed a chargeback for a portion of the commission paid by the third-party financial institutions and insurance companies. We reserve for these chargebacks based on our historical experience with repayments or defaults. Chargebacks were not material to the unaudited condensed consolidated financial statements for the three and nine months ended June 30, 2025 and 2024.
Contract liabilities consist of deferred revenues from marina and storage operations and customer deposits and are classified in customer deposits in the Company’s unaudited condensed consolidated balance sheets. Deposits received from customers are recorded as a liability until the related sales orders have been fulfilled by us and control of the vessel is transferred to the customer. The activity in customer deposits for the three and nine months ended June 30, 2025 and 2024 is as follows:
| ($ in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | |||||||||
| Beginning contract liability | $ | $ | |||||||||
| Revenue recognized from contract liabilities included in the beginning balance | ( | ( | |||||||||
| Increases due to cash received, net of amounts recognized in revenue during the period | |||||||||||
| Ending contract liability | $ | $ | |||||||||
| ($ in thousands) | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | |||||||||
| Beginning contract liability | $ | $ | |||||||||
| Revenue recognized from contract liabilities included in the beginning balance | ( | ( | |||||||||
| Increases due to cash received, net of amounts recognized in revenue during the period | |||||||||||
| Ending contract liability | $ | $ | |||||||||
The following table sets forth percentages on the timing of revenue recognition for the three and nine months ended June 30, 2025 and 2024.
| Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | ||||||||||
| Goods and services transferred at a point in time | % | % | |||||||||
| Goods and services transferred over time | % | % | |||||||||
| Total Revenue | % | % | |||||||||
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| Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | ||||||||||
| Goods and services transferred at a point in time | % | % | |||||||||
| Goods and services transferred over time | % | % | |||||||||
| Total Revenue | % | % | |||||||||
Income Taxes
OneWater Inc is a corporation and as a result, is subject to U.S. federal, state and local income taxes. We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the consolidated financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the book value and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period in which the enactment date occurs. We recognize deferred tax assets to the extent we believe these assets are more-likely-than-not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations.
OneWater LLC is treated as a partnership for U.S. federal income tax purposes and therefore does not pay U.S. federal income tax on its taxable income. Instead, the OneWater LLC members are liable for U.S. federal income tax on their respective shares of the Company’s taxable income reported on the members’ U.S. federal income tax returns.
When there are situations with uncertainty as to the timing of the deduction, the amount of the deduction, or the validity of the deduction, the Company adjusts the financial statements to reflect only those tax positions that are more-likely-than-not to be sustained. Positions that meet this criterion are measured using the largest benefit that is more than 50% likely to be realized. Interest and penalties related to income taxes are included in the benefit (provision) for income taxes in the consolidated statements of operations.
Vendor Consideration Received
Consideration received from vendors is accounted for in accordance with FASB Accounting Standards Codification 330, ‘‘Inventory’’ (‘‘ASC 330’’). Pursuant to ASC 330, manufacturer incentives based upon cumulative volume of sales and purchases are recorded as a reduction of inventory cost and related cost of sales when the amounts are probable and reasonably estimable.
Derivative and Hedging Instruments
The Company utilizes derivative financial instruments to manage its interest rate risk. The types of risks hedged are those relating to the variability of cash flows caused by fluctuations in interest rates. The Company documents the management strategy and assesses hedge effectiveness at inception and throughout the term of the hedging relationship. Derivatives are reported at fair value on the accompanying unaudited condensed consolidated balance sheets.
The changes in fair value on the hedges is reported as a component of accumulated other comprehensive income (loss) on the accompanying unaudited condensed consolidated balance sheets, and reclassified to either interest expense – floor plan or interest expense – other in the accompanying unaudited condensed consolidated statements of operations based on the nature of the hedged transaction in the period during which the hedged transaction affects earnings. Cash flows from hedging instruments, including cash receipts and payments, are classified on the unaudited condensed consolidated statements of cash flows in the same category as the cash flows resulting from the item being hedged.
Use of Estimates
Segment Information
We report our operations through two reportable segments: Dealerships and Distribution. 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. The Distribution segment engages in the manufacturing, assembly and distribution primarily of marine related products to distributors, big box retailers and online retailers through a network of warehouse and distribution centers. Each reporting segment has discrete financial information and is regularly reviewed by
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3. New Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which is intended to improve financial reporting by requiring disclosures of incremental segment information on an annual and interim basis. The pronouncement is effective for a public company's annual reporting periods beginning after December 15, 2023, and interim periods within annual reporting periods beginning after December 15, 2024. The Company expects this standard to result in an increase in the reportable segment disclosures made by the Company. The Company plans to adopt the pronouncement beginning in the annual report for fiscal year 2025 and in interim reports during fiscal year 2026.
In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures", which is intended to improve the transparency, effectiveness and comparability of income tax disclosures by requiring greater disaggregation of information and additional disclosures. The pronouncement is effective for a public company's annual reporting periods beginning after December 15, 2024. The Company is currently evaluating the impact that this standard will have on the consolidated financial statements. The Company plans to adopt the pronouncement in fiscal year 2026.
In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses", which is intended to improve financial reporting by requiring disclosure of additional information about specific expense categories in the notes to the financial statements. The pronouncement is effective for a public company's annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that this standard will have on the consolidated financial statements. The Company plans to adopt the pronouncement beginning in the annual report for fiscal year 2028 and in interim reports during fiscal year 2029.
Other than as noted above, there are no new accounting pronouncements that are expected to have a material effect on our consolidated financial statements.
4. Accounts Receivable
Accounts receivable primarily consists of trade accounts receivable, contracts in transit and manufacturer receivables. Trade receivables include amounts due from customers on the sale of boats, parts, service, and storage. Contracts in transit represent anticipated funding from the loan agreement customers execute at the dealership when they purchase their new or pre-owned boat. These finance contracts are typically funded within 30 days. Amounts due from manufacturers represent receivables for various manufacturer incentive programs and parts and service work performed pursuant to the manufacturers’ warranties.
The allowance for credit losses is estimated based on past collection experience, current conditions and reasonable and supportable forecasts. The activity for charges and subsequent recoveries is immaterial.
Accounts receivable consisted of the following:
| ($ in thousands) | June 30, 2025 | September 30, 2024 | |||||||||
| Contracts in transit | $ | $ | |||||||||
| Trade accounts receivable | |||||||||||
| Manufacturer receivable | |||||||||||
| Income tax receivable | |||||||||||
| Total accounts receivable | |||||||||||
| Less – allowance for credit losses | ( | ( | |||||||||
| Total accounts receivable, net | $ | $ | |||||||||
5. Inventories
Inventories consisted of the following:
| ($ in thousands) | June 30, 2025 | September 30, 2024 | |||||||||
| New vessels | $ | $ | |||||||||
| Pre-owned vessels | |||||||||||
| Work in process, parts and accessories | |||||||||||
| Total inventories | $ | $ | |||||||||
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6. Goodwill and Intangible Assets
Our acquisitions have resulted in the recording of goodwill and other identifiable intangible assets. Goodwill is an asset representing operational synergies and future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets consist of internally developed software, domain names and other identifiable intangible assets, such as trade names, developed technologies, and customer relationships related to the acquisitions the Company has completed. The changes in goodwill and intangible assets are as follows:
| Goodwill | Trade Names | Developed Technologies | Customer Relationships | Domain Names | Internally Developed Software | Total Intangible Assets, net | ||||||||||||||||||||||||||||||||||||||
| ($ in thousands) | Unamortized | Unamortized | Amortized | Amortized | Amortized | Amortized | ||||||||||||||||||||||||||||||||||||||
| Net balance as of September 30, 2024 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Acquisitions and additions during the nine months ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Other adjustments during the nine months ended June 30, 2025 | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||
| Accumulated amortization for the nine months ended June 30, 2025 | — | — | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||
| Net balance as of June 30, 2025 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Amortization expense is recorded in depreciation and amortization expense in the unaudited condensed consolidated statements of operations and was $2.1 0.4 million and $0.3 million for the three months ended June 30, 2025 and 2024, respectively, for internally developed software. Amortization expense was $6.4 million and $5.7 million for the nine months ended June 30, 2025 and 2024, respectively, which includes amortization expense of $1.0 million and $0.8 million for the nine months ended June 30, 2025 and 2024, respectively, for internally developed software. For internally developed software acquisitions and additions during the nine months ended June 30, 2025, the weighted average useful life is 3.7 years.
The following table summarizes the expected amortization expense for the fiscal years 2025 through 2029 and thereafter ($ in thousands):
| 2025 (excluding the nine months ended June 30, 2025) | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| $ | |||||
As of June 30, 2025 and September 30, 2024, the carrying value of goodwill totaled $336.6 295.3 41.3
7. Notes Payable — Floor Plan
The Company maintains an ongoing wholesale marine products inventory financing program with a syndicate of banks. The program is administered by Wells Fargo Commercial Distribution Finance, LLC (“Wells Fargo”) as set forth in the Eighth Amended and Restated Inventory Financing Agreement entered into by the Company and certain of its subsidiaries with Wells Fargo and the other financial institutions party thereto on November 14, 2023 (as amended from time to time, the “Inventory Financing Facility”). On November 13, 2024, the Company and certain of its subsidiaries entered into the Consent, Waiver and Second Amendment to the Eighth Amended and Restated Inventory Financing Agreement with Wells Fargo and other lenders party thereto which, among other things, (i) modified certain definitions, terms and conditions, (ii) adjusted the minimum fixed charge coverage ratio, (iii) adjusted the maximum funded debt to EBITDA ratio, (iv) established a new minimum liquidity measure, (v) allowed for certain swap transactions to mitigate risk in the ordinary course of business, and (vi) reduced the maximum borrowing capacity from $650.0 million to $595.0 million. The Inventory Financing Facility expires on March 1, 2026. The outstanding balance of the facility was $435.8 million and $443.4 million, as of June 30, 2025 and September 30, 2024, respectively.
Interest on new boats and rental units is calculated using the Adjusted 30 -Day Average SOFR (as defined in the Inventory Financing Facility) (“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 %. Wells Fargo will finance 100.0 % of the vendor invoice price for new boats, engines, and trailers. As of June 30, 2025 the interest rate on the Inventory Financing Facility ranged from 7.18 % to 9.43 % for new inventory and 7.43 % to 9.68 % for pre-owned inventory. As of September 30, 2024 the interest rate on the Inventory Financing Facility ranged from
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The Inventory Financing Facility has certain financial and non-financial covenants as specified in the agreement. The financial covenants include requirements to comply with a maximum funded debt to EBITDA ratio, a minimum fixed charge coverage ratio and a minimum liquidity measure (as defined in the Inventory Financing Facility). In addition, certain non-financial covenants could restrict the Company’s ability to sell assets (excluding inventory in the normal course of business), engage in certain mergers and acquisitions, incur additional debt and pay cash dividends or distributions, among others. The Company was in compliance with all covenants for the reporting period ended June 30, 2025.
The collateral for the Inventory Financing Facility consists primarily of our inventory that is financed through the Inventory Financing Facility and related assets, including accounts receivable, bank accounts and proceeds of the foregoing, and excludes the collateral that underlies the term note payable to Truist Bank.
8. Long-term Debt and Line of Credit
On August 9, 2022, the Company and certain of its subsidiaries entered into the Amended and Restated Credit Agreement (the “A&R Credit Facility”) with Truist Bank. The A&R Credit Facility provides for a $65.0 million revolving credit facility (the “A&R Revolving Facility”) that may be used for revolving credit loans (including up to $5.0 million in swingline loans and up to $5.0 million in letters of credit) and a $445.0 million term loan (the “A&R Term Loan”). Subject to certain conditions, the available amount under the revolving credit facility and term loans may be increased by $125.0 million in the aggregate. The A&R Credit Facility bears interest at a rate that is equal to Term SOFR plus an applicable margin ranging from 1.75 % to 2.75 % based on certain consolidated leverage ratio measures. On November 13, 2024, the Company and certain of its subsidiaries entered into Amendment No. 6 to the Amended and Restated Credit Agreement and Waiver and Amendment No. 1 to Pledge and Security Agreement with Truist Bank to, among other things, (i) modify certain definitions, 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, 2026, and in connection therewith, the repayment schedule. The A&R Revolving Facility matures on July 31, 2026. The A&R Term Loan is repayable in installments beginning December 31, 2022, with the remainder due on July 31, 2026. The maturity date of the A&R Credit Facility is within one year of the date that these financial statements are issued. The Company is in the process of amending the A&R Credit Facility and expects to modify the maturity date and extend the repayment schedule prior to the filing of the Company's Annual Report for the current fiscal year.
The A&R Credit Facility is collateralized by certain real and personal property (including certain capital stock) of the Company and its subsidiaries. The collateral does not include inventory and certain other assets of the Company’s subsidiaries financed under the Inventory Financing Facility. The A&R Credit Facility is subject to certain financial covenants related to 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 Company to incur additional debt, transfer or dispose of all of its assets, make certain investments, loans or payments and engage in certain transactions with affiliates. The Company was in compliance with all covenants for the reporting period ended June 30, 2025.
Long-term debt consisted of the following at:
| ($ in thousands except monthly payment amounts) | June 30, 2025 | September 30, 2024 | |||||||||
Term note payable to Truist Bank, secured and bearing interest at | $ | $ | |||||||||
Revolving note payable for an amount up to $ | |||||||||||
Notes payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from | |||||||||||
Note payable to Norfolk Marine Company, unsecured and bearing interest at | |||||||||||
| Total debt outstanding | |||||||||||
| Less current portion (net of debt issuance costs) | ( | ( | |||||||||
| Less unamortized portion of debt issuance costs | ( | ( | |||||||||
| Long-term debt, net of current portion and unamortized debt issuance costs | $ | $ | |||||||||
As of June 30, 2025 and September 30, 2024, the Company had $2.8 million and $1.6 million, respectively, in letters of credit outstanding under the A&R Revolving Facility.
