10q10k10q10k.net

What changed in OneWater Marine Inc.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of OneWater Marine Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+503 added−501 removedSource: 10-K (2025-12-15) vs 10-K (2024-12-10)

Top changes in OneWater Marine Inc.'s 2025 10-K

503 paragraphs added · 501 removed · 411 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

101 edited+14 added−11 removed118 unchanged
Biggest changeThe more significant of these environmental and occupational health and safety laws and regulations include the following federal legal standards that currently exist in the United States, as amended from time to time: • the Clean Air Act (“CAA”), which restricts the emission of air pollutants from many sources, including outboard marine engines and chemical manufacturing operations, and imposes various pre-construction, operational, monitoring, and reporting requirements, and that the EPA has relied upon as authority for adopting climate change regulatory initiatives relating to greenhouse gas (“GHG”) emissions; • the Federal Water Pollution Control Act (the “Clean Water Act”), which regulates discharges of pollutants from facilities to state and federal waters and establishes the extent to which waterways are subject to federal jurisdiction and rulemaking as protected waters of the United States; • the Oil Pollution Act (“OPA”), which subjects owners and operators of vessels, onshore facilities, and pipelines, as well as lessees or permittees of areas in which offshore facilities are located, to liability for removal costs and damages arising from an oil spill in waters of the United States; • the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), which imposes liability on generators, transporters, disposers and arrangers of hazardous substances at sites where hazardous substance releases have occurred or are threatening to occur; • the Resource Conservation and Recovery Act (“RCRA”), which governs the generation, treatment, storage, transport, and disposal of solid wastes, including hazardous wastes; • the Emergency Planning and Community Right-to-Know Act, which requires facilities to implement a safety hazard communication program and disseminate information to employees, local emergency planning committees, and fire departments on toxic chemical uses and inventories; and • the Occupational Safety and Health Act, which establishes workplace standards for the protection of the health and safety of employees, including the implementation of hazard communications programs designed to inform employees about hazardous substances in the workplace, potential harmful effects of these substances, and appropriate control measures. 10 Table of Contents Additionally, there exist state and local jurisdictions in the United States where we operate that also have, or are developing or considering developing, similar environmental and occupational health and safety laws and regulations governing many of these same types of activities, which requirements may impose additional, or more stringent, conditions or controls than required under federal law and that can significantly alter, delay or cancel the permitting, development, or expansion of operations or substantially increase the cost of doing business.
Biggest changeThe more significant of these environmental and occupational health and safety laws and regulations include the following federal legal standards that currently exist in the United States, as amended from time to time: • the Clean Air Act (“CAA”), which restricts the emission of air pollutants from many sources, including outboard marine engines and chemical manufacturing operations, and imposes various pre-construction, operational, monitoring, and reporting requirements, and that the EPA has relied upon as authority for adopting climate change regulatory initiatives relating to greenhouse gas (“GHG”) emissions; • the Federal Water Pollution Control Act (the “Clean Water Act”), which regulates discharges of pollutants from facilities to state and federal waters and establishes the extent to which waterways are subject to federal jurisdiction and rulemaking as protected waters of the United States; • the Oil Pollution Act (“OPA”), which subjects owners and operators of vessels, onshore facilities, and pipelines, as well as lessees or permittees of areas in which offshore facilities are located, to liability for removal costs and damages arising from an oil spill in waters of the United States; • the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), which imposes liability on generators, transporters, disposers and arrangers of hazardous substances at sites where hazardous substance releases have occurred or are threatening to occur; • the Resource Conservation and Recovery Act (“RCRA”), which governs the generation, treatment, storage, transport, and disposal of solid wastes, including hazardous wastes; • the Emergency Planning and Community Right-to-Know Act, which requires facilities to implement a safety hazard communication program and disseminate information to employees, local emergency planning committees, and fire departments on toxic chemical uses and inventories; and • the Occupational Safety and Health Act, which establishes workplace standards for the protection of the health and safety of employees, including the implementation of hazard communications programs designed to inform employees about hazardous substances in the workplace, potential harmful effects of these substances, and appropriate control measures.
Singleton worked in substantially all positions within the dealership from the fuel dock, to the service department, to the sales department, to general manager. Mr. Singleton studied Business and Finance at Auburn University. Mr. Singleton was selected as a director due to his management and extensive industry experience.
Singleton worked in substantially all positions within the dealership from the fuel dock, to the service department, to the sales department, to general manager. Mr. Singleton studied Business and Finance at Auburn University. Mr. Singleton was selected as a director due to his extensive management and industry experience.
Harlam is qualified to serve on our Board of Directors because of her extensive business and marketing experience as well as her prior board experience. Carmen Bauza was appointed to our Board of Directors on March 1, 2023. Ms. Bauza currently serves on the Board of Directors of Zumiez, Inc. (NASDAQ: ZUMZ) and Destination XL Group, Inc. (NASDAQ: DXLG). Ms.
Harlam is qualified to serve on our Board of Directors because of her extensive business and marketing experience as well as her prior board experience. Carmen Bauza was appointed to our Board of Directors on March 1, 2023. Ms. Bauza currently serves on the Board of Directors of Zumiez, Inc. (NASDAQ: ZUMZ) and Destination XL Group, Inc. (NASDAQ: DXLG).