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9. Derivative and Hedging Instruments
The Company is subject to interest rate risk as a result of required interest payments of the Inventory Financing Facility and A&R Credit Facility. The Company has two interest rate swap agreements which are designed to provide a hedge against changes in variable rate cash flows regarding fluctuations in the SOFR and Term SOFR rates which are used in calculating interest payments. The following table provides information on the attributes of each swap as of June 30, 2025:
| Inception Date | Hedged Rate | Notional Value at Inception (in thousands) | Maturity Date | |||||||||||||||||
| September 2024 | SOFR | $ | September 2027 | |||||||||||||||||
| September 2024 | Term SOFR | $ | September 2027 | |||||||||||||||||
The fair value of the cash flow swaps is calculated using an income approach. The income approach involves using the quoted price for economically equivalent inputs or valuation methodologies, assumptions and inputs, which in the case of projected future cash flows, discount such cash flows to a single net present value amount. The following table provides information regarding the fair value of the interest rate swap agreements and the impact on the unaudited condensed consolidated balance sheets at ($ in thousands):
| Balance Sheet Location | June 30, 2025 | September 30, 2024 | ||||||||||||
| Prepaid expenses and other current assets | $ | $ | ||||||||||||
| Other long-term liabilities | ( | ( | ||||||||||||
| Net asset (liability) | $ | ( | $ | ( | ||||||||||
The interest rate swaps qualify for cash flow hedge accounting treatment. The interest rate swaps are marked to market each reporting date and any unrealized gains or losses, and the related income tax effects, are included in accumulated other comprehensive income (loss) and reclassified into earnings in the same period during which the hedged transactions affect earnings. Information about the effect of the interest swap agreements in the accompanying unaudited condensed consolidated statements of operations and unaudited condensed consolidated statements of comprehensive income (loss), is as follows ($ in thousands):
| For the three months ended June 30, | Results Recognized in Accumulated Other Comprehensive Income (Loss) (effective Portion) | Location of Results Reclassified from Accumulated Other Comprehensive Income (Loss) to Earnings | Results Reclassified from Accumulated Other Comprehensive Income (Loss) to Earnings | |||||||||||||||||
| 2025 | $ | ( | Interest expense – other and Interest expense – floor plan | $ | ||||||||||||||||
| 2024 | $ | Interest expense – other and Interest expense – floor plan | $ | |||||||||||||||||
| For the nine months ended June 30, | Results Recognized in Accumulated Other Comprehensive Income (Loss) (effective Portion) | Location of Results Reclassified from Accumulated Other Comprehensive Income (Loss) to Earnings | Results Reclassified from Accumulated Other Comprehensive Income (Loss) to Earnings | |||||||||||||||||
| 2025 | $ | Interest expense – other and Interest expense – floor plan | $ | |||||||||||||||||
| 2024 | $ | Interest expense – other and Interest expense – floor plan | $ | |||||||||||||||||
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The following table sets forth the location and amount of gain or (loss) recognized in earnings on cash flow hedging relationships for the three and nine months ended June 30, 2025 and 2024 ($ in thousands):
| Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | |||||||||||||||||||||||||
| Interest expense – other | Interest expense – floor plan | Interest expense – other | Interest expense – floor plan | |||||||||||||||||||||||
| Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) to earnings | $ | $ | $ | $ | ||||||||||||||||||||||
| Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | |||||||||||||||||||||||||
| Interest expense – other | Interest expense – floor plan | Interest expense – other | Interest expense – floor plan | |||||||||||||||||||||||
| Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) to earnings | $ | $ | $ | $ | ||||||||||||||||||||||
As of June 30, 2025, the amount expected to be reclassified out of accumulated other comprehensive income (loss) into earnings during the next 12 months is a gain of $1.4 million. The ultimate amount recognized will vary based on fluctuations of interest rates through the maturity dates.
10. Stockholders’ Equity
Equity-Based Compensation
We maintain the OneWater Marine Inc. Omnibus Incentive Plan (the “LTIP”) to incentivize individuals providing services to OneWater Inc and its subsidiaries and affiliates. The LTIP provides for the grant, from time to time, at the discretion of the board of directors of OneWater Marine Inc. (the “Board”) or a committee thereof, of (1) stock options, (2) stock appreciation rights, (3) restricted stock, (4) restricted stock units, (5) stock awards, (6) dividend equivalents, (7) other stock-based awards, (8) cash awards, (9) substitute awards and (10) performance awards. The total number of shares reserved for issuance under the LTIP that may be issued pursuant to incentive stock options (which generally are stock options that meet the requirements of Section 422 of the Code) is 1,631,312 . The LTIP is and will continue to be administered by the Board, except to the extent the Board elects a committee of directors to administer the LTIP. Class A common stock subject to an award that expires or is cancelled, forfeited, exchanged, settled in cash or otherwise terminated without delivery of shares (including forfeiture of restricted stock awards) and shares withheld to pay the exercise price of, or to satisfy the withholding obligations with respect to, an award will again be available for delivery pursuant to other awards under the LTIP.
During the nine months ended June 30, 2025, the Board approved the grant of 152,072 performance-based restricted stock units, which represents 100 % of the target award. Performance-based restricted stock units provide an opportunity for the recipient to receive a number of shares of our common stock based on our performance goals. A performance-based restricted stock unit equals one share of common stock of the Company. The performance-based restricted stock units vest in three equal annual installments commencing on October 1, 2025. As of June 30, 2025, the Company estimated achievement of the performance targets at 125 %.
During the nine months ended June 30, 2025, the Board approved the grant of 211,978 time-based restricted stock units. Of this amount, 36,596 restricted stock units fully vest on October 1, 2025 and the remaining 175,382 restricted stock units vest in three equal annual installments commencing on October 1, 2025.
Compensation cost for time-based restricted stock units is based on the closing price of our common stock on the date immediately preceding the grant and is recognized on a graded basis over the applicable vesting periods. Compensation cost for performance share units is based on the closing price of our common stock on the date immediately preceding the grant and the ultimate performance level achieved and is recognized on a graded basis over the applicable vesting period. The Company recognized $2.3 million and $2.1 million of compensation expense for the three months ended June 30, 2025 and 2024, respectively, which includes $1.2 million and $0.9 million of compensation expense for the three months ended June 30, 2025 and 2024, respectively, for performance-based units. The Company recognized $6.3 million and $6.5 million of compensation expense for the nine months ended June 30, 2025 and 2024, respectively, which includes $2.7 million and $2.6 million of compensation expense for the nine months ended June 30, 2025 and 2024, respectively, for performance-based units.
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The following table further summarizes activity related to restricted stock units for the nine months ended June 30, 2025:
| Restricted Stock Unit Awards | |||||||||||
| Number of Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Unvested at September 30, 2024 | $ | ||||||||||
| Awarded | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Unvested at June 30, 2025 | $ | ||||||||||
As of June 30, 2025, the total unrecognized compensation expense related to outstanding equity awards was $6.3 million, which the Company expects to recognize over a weighted-average period of 1.3 years.
We issue shares of our Class A common stock upon the vesting of performance-based restricted stock units and time-based restricted stock units. These shares are issued from our authorized and not outstanding common stock. In addition, in connection with the vesting of restricted stock units, we repurchase a portion of shares equal to the amount of employee income tax withholding. We recognize forfeitures of performance-based restricted stock units and time-based restricted stock units as the forfeitures occur.
Net Earnings (Loss) Per Share
Basic and diluted net earnings (loss) per share of Class A common stock is computed by dividing net income (loss) attributable to OneWater Inc by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted net earnings (loss) per share is computed by giving effect to all potentially dilutive shares.
The following table sets forth the calculation of net earnings per share for the three months ended June 30, 2025 and 2024 (in thousands, except per share data):
| Net earnings per share: | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | ||||||||||||
| Numerator: | ||||||||||||||
| Net income attributable to OneWater Inc | $ | $ | ||||||||||||
| Denominator: | ||||||||||||||
| Weighted-average number of unrestricted outstanding common shares used to calculate basic net earnings per share | ||||||||||||||
| Effect of dilutive securities: | ||||||||||||||
| Restricted stock units | ||||||||||||||
| Employee stock purchase plan | ||||||||||||||
| Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net earnings per share | ||||||||||||||
| Net earnings per share of Class A common stock – basic | $ | $ | ||||||||||||
| Net earnings per share of Class A common stock – diluted | $ | $ | ||||||||||||
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The following table sets forth the calculation of net (loss) earnings per share for the nine months ended June 30, 2025 and 2024 (in thousands, except per share data):
| Net (loss) earnings per share: | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | ||||||||||||
| Numerator: | ||||||||||||||
| Net (loss) income attributable to OneWater Inc | $ | ( | $ | |||||||||||
| Denominator: | ||||||||||||||
| Weighted-average number of unrestricted outstanding common shares used to calculate basic net (loss) earnings per share | ||||||||||||||
| Effect of dilutive securities: | ||||||||||||||
| Restricted stock units | ||||||||||||||
| Employee stock purchase plan | ||||||||||||||
| Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net (loss) earnings per share | ||||||||||||||
| Net (loss) earnings per share of Class A common stock – basic | $ | ( | $ | |||||||||||
| Net (loss) earnings per share of Class A common stock – diluted | $ | ( | $ | |||||||||||
Shares of Class B common stock and unvested restricted stock units do not share in the income (losses) of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted net income (loss) per share of Class B common stock under the two-class method has not been presented.
The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted net earnings (loss) per share because the effect of including such potentially dilutive shares would have been antidilutive upon conversion (in thousands):
| Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | ||||||||||
| Class B common stock | |||||||||||
| Restricted Stock Units | |||||||||||
| Employee Stock Purchase Plan | |||||||||||
| Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | ||||||||||
| Class B common stock | |||||||||||
| Restricted Stock Units | |||||||||||
| Employee Stock Purchase Plan | |||||||||||
On March 30, 2022, the Board approved a share repurchase program up to $50 million. No shares of Class A common stock were repurchased by the Company during the nine months ended June 30, 2025. As of June 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. As of June 30, 2025, approximately $48.1 million remained available for future purchase under the repurchase program. The repurchase program does not have a predetermined expiration date.
Employee Stock Purchase Plan
At the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”), held on February 23, 2021, the Company’s stockholders approved the OneWater Marine Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), which was approved and adopted by the Board as of January 13, 2021 (the “Adoption Date”), subject to stockholder approval at the Annual Meeting. The effective date of the ESPP is February 23, 2021, and, unless earlier terminated, the ESPP will expire on the twentieth anniversary of the Adoption Date. The ESPP will be administered by the Board or by one or more committees to which the Board delegates such administration.
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The ESPP enables eligible employees to purchase shares of the Company’s Class A common stock at a discount through participation in discrete offering periods. The ESPP is intended to qualify as an employee stock purchase plan under section 423 of the Internal Revenue Code of 1986, as amended. Up to a maximum of 567,455 additional shares of the Company’s Class A common stock may be issued under the ESPP as of June 30, 2025, subject to certain adjustments as set forth in the ESPP. On the first day of each fiscal year during the term of the ESPP, beginning on October 1, and ending on (and including) September 30, the number of shares of Class A common stock that may be issued under the ESPP will increase by a number of shares equal to the least of (i) 1 % of the outstanding shares on the Adoption Date, or (ii) such lesser number of shares (including zero) that the administrator determines for purposes of the annual increase for that fiscal year. The number of shares of Class A common stock that may be granted to any single participant in any single option period will be subject to certain limitations set forth in the plan.
The Company recorded equity-based compensation for the ESPP of $0.1 0.4 0.6 million and $0.3 million, respectively, for future purchases of shares under the ESPP. During the nine months ended June 30, 2025 and 2024, 36,167 and 25,493 shares were issued under the ESPP at an average share price of $14.77 and $28.72 , respectively.
We used a Black-Scholes model to estimate the fair value of the options granted to purchase shares issued pursuant to the ESPP. Volatility is based on the historical volatility of our common stock. The risk-free rate for periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of grant.
The following are the assumptions used for the periods ended June 30, 2025 and 2024:
| 2025 | 2024 | ||||||||||
| Dividend yield | % | % | |||||||||
| Risk-free interest rate | |||||||||||
| Volatility | |||||||||||
| Expected life | |||||||||||
Distributions
During the nine months ended June 30, 2025 and 2024, the Company made distributions to OneWater Unit Holders for certain permitted tax payments.
Non-Controlling Interest
11. Fair Value Measurements
In determining fair value, the Company uses various valuation approaches including market, income and/or cost approaches. FASB standard ‘‘Fair Value Measurements’’ (Topic 820) establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are those that reflect the Company’s expectation of the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows:
Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Assets utilizing Level 1 inputs include marketable securities that are actively traded.
Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Asset and liability measurements utilizing Level 3 inputs include those used in estimating fair value of non-financial assets and non-financial liabilities in
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purchase acquisitions, those used in assessing impairment of property and equipment and other intangibles, and those used in the reporting unit valuation in the annual goodwill impairment evaluation and contingent consideration.
The availability of observable inputs can vary and is affected by a wide variety of factors. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment required in determining fair value is greatest for assets and liabilities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement. Fair value measurements can be volatile based on various factors that may or may not be within the Company’s control.
The following tables summarize the Company’s financial assets and liabilities measured at fair value in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2025 and September 30, 2024:
| June 30, 2025 | ||||||||||||||||||||||||||
| ($ in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Investment in Equity Securities | $ | $ | $ | $ | ||||||||||||||||||||||
| Derivative and hedging instruments | ||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Contingent Consideration | ||||||||||||||||||||||||||
| Derivative and hedging instruments | ||||||||||||||||||||||||||
| September 30, 2024 | ||||||||||||||||||||||||||
| ($ in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Investment in Equity Securities | $ | $ | $ | $ | ||||||||||||||||||||||
| Derivative and hedging instruments | ||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Contingent Consideration | ||||||||||||||||||||||||||
| Derivative and hedging instruments | ||||||||||||||||||||||||||
There were no transfers between the valuation hierarchy Levels 1, 2, and 3 for the nine months ended June 30, 2025.
We measure all equity investments that do not result in consolidation and are not accounted for under the equity method at fair value with the change in fair value included in other expense (income), net, in the unaudited condensed consolidated statements of operations. The fair value of equity investments is measured using quoted prices in its active markets. The investment in equity securities balance is recorded in other long-term assets in the unaudited condensed consolidated balance sheets.
The portion of unrealized losses recognized related to equity securities still held as of June 30, 2025 and 2024 consists of the following:
| ($ in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | |||||||||
| Net loss recognized during the period on equity securities | $ | $ | |||||||||
| Less net loss recognized during the period on equity securities sold during the period | |||||||||||
| Unrealized loss recognized during the reporting period on equity securities still held at the reporting date | $ | $ | |||||||||
| ($ in thousands) | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | |||||||||
| Net loss recognized during the period on equity securities | $ | $ | |||||||||
| Less net loss recognized during the period on equity securities sold during the period | |||||||||||
| Unrealized loss recognized during the reporting period on equity securities still held at the reporting date | $ | $ | |||||||||
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We estimate the fair value of contingent consideration using a probability-weighted discounted cash flow model based on forecasted future earnings or other agreed upon metrics including the production of acquisition leads. The acquisition contingent consideration liability has been accounted for based on inputs that are unobservable and significant to the overall fair value measurement (Level 3). The contingent consideration balance is recorded in other payables and accrued expenses and other long-term liabilities in the unaudited condensed consolidated balance sheets. Changes in fair value and net present value of contingent consideration are recorded in change in fair value of contingent consideration in the unaudited condensed consolidated statements of operations. The fair value of contingent consideration is reassessed on a quarterly basis.
The following tables set forth the changes in fair value of our contingent consideration for the three and nine months ended June 30, 2025:
| ($ in thousands) | Three Months Ended June 30, 2025 | ||||
| Balance as of March 31, 2025 | $ | ||||
| Additions from acquisitions | |||||
| Settlement of contingent consideration | |||||
| Change in fair value, including accretion | |||||
| Balance as of June 30, 2025 | $ | ||||
| ($ in thousands) | Nine Months Ended June 30, 2025 | ||||
| Balance as of September 30, 2024 | $ | ||||
| Additions from acquisitions | |||||
| Settlement of contingent consideration | ( | ||||
| Change in fair value, including accretion | |||||
| Balance as of June 30, 2025 | $ | ||||
We determine the carrying value of our cash and cash equivalents, accounts receivable, accounts payable, other payables and accrued expenses, floor plan notes payable, term note payable with Truist Bank, seller notes payable and company vehicle notes payable approximate their fair values because of the nature of their terms and current market rates of these instruments. Derivative and hedging instruments are recorded at fair value as discussed in Note 9.
12. Restructuring and Impairment
During the nine months ended June 30, 2025, the Company underwent various restructuring actions, primarily a reduction of headcount, closure of certain locations and inventory adjustments related to the cancellation of certain dealer agreements. As a result of the restructuring activities, the Company recognized $0.7 million of restructuring charges during the three months ended June 30, 2025, of which $0.2 million is recorded in restructuring and impairment and $0.5 million is recorded in new boat cost of sales in the unaudited consolidated statement of operations. Of the $0.7 million of restructuring charges, $0.5 million and $0.2 million is reported in the Dealership and Distribution reporting segments, respectively. The Company recognized $3.0 million of restructuring charges during the nine months ended June 30, 2025, of which $1.5 million is recorded in restructuring and impairment and $1.5 million is recorded in new boat cost of sales in the unaudited consolidated statement of operations. Of the $3.0 million restructuring charges, $1.6 million and $1.4 million is reported in the Dealerships and Distribution reporting segments, respectively.
In March 2024, the Company evaluated its operations and decided to undergo a restructuring plan (the "2024 Restructuring") which resulted in the reduction of headcount and retail locations, cancellation of certain dealer agreements, and the cancellation of certain in-process information and technology ("IT") related projects. As a result of the 2024 Restructuring, the Company recognized $11.8 million of charges during the nine months ended June 30, 2024, which are recorded in restructuring and impairment in the unaudited consolidated statement of operations. No charges were recognized during the three months ended June 30, 2024.
13. Income Taxes
The Company is a corporation and, as a result, is subject to U.S. federal, state and local income taxes. OneWater LLC is treated as a pass-through entity for U.S. federal tax purposes and in most state and local jurisdictions. As such, OneWater LLC’s members, including the Company, are liable for federal and state income taxes on their respective shares of OneWater LLC’s taxable income.
Our effective tax rates of 24.7 % and 27.5 % for the three months ended June 30, 2025 and 2024, respectively, and 36.8 % and 34.4 % for the nine months ended June 30, 2025 and 2024, respectively, differ from statutory rates primarily due to losses allocated to non-controlling interests and limitations on officer's compensation.
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The Company had federal net operating loss carryforwards from underlying corporate entities of approximately $4.3 million resulting in a deferred tax asset of $0.9 million as of September 30, 2024. The U.S. federal net operating loss carryforwards have no expiration but can only be used to offset up to 80% of future taxable income annually. The Company has Alabama net operating loss carryforwards of $0.3 million which has no limitation in use and expire in the years 2037 to 2040. The Company projects to fully utilize the net operating losses in subsequent fiscal years.
The Company has an IRC Section 163(j) interest expense carryforward of approximately $3.7 million, resulting in a deferred tax asset of $0.9 million as of September 30, 2024. The IRC Section 163(j) interest expense carryforward has no expiration.
The Company recognizes deferred tax assets to the extent it believes these assets are more-likely-than-not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax planning strategies and recent results of operations. Based on our cumulative earnings history and forecasted future sources of taxable income, we believe that we will fully realize our deferred tax assets in the future. The Company has not recorded a valuation allowance.
As of June 30, 2025 and September 30, 2024, the Company has not recognized any uncertain tax positions, penalties, or interest as management has concluded that no such positions exist. The Company is subject to examination in the US Federal and certain state tax jurisdictions for the tax years beginning with the year ended December 31, 2020. In November 2024, the Company received notification that the Florida Department of Revenue intended to commence a corporate income tax audit of OneWater Inc for the tax years ended September 30, 2021, 2022 and 2023. The audit is ongoing and the outcome and timing of settlements of asserted income tax liabilities, if any, are uncertain.
Tax Receivable Agreement
In connection with the IPO, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) with certain of the owners of OneWater LLC. As of June 30, 2025 and September 30, 2024, our undiscounted liability under the Tax Receivable Agreement was $40.8 million and $40.6 million, respectively, representing 85 % of the calculated net cash savings in U.S. federal, state and local income tax and franchise tax that OneWater Inc anticipates realizing in future years from the result of certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of OneWater Inc’s acquisition of OneWater LLC Units pursuant to an exercise of the Redemption Right or the Call Right (each as defined in the amended and restated limited liability company agreement of OneWater LLC (the “OneWater LLC Agreement”)).
The projection of future taxable income involves significant judgment. Actual taxable income may differ from our estimates, which could significantly impact our ability to make payments under the Tax Receivable Agreement. We have determined it is more-likely-than-not that we will be able to utilize all of our deferred tax assets subject to the Tax Receivable Agreement; therefore, we have recorded a liability under the Tax Receivable Agreement related to the tax savings we may realize from certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of OneWater Inc’s acquisition of OneWater LLC Units pursuant to an exercise of the Redemption Right or Call Right (each as defined in the OneWater LLC Agreement). If we determine the utilization of these deferred tax assets is not more-likely-than-not in the future, our estimate of amounts to be paid under the Tax Receivable Agreement would be reduced. In this scenario, the reduction of the liability under the Tax Receivable Agreement would result in a benefit to our consolidated statements of operations.
14. Commitments and Contingencies
Employment Agreements
The Company is party to employment agreements with certain executives, which provide for compensation, other benefits and severance payments under certain circumstances. The Company also has consulting and noncompete agreements in place with previous owners of acquired companies.
Claims and Litigation
The Company is involved in various legal proceedings as either the defendant or plaintiff. Due to their nature, such legal proceedings involve inherent uncertainties including, but not limited to, court rulings, negotiations between the affected parties and other actions. Management assesses the probability of losses or gains for such contingencies and accrues a liability and/or discloses the relevant circumstances as appropriate. In the opinion of management, it is not reasonably probable that the pending litigation, disputes or claims against the Company, as of June 30, 2025, will have a material adverse effect on its financial condition, results of operations or cash flows. However, the outcome of any matter cannot be predicted with certainty, and an unfavorable resolution of one or more matters presently known or arising in the future could have a material adverse effect on the Company’s financial condition, liquidity or results of operations.
Risk Management
The Company is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets; errors and omissions and natural disasters for which the Company carries commercial insurance. There have been no significant reductions in coverage from the prior year and settlements have not exceeded coverage in the past years.
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15. Leases
The Company leases real estate and equipment under operating lease agreements. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term. For leases with terms in excess of 12 months, we record a right-of-use (“ROU”) asset and lease liability based on the present value of lease payments over the lease term. We do not have any significant leases that have not yet commenced that create significant rights and obligations for us. The Company has elected the practical expedient not to separate lease and non-lease components for all leases that qualify.
Our real estate and equipment leases often require payment of maintenance, real estate taxes and insurance. These costs are generally variable and based on actual costs incurred by the lessor. These amounts are not included in the consideration of the contract when determining the ROU asset and lease liability but are reflected as variable lease payments.
Most leases include one or more options to renew, with renewal terms that can extend the lease from to or more years. The exercise of the lease renewal option is typically at our sole discretion. If it is reasonably certain that we will exercise the option to renew, the period covered by the options are included in the lease term and are recognized as part of our ROU assets and lease liabilities. Certain leases include the option to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, which includes renewal options reasonably certain to be exercised.
Certain of our lease agreements include rental payments based on percentage of retail sales over contractual levels and others include rental payments adjusted periodically based on index rates. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
16. Related Party Transactions
In accordance with agreements approved by the Board, we purchased inventory, in conjunction with our retail sale of the products, from certain entities affiliated with the Company. Total purchases incurred under these arrangements were $28.4 million and $32.3 million for the three months ended June 30, 2025 and 2024, respectively, and $118.8 million and $103.8 million for the nine months ended June 30, 2025 and 2024, respectively.
In accordance with agreements approved by the Board, certain entities affiliated with the Company receive fees for rent of commercial property. Total expenses incurred under these arrangements were $0.8 million and $0.6 million for the three months ended June 30, 2025 and 2024, respectively, and $2.8 million and $1.8 million for the nine months ended June 30, 2025 and 2024, respectively.
In accordance with agreements approved by the Board, the Company received fees from certain entities and individuals affiliated with the Company for goods and services. Total fees recorded under these arrangements were $0.5 million and $0.1 million for the three months ended June 30, 2025 and 2024, respectively, and $3.3 million and $1.4 million for the nine months ended June 30, 2025 and 2024, respectively.
In accordance with agreements approved by the Board, the Company made payments to certain entities and individuals affiliated with the Company for goods and services. No payments were recorded under these arrangements for the three months ended June 30, 2025. Total payments recorded under these arrangements were $0.2 million for the nine months end June 30, 2025. Total payments recorded under these arrangements were $0.1
In connection with transactions noted above, the Company owed $0.2 million and $6.0 million as recorded within accounts payable as of June 30, 2025 and September 30, 2024, respectively. Additionally, the Company had $2.5 million recorded within accounts receivable as of June 30, 2025. No amounts were recorded within accounts receivable as of September 30, 2024.
In connection with the Tax Receivable Agreement, the Company owed $36.4 million and $36.2 million as recorded within current portion of tax receivable agreement liability and tax receivable agreement liability on the unaudited condensed consolidated balance sheets at June 30, 2025 and September 30, 2024, respectively. See further discussion of our Tax Receivable Agreement in Note 13.
17. Segment Information
We report our operations through two reportable segments: (1) Dealerships and (2) Distribution. See Note 2 for more information about our segments.
Reportable segment financial information for the three and nine months ended June 30, 2025 and 2024 are as follows:
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| As of and for the Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||
| ($ in thousands) | Dealerships | Distribution | Eliminations | Total | ||||||||||||||||||||||
| Revenue | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Income (loss) from operations | ( | ( | ||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Transaction costs | ||||||||||||||||||||||||||
| Change in fair value of contingent consideration | ||||||||||||||||||||||||||
| Restructuring and impairment | ||||||||||||||||||||||||||
| Total assets | ( | |||||||||||||||||||||||||
| As of and for the Three Months Ended June 30, 2024 | ||||||||||||||||||||||||||
| ($ in thousands) | Dealerships | Distribution | Eliminations | Total | ||||||||||||||||||||||
| Revenue | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Income (loss) from operations | ( | |||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Transaction costs | ||||||||||||||||||||||||||
| Change in fair value of contingent consideration | ||||||||||||||||||||||||||
| Restructuring and impairment | ||||||||||||||||||||||||||
| Total assets | ( | |||||||||||||||||||||||||
| As of and for the Nine Months Ended June 30, 2025 | ||||||||||||||||||||||||||
| ($ in thousands) | Dealerships | Distribution | Eliminations | Total | ||||||||||||||||||||||
| Revenue | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Income (loss) from operations | ( | ( | ||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Transaction costs | ||||||||||||||||||||||||||
| Change in fair value of contingent consideration | ||||||||||||||||||||||||||
| Restructuring and impairment | ||||||||||||||||||||||||||
| Total assets | ( | |||||||||||||||||||||||||
| As of and for the Nine Months Ended June 30, 2024 | ||||||||||||||||||||||||||
| ($ in thousands) | Dealerships | Distribution | Eliminations | Total | ||||||||||||||||||||||
| Revenue | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Income (loss) from operations | ( | ( | ||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Transaction costs | ||||||||||||||||||||||||||
| Change in fair value of contingent consideration | ||||||||||||||||||||||||||
| Restructuring and impairment | ||||||||||||||||||||||||||
| Total assets | ( | |||||||||||||||||||||||||
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18. Subsequent Events
On July 4, 2025, the United Stated Congress passed the budget reconciliation bill H.R. 1, referred to as the One Big Beautiful Bill Act (the "OBBBA"). The OBBBA contains several changes to federal tax law and other regulatory provisions that will impact the Company, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. The Company is currently in the process of evaluating the OBBBA and, as such, its potential impact on the consolidated financial statements is not currently estimable.
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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 should be read in conjunction with the accompanying financial statements and related notes. 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. Factors that could cause or contribute to such differences include, but are not limited to, those factors 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, 2024, filed with the SEC on December 10, 2024, 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 97 dealerships, 9 distribution centers/warehouses and multiple online marketplaces as of June 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 Supplies, LLC (“T-H Marine”) and Ocean Bio-Chem, LLC (f/k/a Ocean Bio-Chem, Inc. ("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.
We report our operations through two reportable segments: Dealerships and Distribution.
As of June 30, 2025, the Dealerships segment includes operations of 97 dealerships in 17 states including Florida, Texas, Alabama and Georgia, among others, and represents 93% of revenues for the three and nine months ended June 30, 2025. 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 2024, 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 June 30, 2025, the Distribution segment includes the activity of three of our fully-owned businesses, Central Assets & Operations, LLC d/b/a 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 7% of revenues for the three and nine months ended June 30, 2025. 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 a total of 82 additional dealerships, 12 distribution centers/warehouses and multiple online marketplaces through 35 acquisitions. Our current portfolio as of June 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.
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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. 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 addition of our Distribution segment has 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 are a highly acquisitive company. Since the combination of Singleton Marine and Legendary Marine in 2014, we have acquired 82 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.
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 expansion 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 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. 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.
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Critical Accounting Estimates
There have been no material changes in our critical accounting policies and estimates from the information provided in the Company’s Annual Report for the fiscal year ended September 30, 2024.
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 18.2% and 18.9% to revenue in the three months ended June 30, 2025 and 2024, respectively, and 18.1% and 18.2% to revenues in the nine months ended June 30, 2025 and 2024, respectively, due to the higher gross margin on these product and service lines, non-boat sales contributed 42.1% and 40.4% to gross profit in the three months ended June 30, 2025 and 2024, respectively, and 41.6% and 38.6% to gross profit in the nine months ended June 30, 2025 and 2024, 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, 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. 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
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 2025 Year-to-date Acquisitions
•Effective February 1, 2025, we acquired certain assets of American Yacht Group, a full service marine retailer with two locations in Florida
The acquisition of certain assets of American Yacht Group is fully reflected in our unaudited condensed consolidated statements of operations for the three months ended June 30, 2025 and partially reflected in our unaudited condensed consolidated statements of operations for the nine months ended June 30, 2025.
Fiscal Year 2024 Acquisitions
•Effective May 1, 2024, we acquired Garden State Yacht Sales, a full service marine retailer located in New Jersey
The acquisition of Garden State Yacht Sales is partially reflected in our unaudited condensed consolidated statements of operations for the three and nine months ended June 30, 2024.
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.
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
Three Months Ended June 30, 2025, Compared to Three Months Ended June 30, 2024
| For the Three Months Ended June 30, 2025 | For the Three Months Ended June 30, 2024 | $ Change | % Change | |||||||||||||||||||||||||||||||||||
| ($ in thousands) | Amount | % of Revenue | Amount | % of Revenue | ||||||||||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||||||||||||||
| New boat | $ | 326,134 | 59.0 | % | $ | 333,162 | 61.4 | % | $ | (7,028) | -2.1 | % | ||||||||||||||||||||||||||
| Pre-owned boat | 125,941 | 22.8 | % | 106,889 | 19.7 | % | 19,052 | 17.8 | % | |||||||||||||||||||||||||||||
| Finance & insurance income | 17,782 | 3.2 | % | 17,932 | 3.3 | % | (150) | -0.8 | % | |||||||||||||||||||||||||||||
| Service, parts & other | 83,007 | 15.0 | % | 84,458 | 15.6 | % | (1,451) | -1.7 | % | |||||||||||||||||||||||||||||
| Total revenues | 552,864 | 100.0 | % | 542,441 | 100.0 | % | 10,423 | 1.9 | % | |||||||||||||||||||||||||||||
| Gross Profit | ||||||||||||||||||||||||||||||||||||||
| New boat | 51,950 | 9.4 | % | 56,722 | 10.5 | % | (4,772) | -8.4 | % | |||||||||||||||||||||||||||||
| Pre-owned boat | 22,535 | 4.1 | % | 22,263 | 4.1 | % | 272 | 1.2 | % | |||||||||||||||||||||||||||||
| Finance & insurance | 17,782 | 3.2 | % | 17,932 | 3.3 | % | (150) | -0.8 | % | |||||||||||||||||||||||||||||
| Service, parts & other | 36,396 | 6.6 | % | 35,688 | 6.6 | % | 708 | 2.0 | % | |||||||||||||||||||||||||||||
| Total gross profit | 128,663 | 23.3 | % | 132,605 | 24.4 | % | (3,942) | -3.0 | % | |||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 92,138 | 16.7 | % | 87,059 | 16.0 | % | 5,079 | 5.8 | % | |||||||||||||||||||||||||||||
| Depreciation and amortization | 5,593 | 1.0 | % | 5,091 | 0.9 | % | 502 | 9.9 | % | |||||||||||||||||||||||||||||
| Transaction costs | 175 | — | % | 242 | — | % | (67) | -27.7 | % | |||||||||||||||||||||||||||||
| Change in fair value of contingent consideration | 144 | — | % | 214 | — | % | (70) | -32.7 | % | |||||||||||||||||||||||||||||
| Restructuring and impairment | 234 | — | % | — | — | % | 234 | 100.0 | % | |||||||||||||||||||||||||||||
| Income from operations | 30,379 | 5.5 | % | 39,999 | 7.4 | % | (9,620) | -24.1 | % | |||||||||||||||||||||||||||||
| Interest expense – floor plan | 7,340 | 1.3 | % | 9,290 | 1.7 | % | (1,950) | -21.0 | % | |||||||||||||||||||||||||||||
| Interest expense – other | 9,041 | 1.6 | % | 9,008 | 1.7 | % | 33 | 0.4 | % | |||||||||||||||||||||||||||||
| Other (income) expense, net | (224) | — | % | (1,357) | -0.3 | % | 1,133 | -83.5 | % | |||||||||||||||||||||||||||||
| Net income before income tax expense | 14,222 | 2.6 | % | 23,058 | 4.3 | % | (8,836) | -38.3 | % | |||||||||||||||||||||||||||||
| Income tax expense | 3,507 | 0.6 | % | 6,344 | 1.2 | % | (2,837) | -44.7 | % | |||||||||||||||||||||||||||||
| Net income | 10,715 | 1.9 | % | 16,714 | 3.1 | % | (5,999) | -35.9 | % | |||||||||||||||||||||||||||||
| Net (income) attributable to non-controlling interests | — | — | ||||||||||||||||||||||||||||||||||||
| Net (income) attributable to non-controlling interests of One Water Marine Holdings, LLC | — | (2,031) | ||||||||||||||||||||||||||||||||||||
| Net income attributable to OneWater Marine Inc. | $ | 10,715 | $ | 14,683 | ||||||||||||||||||||||||||||||||||
Revenue
Overall, revenue increased by $10.4 million, or 1.9%, to $552.9 million for the three months ended June 30, 2025 from $542.4 million for the three months ended June 30, 2024. Revenue increased due to an increase in average sales price for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Overall, the revenue increase was attributable to a $19.1 million increase in pre-owned boat sales, partially offset by a $7.0 million decrease in new boat sales and a $1.5 million decrease in service, parts & other sales for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
New Boat Sales
New boat sales decreased by $7.0 million, or 2.1%, to $326.1 million for the three months ended June 30, 2025 from $333.2 million for the three months ended June 30, 2024. The decrease was primarily attributable to the decrease in the unit sales, partially offset by an increase in average sales price.
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Pre-owned Boat Sales
Pre-owned boat sales increased by $19.1 million, or 17.8%, to $125.9 million for the three months ended June 30, 2025 from $106.9 million for the three months ended June 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 primarily attributable to the increase in both units sold and average unit price due to an increase in customer trade-ins amid improving availability in the pre-owned market.
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 remained flat at $17.8 million for the three months ended June 30, 2025 compared to $17.9 million for the three months ended June 30, 2024. We remain very focused on improving sales 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 $1.5 million, or 1.7%, to $83.0 million for the three months ended June 30, 2025 from $84.5 million for the three months ended June 30, 2024. The decrease in service, parts & other sales is primarily due to lower production levels from boat manufacturers impacting our Distribution segment, partially offset by increases in our Dealership segment. Revenues for the Distribution segment are reported in service, parts & other sales and totaled $39.6 million and $44.8 million for the three months ended June 30, 2025 and 2024, respectively.
Gross Profit
Overall, gross profit decreased by $3.9 million, or 3.0%, to $128.7 million for the three months ended June 30, 2025 from $132.6 million for the three months ended June 30, 2024. This decrease was primarily due to new boat pricing, including the impact of select brands the Company is exiting. Overall gross margin decreased 110 basis points to 23.3% for the three months ended June 30, 2025 from 24.4% for the three months ended June 30, 2024 due to the factors noted below.
New Boat Gross Profit
New boat gross profit decreased by $4.8 million, or 8.4%, to $52.0 million for the three months ended June 30, 2025 from $56.7 million for the three months ended June 30, 2024. This decrease was due to the decrease in new boat revenues and gross profit margins. New boat gross profit margin was 15.9% for the three months ended June 30, 2025 as compared to 17.0% in the three months ended June 30, 2024. The decrease was primarily due to new boat pricing, including the impact of select brands the Company is exiting.
Pre-owned Boat Gross Profit
Pre-owned boat gross profit increased by $0.3 million, or 1.2%, to $22.5 million for the three months ended June 30, 2025 from $22.3 million for the three months ended June 30, 2024. Pre-owned boat gross profit margin was 17.9% and 20.8% for the three months ended June 30, 2025 and 2024, respectively. The decrease in gross profit margin was primarily due to strategic pricing to drive sales growth and maintain a healthy level of inventory. The decrease in pre-owned boat gross profit margin was offset by the increase in pre-owned boat units sold and average unit price.
Finance & Insurance Gross Profit
Finance & insurance gross profit remained relatively flat at $17.8 million for the three months ended June 30, 2025 compared to $17.9 million for the three months ended June 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 2.0%, to $36.4 million for the three months ended June 30, 2025 from $35.7 million for the three months ended June 30, 2024. The increase in gross profit was primarily the result of the increase in service, parts & other gross profit margin. Service, parts & other gross profit margin was 43.8% and 42.3% for the three months ended June 30, 2025 and 2024, respectively. The increase in gross profit margin was primarily due to a shift in mix towards service which has a higher margin profile.
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Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $5.1 million, or 5.8%, to $92.1 million for the three months ended June 30, 2025 from $87.1 million for the three months ended June 30, 2024. This increase was primarily driven by increased expenses to drive our same-store sales results and inflationary costs related to administrative and fixed expenses. Selling, general and administrative expenses as a percentage of revenue increased to 16.7% from 16.0% for the three months ended June 30, 2025 and 2024, respectively.
Depreciation and Amortization
Depreciation and amortization expense increased $0.5 million, or 9.9%, to $5.6 million for the three months ended June 30, 2025 compared to $5.1 million for the three months ended June 30, 2024. The increase in depreciation and amortization expense for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 was primarily attributable to an increase in intangible assets and property and equipment to support operations.
Transaction Costs
Transaction costs remained flat at $0.2 million for the three months ended June 30, 2025 and 2024.
Change in Fair Value of Contingent Consideration
During the three months ended June 30, 2025, we recognized a charge of $0.1 million related to accretion of contingent consideration liabilities. During the three months ended June 30, 2024, we recognized a charge of $0.2 million related to accretion of contingent consideration liabilities.
Restructuring and Impairment
During the three months ended June 30, 2025, we recognized a loss of $0.7 million related to various restructuring activities, of which $0.2 million was recorded in restructuring and impairment and $0.5 million was recorded in new boat cost of sales in the unaudited consolidated statement of operations. No charges related to restructuring activities were recorded during the three months ended June 30, 2024.
Income from Operations
Income from operations decreased $9.6 million, or 24.1%, to $30.4 million for the three months ended June 30, 2025 compared to $40.0 million for the three months ended June 30, 2024. The decrease was primarily attributable to the $3.9 million decrease in gross profit and $5.1 million increase in selling, general and administrative expenses for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.
Interest Expense – Floor Plan
Interest expense – floor plan decreased $2.0 million, or 21.0%, to $7.3 million for the three months ended June 30, 2025 compared to $9.3 million for the three months ended June 30, 2024. Floor plan related interest expense decreased primarily due to a decrease in average floor plan borrowings for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, as well as the impact of our interest rate swaps for the three months ended June 30, 2025.
Interest Expense – Other
Interest expense – other remained flat at $9.0 million for the three months ended June 30, 2025 and 2024 which is a result of the consistent average outstanding balance under the A&R Credit Facility for the three months ended June 30, 2025 and 2024.
Other (Income) Expense, Net
Other (income) expense, net decreased by $1.1 million, or 83.5%, to $0.2 million of income for the three months ended June 30, 2025 compared to $1.4 million of income for the three months ended June 30, 2024. The decrease was primarily related to tornado related insurance proceeds during the three months ended June 30, 2024.
Income Tax Expense
Income tax expense decreased by $2.8 million, or 44.7%, to $3.5 million for the three months ended June 30, 2025 compared to $6.3 million for the three months ended June 30, 2024. The decrease was primarily attributable to the 38.3% decrease in income before income tax expense for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.
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Net Income
Net income decreased by $6.0 million to $10.7 million for the three months ended June 30, 2025 compared to $16.7 million for the three months ended June 30, 2024. The decrease was primarily attributable to the $9.6 million decrease in income from operations and the $1.1 million decrease in other (income) expense, net, partially offset by the $2.0 million decrease in interest expense - floor plan and the $2.8 million decrease in income tax expense for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
Results of Operations
Nine Months Ended June 30, 2025, Compared to Nine Months Ended June 30, 2024
| For the Nine Months Ended June 30, 2025 | For the Nine Months Ended June 30, 2024 | $ Change | % Change | |||||||||||||||||||||||||||||||||||
| ($ in thousands) | Amount | % of Revenue | Amount | % of Revenue | ||||||||||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||||||||||||||
| New boat | $ | 883,631 | 62.6 | % | $ | 901,552 | 64.6 | % | $ | (17,921) | -2.0 | % | ||||||||||||||||||||||||||
| Pre-owned boat | 272,467 | 19.3 | % | 238,820 | 17.1 | % | 33,647 | 14.1 | % | |||||||||||||||||||||||||||||
| Finance & insurance income | 42,185 | 3.0 | % | 40,022 | 2.9 | % | 2,163 | 5.4 | % | |||||||||||||||||||||||||||||
| Service, parts & other | 213,916 | 15.1 | % | 214,381 | 15.4 | % | (465) | -0.2 | % | |||||||||||||||||||||||||||||
| Total revenues | 1,412,199 | 100.0 | % | 1,394,775 | 100.0 | % | 17,424 | 1.2 | % | |||||||||||||||||||||||||||||
| Gross Profit | ||||||||||||||||||||||||||||||||||||||
| New boat | 139,109 | 9.9 | % | 161,483 | 11.6 | % | (22,374) | -13.9 | % | |||||||||||||||||||||||||||||
| Pre-owned boat | 49,602 | 3.5 | % | 50,065 | 3.6 | % | (463) | -0.9 | % | |||||||||||||||||||||||||||||
| Finance & insurance | 42,185 | 3.0 | % | 40,022 | 2.9 | % | 2,163 | 5.4 | % | |||||||||||||||||||||||||||||
| Service, parts & other | 92,232 | 6.5 | % | 92,840 | 6.7 | % | (608) | -0.7 | % | |||||||||||||||||||||||||||||
| Total gross profit | 323,128 | 22.9 | % | 344,410 | 24.7 | % | (21,282) | -6.2 | % | |||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 258,989 | 18.3 | % | 253,169 | 18.2 | % | 5,820 | 2.3 | % | |||||||||||||||||||||||||||||
| Depreciation and amortization | 16,426 | 1.2 | % | 14,185 | 1.0 | % | 2,241 | 15.8 | % | |||||||||||||||||||||||||||||
| Transaction costs | 1,111 | 0.1 | % | 966 | 0.1 | % | 145 | 15.0 | % | |||||||||||||||||||||||||||||
| Change in fair value of contingent consideration | 452 | — | % | 3,918 | 0.3 | % | (3,466) | -88.5 | % | |||||||||||||||||||||||||||||
| Restructuring and impairment | 1,473 | 0.1 | % | 11,847 | 0.8 | % | (10,374) | -87.6 | % | |||||||||||||||||||||||||||||
| Income from operations | 44,677 | 3.2 | % | 60,325 | 4.3 | % | (15,648) | -25.9 | % | |||||||||||||||||||||||||||||
| Interest expense – floor plan | 21,870 | 1.5 | % | 25,627 | 1.8 | % | (3,757) | -14.7 | % | |||||||||||||||||||||||||||||
| Interest expense – other | 27,129 | 1.9 | % | 27,352 | 2.0 | % | (223) | -0.8 | % | |||||||||||||||||||||||||||||
| Other (income) expense, net | 853 | 0.1 | % | 889 | 0.1 | % | (36) | -4.0 | % | |||||||||||||||||||||||||||||
| Net (loss) income before income tax (benefit) expense | (5,175) | -0.4 | % | 6,457 | 0.5 | % | (11,632) | -180.1 | % | |||||||||||||||||||||||||||||
| Income tax (benefit) expense | (1,903) | -0.1 | % | 2,222 | 0.2 | % | (4,125) | -185.6 | % | |||||||||||||||||||||||||||||
| Net (loss) income | (3,272) | -0.2 | % | 4,235 | 0.3 | % | (7,507) | -177.3 | % | |||||||||||||||||||||||||||||
| Net (income) attributable to non-controlling interests | — | (119) | ||||||||||||||||||||||||||||||||||||
| Net loss (income) attributable to non-controlling interests of One Water Marine Holdings, LLC | 1,648 | (572) | ||||||||||||||||||||||||||||||||||||
| Net (loss) income attributable to OneWater Marine Inc. | $ | (1,624) | $ | 3,544 | ||||||||||||||||||||||||||||||||||
Revenue
Overall, revenue increased by $17.4 million, or 1.2%, to $1,412.2 million for the nine months ended June 30, 2025 from $1,394.8 million for the nine months ended June 30, 2024. Revenue increased due to a modest increase in average sales price for the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024. Overall the revenue increase was attributable to a $33.6 million increase in pre-owned boat sales and a $2.2 million increase in finance & insurance income for the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024, partially offset by a $17.9 million decrease in new boat sales.
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New Boat Sales
New boat sales decreased by $17.9 million, or 2.0%, to $883.6 million for the nine months ended June 30, 2025 from $901.6 million for the nine months ended June 30, 2024. The decrease was primarily attributable to a decrease in unit sales, partially offset by an increase in average sales price.
Pre-owned Boat Sales
Pre-owned boat sales increased by $33.6 million, or 14.1%, to $272.5 million for the nine months ended June 30, 2025 from $238.8 million for the nine months ended June 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 primarily attributable to an increase in both units sold and average unit price.
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 $2.2 million, or 5.4%, to $42.2 million for the nine months ended June 30, 2025 from $40.0 million for the nine months ended June 30, 2024. The increase was primarily due to an increase in penetration. We remain very focused on improving sales 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 remained flat at $213.9 million for the nine months ended June 30, 2025 compared to $214.4 million for the nine months ended June 30, 2024. Revenues for the Distribution segment are reported in service, parts & other sales and totaled $105.0 million and $115.4 million for the nine months ended June 30, 2025 and 2024, respectively. The decrease in revenue in the Distribution segment was offset by an increase in revenue in our Dealership segment.
Gross Profit
Overall, gross profit decreased by $21.3 million, or 6.2%, to $323.1 million for the nine months ended June 30, 2025 from $344.4 million for the nine months ended June 30, 2024. This decrease was primarily due to new and pre-owned boat pricing, including the impact of select brands the Company is exiting. Overall gross margin decreased 180 basis points to 22.9% for the nine months ended June 30, 2025 from 24.7% for the nine months ended June 30, 2024 due to the factors noted below.
New Boat Gross Profit
New boat gross profit decreased by $22.4 million, or 13.9%, to $139.1 million for the nine months ended June 30, 2025 from $161.5 million for the nine months ended June 30, 2024. This decrease was primarily due to the decrease in unit sales and the decrease in new boat gross profit margins. New boat gross profit margin was 15.7% for the nine months ended June 30, 2025 as compared to 17.9% in the nine months ended June 30, 2024. The decrease was primarily due to new boat pricing, including the impact of select brands the Company is exiting.
Pre-owned Boat Gross Profit
Pre-owned boat gross profit decreased by $0.5 million, or 0.9%, to $49.6 million for the nine months ended June 30, 2025 from $50.1 million for the nine months ended June 30, 2024. This decrease was due to the decrease in pre-owned boat gross profit margins, partially offset by the increase in pre-owned boat sales. Pre-owned boat gross profit margin was 18.2% and 21.0% for the nine months ended June 30, 2025 and 2024, respectively. The decrease was primarily due to strategic pricing to drive sales growth and maintain a healthy level of inventory.
Finance & Insurance Gross Profit
Finance & insurance gross profit increased by $2.2 million, or 5.4%, to $42.2 million for the nine months ended June 30, 2025 from $40.0 million for the nine months ended June 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 decreased by $0.6 million, or 0.7%, to $92.2 million for the nine months ended June 30, 2025 from $92.8 million for the nine months ended June 30, 2024. The decrease was due to the decrease in service, parts & other sales. Service, parts & other gross profit margin was 43.1% and 43.3% for the nine months ended June 30, 2025 and 2024, respectively.
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Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $5.8 million, or 2.3%, to $259.0 million for the nine months ended June 30, 2025 from $253.2 million for the nine months ended June 30, 2024. This increase was primarily due to increased expenses to drive our same-store sales results and inflationary pressures on administrative and fixed costs, partially offset by savings from restructuring activities. Selling, general and administrative expenses as a percentage of revenue remained flat at 18.3% and 18.2% for the nine months ended June 30, 2025 and 2024, respectively.
Depreciation and Amortization
Depreciation and amortization expense increased by $2.2 million, or 15.8%, to $16.4 million for the nine months ended June 30, 2025 compared to $14.2 million for the nine months ended June 30, 2024. The increase in depreciation and amortization expense for the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024 was primarily attributable to an increase in intangible assets and property and equipment to support operations.
Transaction Costs
Transaction costs remained flat at $1.1 million for the nine months ended June 30, 2025 compared to $1.0 million for the nine months ended June 30, 2024, which is attributable to similar acquisition activity for the nine months ended June 30, 2025 and 2024.
Change in Fair Value of Contingent Consideration
During the nine months ended June 30, 2025, we recognized expense of $0.5 million related to accretion of contingent consideration liabilities. During the nine months ended June 30, 2024, we recognized expense of $3.9 million related to updated forecasts and accretion of contingent consideration liabilities.
Restructuring and Impairment
During the nine months ended June 30, 2024, we made proactive changes to better align our cost structure with the normalization of sales and margins and accordingly, recognized a loss of $11.8 million related to the restructuring plan. During the nine months ended June 30, 2025, we recognized a loss of $3.0 million related to other various restructuring activities, of which $1.5 million was recorded in restructuring and impairment and $1.5 million was recorded in new boat cost of sales in the unaudited consolidated statement of operations.
Income from Operations
Income from operations decreased $15.6 million, or 25.9%, to $44.7 million for the nine months ended June 30, 2025 compared to $60.3 million for the nine months ended June 30, 2024. The decrease was primarily attributable to the $21.3 million decrease in gross profit, the $5.8 million increase in selling, general and administrative expenses and the $2.2 million increase in depreciation and amortization for the nine months ended June 30, 2025 as compared to the nine months ended June 30, 2024, partially offset by a $10.4 million decrease in restructuring and impairment and a $3.5 million decrease in the change in fair value of contingent consideration during the same periods.
Interest Expense – Floor Plan
Interest expense – floor plan decreased $3.8 million, or 14.7%, to $21.9 million for the nine months ended June 30, 2025 compared to $25.6 million for the nine months ended June 30, 2024. Floor plan related interest expense decreased primarily due to an decrease in average floor plan borrowings for the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024, as well as the impact of our interest rate swaps for the nine months ended June 30, 2025.
Interest Expense – Other
Interest expense – other remained flat at $27.1 million for the nine months ended June 30, 2025 compared to $27.4 million for the nine months ended June 30, 2024 which is a result of the consistent average outstanding balance under the A&R Credit Facility for the nine months ended June 30, 2025 and 2024.
Other (Income) Expense, Net
Other (income) expense, net remained flat at $0.9 million of expense for the nine months ended June 30, 2025 and 2024.
Income Tax (Benefit) Expense
Income tax (benefit) expense changed by $4.1 million, or 185.6%, to $1.9 million of income tax benefit for the nine months ended June 30, 2025 compared to $2.2 million of income tax expense for the nine months ended June 30, 2024. The change was primarily attributable to the 180.1% change in loss before income tax benefit for the nine months ended June 30, 2025 as compared to income before income tax expense for the nine months ended June 30, 2024.
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Net (Loss) Income
Net (loss) income changed by $7.5 million to $3.3 million of net loss for the nine months ended June 30, 2025 compared to $4.2 million of net income for the nine months ended June 30, 2024. The change was primarily attributable to the $15.6 million decrease in income from operations, partially offset by the $3.8 million decrease in interest expense - floor plan and the $4.1 million change in income tax (benefit) expense for the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024.
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.
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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.
Three Months Ended June 30, 2025, Compared to Three Months Ended June 30, 2024
| Three Months Ended June 30, | ||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | Change | |||||||||||||||||
| Net income | $ | 10,715 | $ | 16,714 | $ | (5,999) | ||||||||||||||
| Interest expense – other | 9,041 | 9,008 | 33 | |||||||||||||||||
| Income tax expense | 3,507 | 6,344 | (2,837) | |||||||||||||||||
| Depreciation and amortization | 6,301 | 5,785 | 516 | |||||||||||||||||
| Stock-based compensation | 2,459 | 2,256 | 203 | |||||||||||||||||
| Change in fair value of contingent consideration | 144 | 214 | (70) | |||||||||||||||||
| Transaction costs | 175 | 242 | (67) | |||||||||||||||||
| Restructuring and impairment | 727 | — | 727 | |||||||||||||||||
| Other (income) expense, net | (224) | (1,357) | 1,133 | |||||||||||||||||
| Adjusted EBITDA | $ | 32,845 | $ | 39,206 | $ | (6,361) | ||||||||||||||
Adjusted EBITDA was $32.8 million for the three months ended June 30, 2025 compared to $39.2 million for the three months ended June 30, 2024. The decrease in Adjusted EBITDA resulted primarily from the decrease in gross profit and the increase in selling, general and administrative expenses, partially offset by the decrease in interest expense - floor plan for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
Nine Months Ended June 30, 2025, Compared to Nine Months Ended June 30, 2024
| Nine Months Ended June 30, | ||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | Change | |||||||||||||||||
| Net (loss) income | $ | (3,272) | $ | 4,235 | $ | (7,507) | ||||||||||||||
| Interest expense – other | 27,129 | 27,352 | (223) | |||||||||||||||||
| Income tax (benefit) expense | (1,903) | 2,222 | (4,125) | |||||||||||||||||
| Depreciation and amortization | 18,509 | 16,255 | 2,254 | |||||||||||||||||
| Stock-based compensation | 6,717 | 6,925 | (208) | |||||||||||||||||
| Change in fair value of contingent consideration | 452 | 3,918 | (3,466) | |||||||||||||||||
| Transaction costs | 1,111 | 966 | 145 | |||||||||||||||||
| Restructuring and impairment | 3,013 | 11,847 | (8,834) | |||||||||||||||||
| Other (income) expense, net | 853 | 889 | (36) | |||||||||||||||||
| Adjusted EBITDA | $ | 52,609 | $ | 74,609 | $ | (22,000) | ||||||||||||||
Adjusted EBITDA was $52.6 million for the nine months ended June 30, 2025 compared to $74.6 million for the nine months ended June 30, 2024. The decrease in Adjusted EBITDA resulted primarily 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 nine months ended June 30, 2025 compared to the nine months ended June 30, 2024.
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. 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.
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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.
Three Months Ended June 30, 2025, Compared to Three Months Ended June 30, 2024.
| Three Months Ended June 30, | ||||||||||||||||||||
| Description | 2025 | 2024 | Change | |||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| Net income attributable to OneWater Marine Inc. | $ | 10,715 | $ | 14,683 | $ | (3,968) | ||||||||||||||
| Transaction costs | 175 | 242 | (67) | |||||||||||||||||
| Intangible amortization | 2,167 | 2,086 | 81 | |||||||||||||||||
| Change in fair value of contingent consideration | 144 | 214 | (70) | |||||||||||||||||
| Restructuring and impairment | 727 | — | 727 | |||||||||||||||||
| Other expense (income), net | (224) | (1,357) | 1,133 | |||||||||||||||||
| Net income attributable to non-controlling interests of One Water Marine Holdings, LLC (1) | — | (107) | 107 | |||||||||||||||||
| Adjustments to income tax expense (2) | (687) | (248) | (439) | |||||||||||||||||
| Adjusted net income attributable to OneWater Marine Inc. | $ | 13,017 | $ | 15,513 | $ | (2,496) | ||||||||||||||
| Net income per share of Class A common stock - diluted | $ | 0.65 | $ | 0.99 | $ | (0.34) | ||||||||||||||
| Transaction costs | 0.01 | 0.02 | (0.01) | |||||||||||||||||
| Intangible amortization | 0.13 | 0.15 | (0.02) | |||||||||||||||||
| Change in fair value of contingent consideration | 0.01 | 0.01 | — | |||||||||||||||||
| Restructuring and impairment | 0.04 | — | 0.04 | |||||||||||||||||
| Other expense (income), net | (0.01) | (0.09) | 0.08 | |||||||||||||||||
| Net income attributable to non-controlling interests of One Water Marine Holdings, LLC (1) | — | (0.01) | 0.01 | |||||||||||||||||
| Adjustments to income tax expense (2) | (0.04) | (0.02) | (0.02) | |||||||||||||||||
| Adjusted earnings per share of Class A common stock - diluted | $ | 0.79 | $ | 1.05 | $ | (0.26) | ||||||||||||||
| (1) Represents an allocation of the impact of reconciling items to our non-controlling interest. | ||||||||||||||||||||
| (2) Represents an adjustment of all reconciling items at an estimated effective tax rate. | ||||||||||||||||||||
Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings Per Share were $13.0 million and $0.79, respectively, for the three months ended June 30, 2025 compared to Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings Per Share of $15.5 million and $1.05, respectively, for the three months ended June 30, 2024. The decrease in Adjusted Net Income Attributable to OneWater Marine Inc. resulted from the decrease in gross profit and the increase in selling, general and administrative expenses, partially offset by the decrease in interest expense - floor plan for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The decrease in Adjusted Diluted Earnings Per Share resulted from the decrease in Adjusted Net Income Attributable to OneWater Marine Inc.
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Nine Months Ended June 30, 2025, Compared to Nine Months Ended June 30, 2024.
| Nine Months Ended June 30, | ||||||||||||||||||||
| Description | 2025 | 2024 | Change | |||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| Net (loss) income attributable to OneWater Marine Inc. | $ | (1,624) | $ | 3,544 | $ | (5,168) | ||||||||||||||
| Transaction costs | 1,111 | 966 | 145 | |||||||||||||||||
| Intangible amortization | 6,437 | 5,743 | 694 | |||||||||||||||||
| Change in fair value of contingent consideration | 452 | 3,918 | (3,466) | |||||||||||||||||
| Restructuring and impairment | 3,013 | 11,847 | (8,834) | |||||||||||||||||
| Other expense (income), net | 853 | 889 | (36) | |||||||||||||||||
| Net income attributable to non-controlling interests of One Water Marine Holdings, LLC (1) | (568) | (2,103) | 1,535 | |||||||||||||||||
| Adjustments to income tax expense (2) | (2,599) | (4,890) | 2,291 | |||||||||||||||||
| Adjusted net income attributable to OneWater Marine Inc. | $ | 7,075 | $ | 19,914 | $ | (12,839) | ||||||||||||||
| Net (loss) income per share of Class A common stock - diluted | $ | (0.10) | $ | 0.24 | $ | (0.34) | ||||||||||||||
| Transaction costs | 0.07 | 0.07 | — | |||||||||||||||||
| Intangible amortization | 0.41 | 0.39 | 0.02 | |||||||||||||||||
| Change in fair value of contingent consideration | 0.03 | 0.26 | (0.23) | |||||||||||||||||
| Restructuring and impairment | 0.19 | 0.80 | (0.61) | |||||||||||||||||
| Other expense (income), net | 0.05 | 0.06 | (0.01) | |||||||||||||||||
| Net income attributable to non-controlling interests of One Water Marine Holdings, LLC (1) | (0.04) | (0.14) | 0.10 | |||||||||||||||||
| Adjustments to income tax expense (2) | (0.17) | (0.33) | 0.16 | |||||||||||||||||
| Adjustment for dilutive shares (3) | 0.01 | — | 0.01 | |||||||||||||||||
| Adjusted earnings per share of Class A common stock - diluted | $ | 0.45 | $ | 1.35 | $ | (0.90) | ||||||||||||||
| (1) Represents an allocation of the impact of reconciling items to our non-controlling interest. | ||||||||||||||||||||
| (2) Represents an adjustment of all reconciling items at an estimated 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 $0.45, respectively, for the nine months ended June 30, 2025 compared to Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings Per Share of $19.9 million and $1.35, respectively, for the nine months ended June 30, 2024. The decrease in Adjusted Net Income Attributable to OneWater Marine Inc. 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 nine months ended June 30, 2025, each as compared to the nine months ended June 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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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 significantly 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.
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 (as defined below), 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) (together, the “Credit Facilities”) 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 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, we believe we will 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, to make share repurchases 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 June 30, 2025, we were in compliance with all covenants under the A&R Credit Facility and the Inventory Financing Facility.
We have no material off balance sheet arrangements.
Cash Flows
Analysis of Cash Flow Changes Between the Nine Months Ended June 30, 2025 and 2024
The following table summarizes our cash flows for the periods indicated:
| Nine Months Ended June 30, | ||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | Change | |||||||||||||||||
| Net cash provided by operating activities | $ | 81,820 | $ | 7,507 | $ | 74,313 | ||||||||||||||
| Net cash (used in) provided by investing activities | (8,741) | 17,576 | (26,317) | |||||||||||||||||
| Net cash used in financing activities | (18,462) | (66,464) | 48,002 | |||||||||||||||||
| Effect of exchange rate changes on cash and restricted cash | (48) | 1 | (49) | |||||||||||||||||
| Net change in cash | $ | 54,569 | $ | (41,380) | $ | 95,949 | ||||||||||||||
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Operating Activities. Net cash provided by operating activities was $81.8 million for the nine months ended June 30, 2025 compared to net cash provided by operating activities of $7.5 million for the nine months ended June 30, 2024. The $74.3 million increase in cash provided by operating activities was primarily attributable to a $53.9 million increase in the change in inventory, a $28.7 million increase in the change in accounts receivable and a $26.5 million increase in the change in prepaid expenses and other current assets, partially offset by a $25.7 million decrease in the change in customer deposits for the nine months ended June 30, 2025 as compared to the nine months ended June 30, 2024.
Investing Activities. Net cash used in investing activities was $8.7 million for the nine months ended June 30, 2025 compared to net cash provided by investing activities of $17.6 million for the nine months ended June 30, 2024. The $26.3 million increase in cash used in investing activities was primarily attributable to a $45.1 million decrease in proceeds from the disposal of a business, partially offset by a $12.5 million decrease in cash used in purchases of property and equipment for the nine months ended June 30, 2025 as compared to the nine months ended June 30, 2024.
Financing Activities. Net cash used in financing activities was $18.5 million for the nine months ended June 30, 2025 compared to net cash used in financing activities of $66.5 million for the nine months ended June 30, 2024. The $48.0 million decrease in financing cash flow was primarily attributable to the $18.8 million payment to purchase the non-controlling interest of Quality Assets & Operations, LLC during the nine months ended June 30, 2024, and a $42.0 million decrease in payments on long-term debt, partially offset by a $15.5 million decrease in proceeds from long-term debt during the nine months ended June 30, 2025 as compared to the nine months ended June 30, 2024.
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 Securities Exchange Act of 1934, 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 share repurchases during the nine months ended June 30, 2025. The Company has $48.1 million remaining under the share repurchase program.
Debt Agreements
A&R Credit Facility
On August 9, 2022 we entered into the Amended and Restated Credit Agreement (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). On November 13, 2024 we entered into Amendment No. 6 to the Amended and Restated Credit Agreement and Waiver and Amendment No. 1 to Pledge and Security Agreement with Truist Bank to, among other things, (i) modify certain definitions, 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, 2026, and in connection therewith, the repayment schedule. The Revolving Facility matures on July 31, 2026. The Term Facility is 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. The maturity date of the A&R Credit Facility is within one year of the date that this Quarterly Report is filed. The Company is in the process of amending the A&R Credit Facility and expects to modify the maturity date and extend the repayment schedule.
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 1.75%, or (b) Term SOFR, plus an applicable margin ranging from 0.75% to 1.75%. Interest on swingline loans shall bear interest at the Base Rate plus an applicable margin ranging from 1.75% to 2.75%. 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 June 30, 2025.
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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 Distribution Finance, LLC ("Wells Fargo") and the other lender parties thereto. On November 13, 2024, we entered into the Consent, Waiver and Second Amendment to the Eighth Amended and Restated Inventory Financing Agreement with Wells Fargo and other lenders party thereto which, (i) modified certain definitions, terms and conditions, (ii) adjusted the minimum fixed charge coverage ratio, (iii) adjusted the maximum funded debt to EBITDA ratio, (iv) established a new minimum liquidity measure, (v) allowed for certain swap transactions to mitigate risk in the ordinary course of business, and (vi) reduced the maximum borrowing capacity from $650 million to $595 million. Loans under the Inventory Financing Facility may be extended from time to time to enable the Company to purchase inventory from certain manufacturers. The Inventory Financing Facility expires on March 1, 2026.
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 pro rata distributions to the OneWater Unit Holders, including 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 Chief Executive Officer, Philip Austin Singleton, Jr., and our President and Chief Operating Officer, Anthony Aisquith, provide certain personal guarantees of the Inventory Financing Facility.
As of June 30, 2025 and September 30, 2024, our indebtedness associated with financing our inventory under the Inventory Financing Facility totaled $435.8 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. For the nine months ended June 30, 2025 and the year ended September 30, 2024, the effective interest rate on the outstanding short-term borrowings under the Inventory Financing Facility was 6.1% and 6.6%, respectively. As of June 30, 2025 and September 30, 2024, our additional available borrowings under our Inventory Financing Facility were $159.2 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 June 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 June 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 $97,000, and mature on dates between July 2025 to May 2032. As of June 30, 2025, we had $1.8 million outstanding under the commercial vehicles notes payable.
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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 June 30, 2025 and September 30, 2024, our liability under the Tax Receivable Agreement was $40.8 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, the OneWater LLC Agreement will require OneWater LLC to make pro rata cash distributions to TRA Holders, including OneWater Inc., in an amount sufficient to allow OneWater Inc. 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.
Recent Accounting Pronouncements
See Note 3 of the Notes to the Condensed Consolidated Financial Statements.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
Interest Rate Risk
Our Inventory Financing Facility exposes us to risks caused by fluctuations in interest rates. The interest rate on our Inventory Financing Facility for major unit inventory is calculated using SOFR plus an applicable margin. Based on the $235.8 million balance under the Inventory Financing Facility that is not covered by interest rate swaps as of June 30, 2025, a change of 100 basis points in the underlying interest rate would cause a change in interest expense of approximately $2.4 million. This hypothetical change does not take into account a corresponding increase to the programs that we may receive from our manufacturers or management’s ability to curtail inventory and related floor plan balances, both of which would reduce the impact of the interest rate increase.
Our A&R Credit Facility exposes us to risks caused by fluctuations in interest rates. The interest rate on our A&R Credit Facility is calculated using Term SOFR (with a 0.00% floor) plus an applicable margin. Based on the $222.7 million outstanding balance that is not covered by interest rate swaps as of June 30, 2025, a change of 100 basis points in the underlying interest rate would cause a change in interest expense of approximately $2.2 million.
As part of our strategy to mitigate the exposure risk to fluctuations in interest rates for our Inventory Financing Facility and A&R Credit Facility, we may enter into various interest rate swap agreements. As of June 30, 2025, we had two interest rate swap agreements with a combined notional amount of $400.0 million. The swaps are designed to provide a hedge against the changes in variable cash flows regarding fluctuations in the SOFR and Term SOFR rates which are used in calculating interest payments. All of our interest rates swaps qualify for cash flow hedge accounting. The following table provides information regarding our interest rate swaps as of June 30, 2025:
| Inception Date | Hedged Rate | Notional Value at Inception (in thousands) | Maturity Date | |||||||||||||||||
| September 2024 | SOFR | $ | 200,000 | September 2027 | ||||||||||||||||
| September 2024 | Term SOFR | 200,000 | September 2027 | |||||||||||||||||
Foreign Currency Risk
We purchase certain of our new boat and parts inventories from foreign manufacturers and some of these transactions are denominated in a currency other than the U.S. dollar. Our business is subject to foreign exchange rate risk that may influence manufacturers’ ability to provide their products at competitive prices in the United States. From time to time we may enter into foreign currency forward contracts to hedge certain foreign currency exposures to lessen, but not completely eliminate, the effects of foreign currency fluctuations on our financial results. To the extent that we cannot recapture this volatility in prices charged to customers or if this volatility negatively impacts consumer demand for our products, this volatility could adversely affect our future operating results.
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Item 4. Controls and Procedures
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date. No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that the system of controls has operated effectively in all cases. Our disclosure controls and procedures are designed to provide reasonable assurance that the objectives of disclosure controls and procedures are met and to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) during the three months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are involved in various legal proceedings as either the defendant or plaintiff. Due to their nature, such legal proceedings involve inherent uncertainties including, but not limited to, court rulings, negotiations between the affected parties and other actions. Management assess the probability of losses or gains for such contingencies and accrues a liability and/or discloses the relevant circumstances as appropriate. In the opinion of management, it is not reasonably probable that the pending litigation, disputes or claims against the Company as of June 30, 2025, will have a material adverse effect on its financial condition, results of operations or cash flows. However, the outcome of any matter cannot be predicted with certainty, and an unfavorable resolution of one or more matters presently known or arising in the future could have a material adverse effect on the Company's financial condition, liquidity or results of operations.
Item 1A. Risk Factors
In addition to the information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors and other cautionary statements described under the heading “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the SEC on December 10, 2024, which could materially affect our businesses, financial condition, or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or future results. There have been no material changes in our risk factors from those described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the SEC on December 10, 2024 other than as described below.
We are subject to risks associated with international trade policies, including tariffs and other restrictions, which could increase our costs, disrupt our supply chain, or otherwise adversely affect our business, financial condition and results of operations.
We source certain boats, components, and parts used in both the sale and service of boats from foreign manufacturers and suppliers, either directly or through our manufacturer partners. This includes fully assembled boats manufactured outside of the United States, component parts integrated into boats manufactured domestically, and parts used in post-sale servicing, warranty work, and aftermarket sales. Our Distribution segment, which includes the sale of marine parts and accessories through our network of retail and wholesale channels, also sources a portion of its inventory from international suppliers or contains components manufactured abroad. As a result, our business and operations are subject to risks associated with international trade, including changes in U.S. or foreign government policies, tariffs, duties, import restrictions, export restrictions, sanctions, or other trade barriers.
Tariffs or other governmental actions that limit trade with certain foreign countries, particularly those that supply boats, components, or aftermarket parts, could increase our procurement and manufacturing costs, delay delivery timelines, and limit the availability of critical inventory. For example, tariffs imposed on boats manufactured in Europe or parts sourced from Asia could materially increase the cost of certain units or product categories or render specific product lines less competitive in the U.S. market. Even where boats are manufactured in the U.S., many rely on imported components, and tariffs on those inputs could increase costs for our manufacturing partners, which may in turn be passed on to us through price increases. Likewise, our Distribution segment could experience similar margin compression or inventory shortfalls if costs increase or global supply chain availability declines.
Additionally, uncertainty surrounding U.S. trade policy, including the potential for retaliatory tariffs or escalating trade disputes, may create volatility in pricing or lead to disruptions in the flow of goods. If our suppliers are unable to absorb increased costs or if we are unable to pass those costs on to customers without negatively impacting demand, our gross margins and overall profitability could be adversely affected. Any material disruption to our ability to source boats, components, or parts in a timely or cost-effective manner—whether for new sales, warranty obligations, or aftermarket and distribution operations—could have a material adverse effect on our business, financial condition and results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer's Purchases of Equity Securities
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, to the extent practicable or advisable, Rule 10b5-1 and Rule 10b-18 thereunder, and consistent with the Company’s contractual limitations and other requirements. The Company made no repurchases in the three months ended June 30, 2025. The Company has $48.1 million remaining under the share repurchase program.
Item 3. Defaults Upon Senior Securities
None.
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Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
Item 6. Exhibits
| Exhibit No. | Description | ||||
| Consignment Agreement, dated as of June 1, 2019, by and between South Florida Assets & Operations LLC and Global Marine Finance, LLC | |||||
| Consignment Agreement, dated June 30, 2025, by and between Midwest Assets & Operations LLC, Singleton Assets & Operations LLC, South Florida Assets & Operations LLC, Legendary Assets & Operations LLC, Bosun's Assets & Operations LLC, Northpoint Commercial Finance LLC and Global Marine Finance LLC. | |||||
| Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |||||
| Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |||||
| Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. | |||||
| Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. | |||||
| 101.INS(a) | Inline XBRL Instance Document. | ||||
| 101.SCH(a) | Inline XBRL Schema Document. | ||||
| 101.CAL(a) | Inline XBRL Calculation Linkbase Document. | ||||
| 101.DEF(a) | Inline XBRL Definition Linkbase Document. | ||||
| 101.LAB(a) | Inline XBRL Labels Linkbase Document. | ||||
| 101.PRE(a) | Inline XBRL Presentation Linkbase Document. | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||||
| * | Filed herewith. | ||||
| ** | Furnished herewith. | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ONEWATER MARINE INC. | ||||||||
| (Registrant) | ||||||||
| By: | /s/ Philip Austin Singleton, Jr. | |||||||
| Philip Austin Singleton, Jr. | ||||||||
| Chief Executive Officer | ||||||||
| By: | /s/ Jack Ezzell | |||||||
| Jack Ezzell | ||||||||
| Chief Financial Officer | ||||||||
| August 1, 2025 | ||||||||
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Exhibit 10.1
CONSIGNMENT AGREEMENT
This Consignment Agreement (this “Agreement”) is dated as of June 1, 2019, among Global Marine Finance LLC, a Delaware limited liability company (“Global Consignor”), and South Florida Assets & Operations LLC, a Florida limited liability company (“Consignee”).
Global has a perfected security interest in certain assets of Consignor, including, but not limited to inventory, accounts, general intangibles and proceeds of all the foregoing.
Consignor and Consignee desire to enter into a consignment relationship under which Consignor will periodically transfer certain inventory owned by Consignor (collectively, the “Inventory”) to Consignee for the purpose of Consignee’s offering the Inventory for sale to its customers in the ordinary course of its business.
Now therefore, for and in consideration of the above premises, and the mutual promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:
1.Intent to Consign Inventory. Consignor and Consignee intend that all transfers to Consignee of the Inventory are subject to the terms of this Agreement and constitute a consignment as defined by Article 9 of the Uniform Commercial Code as adopted under the laws of the applicable state (the “UCC”). Consignor and Consignee further intend and agree that the perfected security interest of Global in the consigned Inventory continues in the hands of Consignee and will attach to all proceeds thereof. The transfer of the Inventory to Consignee is neither a “sale” nor a “sale or return” as those terms are defined in Article 2 of the UCC. Consignor at all times retains title and ownership of the Inventory until Consignee sells Inventory to a third party, and then the title and ownership for such Inventory shall pass directly from Consignor to such third party. Consignee agrees that it has no, and expressly disclaims any, interest of any kind in the Inventory.
2.Further Security. Notwithstanding the intent among the parties as set forth above, Consignee agrees to and herein does grant to Global and Consignor a security interest as set forth below, if for any reason the transactions are not deemed to have been consignment transactions, but rather purchases and sales in which Global and Consignor have retained a security interest therein.
2.1 Grant of Security Interest. As further security for the payment of the sums due with respect to the Inventory, whether now or hereafter consigned or transferred by Consignor to Consignee, Consignee hereby grants to Global and to Consignor a security interest in all of Consignee’s inventory, equipment, and fixtures that are consigned by or otherwise acquired from Consignor, whether now owned or hereafter acquired and wherever located, including, without limitation, boats; all returns, repossessions, exchanges, substitutions, replacements, attachments, parts, accessories and accessions of any of the foregoing; all price protection payments, discounts, rebates, credits, factory holdbacks and incentive payments related to any of the foregoing; supporting obligations to any of the foregoing; and products and proceeds in whatever form of any of the foregoing (including without limitation all goods, money, checks, accounts, deposit accounts, chattel paper, instruments, documents, and general intangibles arising from any of the foregoing).
2.2 Filing of Financing Statements. Consignee further consents to the filing by Global and Consignor of financing statements and the sending of any notices to third party creditors as prescribed by the UCC for the purpose of perfecting the consignment interests and security interests granted hereunder.
2.3 Power of Attorney. Consignor and Consignee grant Global an irrevocable power of attorney coupled with an interest to execute and file financing statements and consignment notification letters; and do anything to preserve and protect the Inventory and Consignor’s and/or Global’s rights and interest therein.
2.4 Subordination Agreements. Consignee acknowledges and agrees that Global and Consignor may seek agreements from Consignee’s third-party creditors to subordinate any interest said creditors may
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have or may appear to have in the Inventory and proceeds thereof. Consignee agrees to cooperate with all reasonable requests of Global and/or Consignor in obtaining such subordination agreements.
3.Inventory Held in Trust. Consignee agrees to hold the Inventory in trust for Global and Consignor as Consignor’s property, for the sole purpose of selling the Inventory on behalf of Consignor. All Inventory shall be kept at locations of which Consignee has notified Consignor in writing. Consignee agrees to inform Consignor and Global within a reasonable time in advance of moving the Inventory to a new location for sale. Consignee further agrees not to operate, use or demonstrate any of the Inventory without the written consent of Consignor, nor will Consignee lend, rent, mortgage, pledge or encumber the Inventory, but will keep it in good condition, properly housed and free from all claims and taxes, or other encumbrances, and will pay all costs, expenses and disbursements incurred by Consignor in protecting its security interest in the Inventory.
4.Right of Sale. Consignee is hereby authorized to sell the Inventory on behalf of Consignor in the ordinary course of business, upon such terms as Consignor and Consignee agree from time to time, subject to Consignor’s and Global’s security interest in proceeds thereof. Consignee shall not transfer possession of the Inventory to any purchaser thereof until such time as Consignee has received payment in accordance with terms agreed upon by Consignor. Consignee agrees to keep the proceeds from sales thereof separate and capable of identification as the property of Consignor; to make entries in its books showing that the Inventory is held for the account of Consignor; to report to Consignor the consummation of any sale immediately after it is made; and to furnish Consignor, on demand, a true and complete report of Consignee’s sales for any period of time stated by Consignor.
5.Insurance. Consignee agrees to keep the Inventory fully insured, at its sole expense, against such risks as Consignor may request, the insurance policies to be satisfactory to Consignor, payable jointly to Global and Consignor as their interests may appear and to be delivered to Consignor, promptly on demand. Consignee shall be liable to Consignor for all loss, destruction or damage to the Inventory by theft, fire or otherwise, whether or not covered by insurance.
6.Right to Remove Inventory. Consignor and Global, or their respective representatives, shall at all times have the right to enter Consignee’s premises during normal business hours to inspect, remove or take possession of the Inventory without interference of the Consignee and, in the case of Global, in the exercise of Global’s rights as a secured party of Consignor.
7.Rights of Centennial Bank as Secured Party. As a secured party of Consignor, Global shall have the rights of a secured party in the event of the foreclosure of Global’s security interest in Consignor’s assets, including, but not limited to, Consignor’s rights under this Agreement.
8.Affirmative Warranties and Representations of Consignee. Consignee warrants and represents to Global and Consignor that: (a) Consignee will execute all documents Global or Consignor request to perfect and maintain Global’s and Consignor’s security interest in the Collateral; (b) Consignee will at all times be duly organized, existing, in good standing, qualified and licensed to do business in each state, county, or parish, in which the nature of its business or property so requires; (c) Consignee has the right and is duly authorized to enter into this Agreement; (d) Consignee’s execution of this Agreement does not constitute a breach of any agreement to which Consignee is now or hereafter becomes bound; (e) Consignee has duly filed and will duly file all tax returns required by law; (f) Consignee has paid and will pay when due all taxes, levies, assessments and governmental charges of any nature; (g) Consignee will give Global and Consignor thirty (30) days prior written notice of any change in Consignee’s identity, name, form of business organization, ownership, management, principal place of business, and before moving any books and records to any other location; and (h) Consignee will comply with all applicable laws and will conduct its business in a manner which preserves and protects the Inventory and the earnings and income thereof.
9.Default. Consignee will be in default under this Agreement if: (a) Consignee breaches any terms, warranties or representations contained herein or in any other agreement between Global and Consignee; (b) any guarantor of Consignee’s debts to Global breaches any terms, warranties or representations contained in any guaranty or other agreement between the guarantor and Global; (c) any representation, statement, report or certificate made or delivered by Consignee or any guarantor to Global is not accurate when made; (d) Consignee fails to pay any
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portion of Consignee’s debts to Global when due and payable hereunder or under any other agreement between Global and Consignee; (e) Consignee abandons any of the inventory; (f) Consignee or any guarantor is or becomes in default in the payment of any debt owed to any third party; (g) a money judgment issues against Consignee or any guarantor; (h) an attachment, sale or seizure issues or is executed against any assets of Consignee or of any guarantor; (i) the undersigned dies while Consignee’s business is operated as a sole proprietorship, any general partner dies while Consignee’s business is operated as a general or limited partnership, or any member dies while Consignee’s business is operated as a limited liability company, as applicable; (j) any guarantor dies; (k) Consignee or any guarantor shall cease existence as a corporation, partnership, limited liability company or trust, as applicable; (l) Consignee or any guarantor ceases or suspends business; (m) Consignee, any guarantor or any member while Consignee’s business is operated as a limited liability company, as applicable, makes a general assignment for the benefit of creditors; (n) Consignee, any guarantor or any member while Consignee’s business is operated as a limited liability company, as applicable, becomes insolvent or voluntarily or involuntarily becomes subject to the Federal Bankruptcy Code, any state insolvency law or any similar law; (o) any receiver is appointed for any assets of Consignee, any guarantor or any member while Consignee’s business is operated as a limited liability company, as applicable; (p) any guaranty of Consignee’s debts to Global is terminated; (q) Consignee loses any franchise, permission, license or right to sell or deal in the Inventory; (r) Consignee or any guarantor misrepresents Consignee’s or such guarantor’s financial condition or organizational structure; or (s) Global determines in good faith that it is insecure with respect to any of the Inventory or the payment of any part of Consignee’s obligation to Global. Upon occurrence of a default, and if such default shall be declared at the option of Consignor and/or Global, Consignor and/or Global shall have the right: (i) to foreclose the security interest by any available judicial procedure and (ii) to take possession of the Inventory.
10.No Waiver. Consignee agrees that any extension, release, waiver or other indulgence of any character whatsoever may be granted by Consignor with respect to the sums and indebtedness secured by this Agreement, or with respect to any sums and indebtedness evidenced by notes, trade acceptances or other evidences of indebtedness of the Consignee to Consignor. Any such extension, release, waiver or other indulgence, or any failure by Consignor to exercise any rights or privileges hereunder, shall in no way affect or impair the rights of Consignor or Consignor’s security interest as herein provided, or the Consignee’s liability hereunder.
11.Termination. Consignor may at any time terminate this Agreement and shall have the right to take possession of the Inventory, or such part thereof as remains in the Consignee’s possession, and any and all proceeds of such Inventory as have been sold, wherever and in whatever form they may be; and for purposes of repossession, Consignor, or its representatives, may enter any premises without legal process and Consignee hereby waives and releases Consignor of and from any and all claims in connection therewith or arising therefrom. Consignee agrees, upon demand of Consignor, to assemble the Inventory and make it available to Consignor at a place reasonably convenient to both parties.
12.Binding Effect. This Agreement will protect and bind Global’s, Consignor’s and Consignee’s respective heirs, representatives, successors and assigns.
13.Severability. If any provision of this Agreement or its application are invalid or unenforceable, the remainder of this Agreement will not be impaired or affected and will remain binding and enforceable.
14.Supplement. If Global, Consignor and/or Consignee have heretofore executed other agreements in connection with all or any part of the Inventory, this Agreement shall supplement each and every other agreement previously executed by and among any or all of the parties hereto, and in that event this Agreement shall neither be deemed a novation nor a termination of such previously executed agreement nor shall execution of this Agreement be deemed a satisfaction of any obligation secured by such previously executed agreement.
15.Attorney’s Fees. Consignee agrees that, in the event Global or Consignor shall take any legal action to recover possession of the Inventory or any proceeds from the sales thereof or to recover any sums due Consignor hereunder or under any promissory notes, trade acceptances or invoices, Consignee shall bear all Global’s or Consignor’s attorney’s fees and costs in connection therewith.
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16.Assignment by Global and/or Consignor. Global may, within its sole discretion and without any notice to or consent from Consignor or Consignee, assign to any third party all or any part of Global’s rights, title and interest in, to and under this Agreement and/or the Inventory, and all of such rights, title and interest assigned shall pass to and may be exercised by any such assignee thereof. Neither Consignor nor Consignee may assign it interests in this Agreement without the prior written consent of Global.
17.No Interest in Inventory. Nothing contained in this Agreement shall, in any sense, be considered as constituting a sale of the Inventory to the Consignee, or as giving the Consignee an ownership interest in the Inventory.
18.No Agreement to Lend. The parties hereto acknowledge and agree that the purpose for entry into this Agreement is the facilitation of the business transactions contemplated between Consignor and Consignee and the protection of the security interest of Global in the Inventory and proceeds. This Agreement is not an agreement by Global to lend to Consignor, nor does it alter or amend the respective rights and obligations contained in any Loan and Security Agreement or other agreement between Global and Consignor.
19.Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without reference to applicable conflict of laws principles. Each of the parties hereto consents to the non-exclusive jurisdiction of Delaware courts in connection with the resolution of any disputes concerning the matters contemplated herein.
Global, Consignor, and Consignee have caused this Agreement to be executed as of the date and year first above written.
| GLOBAL MARINE FINANCE | |||||
| By: | /s/ BRYAN BRALEY | ||||
| Print Name: | BRYAN BRALEY | ||||
| Title: | MEMBER | ||||
| (Consignor) | |||||
| By: | |||||
| Print Name: | |||||
| Title: | |||||
| ONEWATER MARINE HOLDINGS | |||||
| (Consignee) | |||||
| By: | /s/ P AUSTIN SINGLETON | ||||
| Name: | P AUSTIN SINGLETON | ||||
| Title: | CEO | ||||
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Exhibit 10.2
CONSIGNMENT AGREEMENT
This Consignment Agreement (this "Agreement") is dated as of June 30, 2025, among Northpoint Commercial Finance LLC, a Delaware limited liability company ("Northpoint") Global Marine Finance LLC, a Delaware limited liability company ("Consignor"), Midwest Assets & Operations, LLC, a Delaware limited liability company (“MAO”), Singleton Assets & Operations, LLC, a Georgia limited liability company (“SAO”), South Florida Assets & Operations, LLC, a Florida limited liability company, (“SFAO”) and Legendary Assets & Operations, LLC, a Florida limited liability company (“LAO”), Bosun’s Assets & Operations, LLC, a Delaware limited liability company (“BAO”, together with MAO, SAO, SFAO, and LAO individually and collectively, "Consignee").
Northpoint has a perfected security interest in certain assets of Consignor, including, but not limited to inventory, accounts, general intangibles and proceeds of all the foregoing.
MAO and Global Marine are party to that certain Consignment Agreement dated (as amended, amended and restated, supplemented, or otherwise modified, the “MAO Consignment Agreement”); SAO and Global Marine are party to that certain Consignment Agreement dated (as amended, amended and restated, supplemented, or otherwise modified, the “SAO Consignment Agreement”); LAO and Global Marine are party to that certain Consignment Agreement (as amended, amended and restated, supplemented, or otherwise modified, the “LAO Consignment Agreement”); BAO and Global Marine are party to that certain Consignment Agreement (as amended, amended and restated, supplemented, or otherwise modified, the “BAO Consignment Agreement”); SFAO and Global Marine are party to that certain Consignment Agreement (as amended, amended and restated, supplemented, or otherwise modified, the “SFAO Consignment Agreement”); and MAO and Global Marine are party to that certain Consignment Agreement (as amended, amended and restated, supplemented, or otherwise modified, and together with the MAO Consignment Agreement, the SAO Consignment Agreement, the LAO Consignment Agreement, the BAO Consignment Agreement, and the SFAO Consignment Agreement, the “One Water Consignment Agreements”).
Consignor and Consignee have entered into the One Water Consignment Agreements under which Consignor will periodically transfer (1) certain inventory manufactured, distributed, or sold by an entity set forth on Exhibit A of this Agreement or any affiliate thereof, or bearing the trademarks, tradenames, or branding of an of an entity listed on Exhibit A of this Agreement or any affiliate thereof and (2) any engines, parts, accessions, accessories, attachments, additions, or modifications, or any goods of any nature now or hereafter included with, attached to, installed upon any of the foregoing owned by Consignor (collectively, the “Inventory”) to Consignee for the purpose of Consignee's offering the Inventory for sale to its customers in the ordinary course of its business.
Now therefore, for and in consideration of the above premises, and the mutual promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:
1. Intent to Consign Inventory. Consignor and Consignee intend that all transfers to Consignee of the Inventory are subject to the terms of this Agreement and constitute a consignment as defined by Article 9 of the Uniform Commercial Code as adopted under the laws of the applicable state (the "UCC"). Consignor and Consignee further intend and agree that the perfected security interest of Northpoint in the consigned Inventory continues in the hands of Consignee and will attach to all proceeds thereof. The transfer of the Inventory to Consignee is neither a “sale” nor a “sale or return” as those terms are defined in Article 2 of the UCC. Consignor at all times retains title and ownership of the Inventory until Consignee sells Inventory to a third party, and then the title and ownership for such Inventory shall pass directly from Consignor to such third party. Consignee agrees that it has no, and expressly disclaims any, interest of any kind in the Inventory.
2. Further Security. Notwithstanding the intent among the parties as set forth above, Consignee agrees to and herein does grant to Northpoint and Consignor a security interest as set forth below, if for any reason the transactions are not deemed to have been consignment transactions, but rather purchases and sales in which Northpoint and Consignor have retained a security interest therein.
2.1 Grant of Security Interest. As further security for the payment of the sums due with respect to the Inventory, whether now or hereafter consigned or transferred by Consignor to Consignee, Consignee hereby grants to Northpoint and to Consignor a security interest in all of the Inventory, whether now owned or hereafter acquired and wherever located; all returns, repossessions, exchanges, substitutions, replacements,
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attachments, parts, accessories and accessions of any of the foregoing; all price protection payments, discounts, rebates, credits, factory holdbacks and incentive payments related to any of the foregoing; supporting obligations to any of the foregoing; and products and proceeds in whatever form of any of the foregoing (including without limitation all goods, money, checks, accounts, deposit accounts, chattel paper, instruments, documents, and general intangibles arising from any of the foregoing).
2.2 Filing of Financing Statements. Consignee further consents to the filing by Northpoint and Consignor of financing statements and the sending of any notices to third party creditors as prescribed by the UCC for the purpose of perfecting the consignment interests and security interests granted hereunder.
2.3 Power of Attorney. Consignor and Consignee grant Northpoint an irrevocable power of attorney coupled with an interest to execute and file financing statements and consignment notification letters; and do anything to preserve and protect the Inventory and Consignor’s and/or Northpoint's rights and interest therein.
2.4 Subordination Agreements. Consignee acknowledges and agrees that Northpoint and Consignor may seek agreements from Consignee's third-party creditors to subordinate any interest said creditors may have or may appear to have in the Inventory and proceeds thereof. Consignee agrees to cooperate with all reasonable requests of Northpoint and/or Consignor in obtaining such subordination agreements.
3. Inventory Held in Trust. Consignee agrees to hold the Inventory in trust for Northpoint and Consignor as Consignor's property, for the sole purpose of selling the Inventory on behalf of Consignor. All Inventory shall be kept at locations of which Consignee has notified Consignor in writing. Consignee agrees to inform Consignor and Northpoint within a reasonable time in advance of moving the Inventory to a new location for sale. Consignee further agrees not to operate, use or demonstrate any of the Inventory, except for the sole purpose of marketing and/or selling the Inventory, without without the written consent of Consignor, nor will Consignee lend, rent, mortgage, pledge or encumber the Inventory, but will keep it in good condition, properly housed and free from all claims and taxes, or other encumbrances, and will pay all costs, expenses and disbursements incurred by Consignor in protecting its security interest in the Inventory.
4. Right of Sale. Consignee is hereby authorized to sell the Inventory on behalf of Consignor in the ordinary course of business, upon such terms as Consignor and Consignee agree from time to time, subject to Consignor's and Northpoint's security interest in proceeds thereof. Consignee shall not transfer possession of the Inventory to any purchaser thereof until such time as Consignee has received payment in accordance with terms agreed upon by Consignor, which as of the date hereof include the terms set forth on the attached Exhibit B, which is hereby incorporated by reference into the One Water Consignment Agreements. For the avoidance of doubt, (a) the attached Exhibit B is solely for the purpose of Consignee and Consignor better defining the relative obligations between them, and (b) neither the attached Exhibit B (including but not limited to the terms thereof) nor any party’s performance or lack of performance thereunder shall limit, reduce, modify or otherwise affect any of the obligations of Consignee, Consignor or any other party in favor of Northpoint under this Agreement or otherwise. Consignee agrees to keep the proceeds from sales thereof separate and capable of identification as the property of Consignor; to make entries in its books showing that the Inventory is held for the account of Consignor; to report to Consignor the consummation of any sale immediately after it is made; and to furnish Consignor, on demand, a true and complete report of Consignee's sales for any period of time stated by Consignor.
5. Insurance. Consignee agrees to keep the Inventory fully insured, at its sole expense, against such risks as Consignor may request, the insurance policies to be satisfactory to Consignor, payable jointly to Northpoint and Consignor as their interests may appear and to be delivered to Consignor, promptly on demand. Consignee shall cause the proceeds of any insurance claim involving any Inventory to be paid to Northpoint. Consignee shall be liable to Consignor for all loss, destruction or damage to the Inventory by theft, fire or otherwise, whether or not covered by insurance.
6. Right to Remove Inventory. Consignor and Northpoint, or their respective representatives, shall at all times have the right to enter Consignee's premises during normal business hours to inspect, remove or take possession of the Inventory without interference of the Consignee and, in the case of Northpoint, in the exercise of Northpoint’s rights as a secured party of Consignor; provided that so long as no material default has occurred under
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this Agreement or under the Loan Agreement, Northpoint and/or Consignor shall provide Consignee with one (1) business days’ prior written notice (email sufficient) before entering Consignee’s premises to inspect any Inventory.
7. Rights of Northpoint as Secured Party. As a secured party of Consignor, Northpoint shall have the rights of a secured party in the event of the foreclosure of Northpoint's security interest in Consignor's assets, including, but not limited to, Consignor's rights under this Agreement.
8. Affirmative Warranties and Representations of Consignee. Consignee warrants and represents to Northpoint and Consignor that: (a) Consignee will execute all documents Northpoint or Consignor request to perfect and maintain Northpoint's and Consignor's security interest in the Inventory and the proceeds thereof; (b) Consignee will at all times be duly organized, existing, in good standing, qualified and licensed to do business in each state, county, or parish, in which the nature of its business or property so requires; (c) Consignee has the right and is duly authorized to enter into this Agreement; (d) Consignee's execution of this Agreement does not constitute a breach of any agreement to which Consignee is now or hereafter becomes bound; (e) Consignee has duly filed and will duly file all tax returns required by law; (f) Consignee has paid and will pay when due all taxes, levies, assessments and governmental charges of any nature; (g) Consignee will give Northpoint and Consignor thirty (30) days prior written notice of any change in Consignee's identity, name, form of business organization, ownership, principal place of business, and before moving any physical books and records to any other location; (h) Consignee will comply with all applicable laws and will conduct its business in a manner which preserves and protects the Inventory and the earnings and income thereof; and: (i) Consignee shall keep accurate and complete records of the Inventory and upon no less than one (1) business days’ prior written notice (email sufficient) permit Northpoint to, during normal business hours: (1) visit Consignee’s business locations at reasonable intervals to be reasonably determined by Northpoint; (2) inspect, audit and make extracts from or copies of Consignee’s books, records, journals, receipts, computer tapes and disks containing information related to the Inventory; and (3) temporarily remove any of the items identified in the foregoing clause (2), where necessary, for the purpose of making copies thereof; provided, however, that no such prior notice shall be required if a material default under this Agreement or the Loan Agreement has occurred. Any books, records, journals, receipts, computer tapes and/or disks accessed, notes taken, or information reviewed by Northpoint pursuant to this Section shall be deemed strictly confidential, shall be used solely for the limited purpose of verifying compliance with this Agreement, and shall not be disclosed to any third party other than the directors, officers, managers, members, employees, investors, lenders, consultants, advisors, affiliates, agents, and representatives of Northpoint (collectively, “Representatives”), without the prior written consent of Consignee, except as required by law. Northpoint shall implement and maintain industry-standard safeguards, including administrative, technical, and physical measures, to protect the confidentiality, integrity, and security of such information. Northpoint shall be liable for any unauthorized disclosure, misuse, or breach of confidentiality, including any disclosure by its Representatives, and shall hold harmless Consignee from any resulting damages, losses, or claims.
9. Default. Consignee will be in default under this Agreement if: (a) Consignee breaches any terms, warranties or representations contained herein or in any other agreement between Northpoint and Consignee; (b) [reserved]; (d) Consignee fails to pay any portion of Consignee's debts to Northpoint when due and payable hereunder or under any other agreement between Northpoint and Consignee; (e) Consignee abandons any of the Inventory; (f) Consignee is or becomes in default in the payment of any debt owed to any third party; (g) a money judgment issues against Consignee; (h) an attachment, sale or seizure issues or is executed against any assets of Consignee; (i) [reserved]; (j) [reserved]; (k) Consignee shall cease existence as a corporation, partnership, limited liability company or trust, as applicable; (l) Consignee ceases or suspends business; (m) Consignee or any member while Consignee's business is operated as a limited liability company, as applicable, makes a general assignment for the benefit of creditors; (n) Consignee or any member while Consignee's business is operated as a limited liability company, as applicable, becomes insolvent or voluntarily or involuntarily becomes subject to the Federal Bankruptcy Code, any state insolvency law or any similar law; (o) any receiver is appointed for any assets of Consignee or any member while Consignee's business is operated as a limited liability company, as applicable; (p) [reserved]; (q) Consignee loses any franchise, permission, license or right to sell or deal in the Inventory; (r) Consignee misrepresents Consignee's financial condition or organizational structure; (s) Northpoint determines in good faith that it is insecure with respect to any of the Inventory or the payment of any part of Consignee's obligation to Northpoint; or (t) if a Default occurs under the Loan and Security Agreement dated on or about the date hereof between Consignor and Northpoint (as amended, amended and restated, supplemented, or otherwise modified, the “Northpoint Loan Agreement”) or any document executed or delivered in connection therewith. Upon occurrence of a default, and if such default shall be declared at
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the option of Consignor and/or Northpoint, Consignor and/or Northpoint shall have the right: (a) to foreclose the security interest by any available judicial procedure and (b) to take possession of the Inventory.
10. No Waiver. Consignee agrees that any extension, release, waiver or other indulgence of any character whatsoever may be granted by Consignor with respect to the sums and indebtedness secured by this Agreement, or with respect to any sums and indebtedness evidenced by notes, trade acceptances or other evidences of indebtedness of the Consignee to Consignor. Any such extension, release, waiver or other indulgence, or any failure by Consignor to exercise any rights or privileges hereunder, shall in no way affect or impair the rights of Consignor or Consignor's security interest as herein provided, or the Consignee's liability hereunder.
11. Joint and Several.
11.1 Joint and Several Liability. Each Consignee has joint and several liability for the obligations to Northpoint under this Agreement (“Obligations”) with each other Consignee, and each Consignee represents and warrants that they are affiliates of each other and expect to directly or indirectly benefit from this Agreement. The Consignees acknowledge and agree that their joint and several liability for the Obligations and the waivers set forth in this Section 11 are material inducements to Northpoint entering into this Agreement.
11.2 Joint and Several Surety Waivers. No Consignee will be released from its joint and several liability for the Obligations for any reason, nor shall their joint and several liability for the Obligations be reduced, diminished or discharged for any reason, including without limitation (a) any modification, waiver, or release of, or any indulgences granted by Northpoint with respect to, the Obligations, (b) any failure of Northpoint to timely enforce any right or remedy available to Northpoint in connection with the Obligations, (c) the invalidity of any agreement forming a part of the Obligations, (d) any other action that may increase any Consignee’s risk or expose any to greater liability, or (e) any other circumstance which might otherwise relieve any Consignee of their obligations under this Section 11. Each Consignee waives: (i) any right to require Northpoint to proceed against any Consignee or to pursue any other remedy prior to exercising Northpoint’s rights under this Section 11, (ii) notice of the non-performance of any Obligations or the amount of the Obligations outstanding at any time, (iii) demand and presentation for payment, (iv) protest and notice of protest and diligence of bringing suit, (v) all notices to which any Consignee might otherwise be entitled by law, other than as may be expressly set forth herein; (vi) any defenses based on suretyship or impairment of the collateral or the like; and (vii) any other defense to the payment and performance of any Consigee’s obligations under this Section 11. Nothing shall discharge or satisfy the liability of any Consignee under this Section 11 except the full performance and payment of the Obligations. Northpoint is not obligated to marshal any assets in favor of any Consignee.
12. Termination. Consignor may at any time terminate this Agreement and shall have the right to take possession of the Inventory, or such part thereof as remains in the Consignee's possession, and any and all proceeds of such Inventory as have been sold, wherever and in whatever form they may be; and for purposes of repossession, Consignor, or its representatives, may enter any premises without legal process and Consignee hereby waives and releases Consignor of and from any and all claims in connection therewith or arising therefrom. Consignee agrees, upon demand of Consignor, to assemble the Inventory and make it available to Consignor at a place reasonably convenient to both parties.
13. Binding Effect. This Agreement will protect and bind Northpoint's, Consignor's and Consignee's respective heirs, representatives, successors and assigns.
14. Severability. If any provision of this Agreement or its application are invalid or unenforceable, the remainder of this Agreement will not be impaired or affected and will remain binding and enforceable.
15. Supplement. If Northpoint, Consignor and/or Consignee have heretofore executed other agreements in connection with all or any part of the Inventory, this Agreement shall supplement each and every other agreement previously executed by and among any or all of the parties hereto,including but not limited to the One Water Consignment Agreements, and in that event this Agreement shall neither be deemed a novation nor a termination of such previously executed agreement nor shall execution of this Agreement be deemed a satisfaction of any obligation secured by such previously executed agreement. The parties signing this Agreement agree that to the extent this Agreement conflicts with any of the One Water Consignment Agreements or any other agreement related to or executed in connection with any of the One Water Consignment Agreements, this Agreement shall control.
CONSIGNMENT AGREEMENT - Page 4 of 8
16. Attorney's Fees. Consignee agrees that, in the event Northpoint or Consignor shall take any legal action to recover possession of the Inventory or any proceeds from the sales thereof or to recover any sums due Consignor hereunder or under any promissory notes, trade acceptances or invoices, Consignee shall bear all Northpoint's or Consignor's attorney's fees and costs in connection therewith.
17. Assignment by Northpoint and/or Consignor. Northpoint may, within its sole discretion and without any notice to or consent from Consignor or Consignee, assign to any third party all or any part of Northpoint's rights, title and interest in, to and under this Agreement and/or the Inventory, and all of such rights, title and interest assigned shall pass to and may be exercised by any such assignee thereof. Neither Consignor nor Consignee may assign it interests in this Agreement without the prior written consent of Northpoint.
18. No Interest in Inventory. Nothing contained in this Agreement shall, in any sense, be considered as constituting a sale of the Inventory to the Consignee, or as giving the Consignee an ownership interest in the Inventory.
19. No Agreement to Lend. The parties hereto acknowledge and agree that the purpose for entry into this Agreement is the facilitation of the business transactions contemplated between Consignor and Consignee and the protection of the security interest of Northpoint in the Inventory and proceeds. This Agreement is not an agreement by Northpoint to lend to Consignor, nor does it alter or amend the respective rights and obligations contained in any Loan and Security Agreement or other agreement between Northpoint and Consignor.
20. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without reference to applicable conflict of laws principles. Each of the parties hereto consents to the non-exclusive jurisdiction of Delaware courts in connection with the resolution of any disputes concerning the matters contemplated herein.
21. Counterparts and Electronic Signatures. Notwithstanding anything to the contrary herein, the parties signing this Agreement agree that it may be completed, signed and delivered by electronic means (including, without limitation, through the DocuSign, Inc. electronic signing system) and in one or more counterparts, each of which shall be (i) an original as if signed manually by hand, and all of the counterparts of which taken together shall constitute one and the same agreement, and (ii) a valid and binding agreement and fully admissible in any court of law or otherwise and under any and all state and federal rules of evidence. All required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided by Northpoint or made available by Northpoint (if any) to Consignee may be sent via email by Northpoint to Consignee.
[Signature page(s) follow(s)]
CONSIGNMENT AGREEMENT - Page 5 of 8
Northpoint, Consignor, and Consignee have caused this Agreement to be executed as of the date and year first above written.
| GLOBAL MARINE FINANCE, LLC | NORTHPOINT COMMERCIAL FINANCE LLC | |||||||||||||
| By: | /s/ Philip A. Singleton | By: | /s/ Chris Patterson | |||||||||||
| Name: | Philip A. Singleton | Name: | Chris Patterson | |||||||||||
| Title: | Member | Title: | Underwriter | |||||||||||
| By: | /s/ Anthony Aisquith | |||||||||||||
| Name: | Anthony Aisquith | |||||||||||||
| Title: | Member | |||||||||||||
| By: | /s/ Bryan Braley | |||||||||||||
| Name: | Bryan Braley | |||||||||||||
| Title: | Member | |||||||||||||
| SINGLETON ASSETS & OPERATIONS, LLC | LEGENDARY ASSETS & OPERATIONS, LLC | |||||||||||||
| By: | /s/ Jack P. Ezzell | By: | /s/ Jack P. Ezzell | |||||||||||
| Name: | Jack P. Ezzell | Name: | Jack P. Ezzell | |||||||||||
| Title: | CFO | Title: | CFO | |||||||||||
| BOSUN'S ASSETS & OPERATIONS, LLC | SOUTH FLORIDA ASSETS & OPERATIONS, LLC | |||||||||||||
| By: | /s/ Jack P. Ezzell | By: | /s/ Jack P. Ezzell | |||||||||||
| Name: | Jack P. Ezzell | Name: | Jack P. Ezzell | |||||||||||
| Title: | CFO | Title: | CFO | |||||||||||
| MIDWEST ASSETS & OPERATIONS, LLC | ||||||||||||||
| By: | /s/ Jack P. Ezzell | |||||||||||||
| Name: | Jack P. Ezzell | |||||||||||||
| Title: | CFO | |||||||||||||
CONSIGNMENT AGREEMENT - Page 6 of 8
Exhibit A
Manufacturers
Hydrasports Custom Boats, LLC
Axopar Boats Oy
Axopar Boats Ltd.
CONSIGNMENT AGREEMENT - Page 7 of 8
Exhibit B
Consignment Agreement Payment Terms
Consignee’s payment in consideration for each sale of Inventory shall be equal to the net proceeds from Consignee’s sale of such after satisfying the following:
1. Consignee will pay all taxes, levies, assessments and governmental charges of any nature associated with the sale of the Inventory; and
2. Consignee will pay to Consignor and satisfy all floorplan indebtedness secured by the Inventory as such payments become due and payable under the Northpoint Loan Agreement, including but not limited to:
(a) an amount equal to the total floorplan interest owed by Consignor to Lender in connection with the Inventory,
PLUS
(b) an amount equal to the total fees and expenses owed by Consignor to Lender in connection with the Inventory,
PLUS
(c) an amount equal to any curtailment payments owed by Consignor to Lender in connection with the Inventory
PLUS
(d) an amount equal to the total principal balance owed by Consignor to Lender in connection with the Inventory.
CONSIGNMENT AGREEMENT - Page 8 of 8
Exhibit 31.1
CERTIFICATION
PURSUANT TO EXCHANGE ACT RULE 13A-14(a) OR RULE 15D-14(a)
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Philip Austin Singleton, Jr., certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of OneWater Marine Inc. (the “registrant”) for the quarter ended June 30, 2025;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: August 1, 2025 | By: | /s/ Philip Austin Singleton, Jr. | ||||||
| Philip Austin Singleton, Jr. | ||||||||
| Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
Exhibit 31.2
CERTIFICATION
PURSUANT TO EXCHANGE ACT RULE 13A-14(a) OR RULE 15D-14(a)
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jack Ezzell, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of OneWater Marine Inc. (the “registrant”) for the quarter ended June 30, 2025;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: August 1, 2025 | By: | /s/ Jack Ezzell | ||||||
| Jack Ezzell | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
Exhibit 32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. § 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of OneWater Marine Inc. (the “Company”) for the quarter ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Philip Austin Singleton, Jr., Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: August 1, 2025 | By: | /s/ Philip Austin Singleton, Jr. | ||||||
| Philip Austin Singleton, Jr. | ||||||||
| Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
Exhibit 32.2
CERTIFICATION
PURSUANT TO 18 U.S.C. § 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of OneWater Marine Inc. (the “Company”) for the quarter ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jack Ezzell, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: August 1, 2025 | By: | /s/ Jack Ezzell | ||||||
| Jack Ezzell | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||