Within the Investor Relations section of our website, the following documents are available free of charge: the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports that are filed with or furnished to the Securities and Exchange Commission (“SEC”) pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Within the Investor Relations section of our website, the following documents are available free of charge: the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports that are filed with or furnished to the Securities and Exchange Commission (“SEC”) pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Environmental and occupational health and safety laws and regulations generally impose requirements for the use, storage, management, handling, transport and disposal of these materials, and restrict the level of pollutants emitted into the environment, including into ambient air, discharges to surface water, and disposals or other releases to surface and below-ground soils and ground water.
Environmental and occupational health and safety laws and regulations generally impose requirements for the use, storage, management, handling, transport and disposal of these materials, and restrict the level of pollutants emitted into the environment, including into ambient air, discharges to surface water, and disposal or other releases to surface and below-ground soils and ground water.
From 2010 to 2015, Mr. Ezzell served as Chief Accounting Officer of Masonite International Corporation (NYSE: DOOR), and from 1998 to 2010, he served as the Controller and as the Chief Accounting Officer at MarineMax. Prior to joining MarineMax, Mr. Ezzell began his career as an auditor for Arthur Andersen. Mr.
Ezzell served as Chief Accounting Officer of Masonite International Corporation (NYSE: DOOR), and from 1998 to 2010, he served as the Controller and as the Chief Accounting Officer at MarineMax. Prior to joining MarineMax, Mr. Ezzell began his career as an auditor for Arthur Andersen. Mr.
Lamkin has served on our Board of Directors since the closing of our IPO and served on the Board of Managers and on the Compensation Committee of OneWater LLC (including its predecessor entity, Singleton Marine) from 2012 until the Reorganization. Mr.
Lamkin has served on our Board of Directors since the closing of our IPO and served on the Board of Managers and on the Compensation Committee of OneWater LLC (including its predecessor entity, Singleton Marine) from 2012 until the IPO. Mr.
We continue to launch tools for our internally developed customer relationship management system, our websites and online sales portals, which we expect to be further enhanced by our continued investments in digital initiatives. We provide customers a diverse offering of boat brands, which span across a multitude of sizes, uses and activities, including leisure, fishing, watersports, luxury and vacation.
We continue to launch tools for our customer relationship management system, our websites and online sales portals, which we expect to be further enhanced by our continued investments in digital initiatives. We provide customers a diverse offering of boat brands, which span across a multitude of sizes, uses and activities, including leisure, fishing, watersports, luxury and vacation.
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. We offer a wide array of new boats at various price points through relationships with over 35 manufacturers covering more than 50 brands.
In fiscal year 2025, we sold over 9,500 new and pre-owned boats, many of which were sold to customers who had a trade-in or with whom we otherwise had established relationships. We offer a wide array of new boats at various price points through relationships with over 35 manufacturers covering more than 50 brands.
We offer a variety of some of the most innovative, luxurious, and premium pontoon models to fit boaters’ needs, from brands such as Bennington and Barletta. Our runabouts, such as Cobalt, Regal, Chris-Craft and Yamaha, target the family recreational boating markets and come in a variety of configurations to suit each customer’s particular recreational boating style.
We offer a variety of some of the most innovative, luxurious, and premium pontoon models to fit boaters’ needs, from brands such as Bennington and Barletta. Our runabouts, such as Cobalt, Regal and Yamaha, target the family recreational boating markets and come in a variety of configurations to suit each customer’s particular recreational boating style.
After the significant growth in 2020 and 2021, pre-owned traditional powerboat sales have normalized following the COVID-19 pandemic but still remain well in excess of the pre-pandemic level of $9.2 billion in 2019. With the exception of 2020 - 2022, pre-owned traditional powerboat sales have remained relatively consistent seen since 2006 and through economic cycles.
After the significant growth in 2020 and 2021, pre-owned traditional powerboat sales have normalized following the COVID-19 pandemic but still remain in excess of the pre-pandemic level of $9.2 billion in 2019. With the exception of 2020 - 2022, pre-owned traditional powerboat sales have remained relatively consistent since 2006 and through economic cycles.
Each of our dealerships offer our customers the opportunity to evaluate a variety of new and pre-owned boats in an environment that is convenient, comfortable and professional. Our dealerships provide a full-service purchasing process, which includes attractive finance & insurance packages and extended third-party service agreements.
Each of our dealerships offers our customers the opportunity to evaluate a variety of new and pre-owned boats in an environment that is convenient, comfortable and professional. Our dealerships provide a full-service purchasing process, which includes attractive finance & insurance packages and extended third-party service agreements.
Specifically, from 2003 to 2008, he served as Vice President, and from 2000 to 2008, he served as a Regional President, overseeing MarineMax’s operations in Georgia, North and South Carolina, Texas and California. Prior to serving as Regional President, Mr. Aisquith held a variety of management and sales positions at MarineMax. Before joining MarineMax in June of 1985, Mr.
Specifically, from 2003 to 2008, he served as Vice President, and from 2000 to 2008, he served as a Regional President, overseeing MarineMax’s operations in Georgia, North and South Carolina, Texas and California. Prior to serving as Regional President, Mr. Aisquith held a variety of management and sales positions at MarineMax. Before joining MarineMax in June of 1995, Mr.
While Florida is the leading state for new boating sales and registrations due to its abundance of both fresh water and salt water, boating is very popular throughout the United States with Texas, Michigan, North Carolina and Minnesota representing the rest of the top five states for new marine retail expenditures.
While Florida is the leading state for new boating sales and registrations due to its abundance of both fresh water and salt water, boating is very popular throughout the United States with Texas, Michigan, North Carolina, and New York representing the rest of the top five states for new marine retail expenditures.
References to the Company’s website in this Form 10-K are provided as a convenience and do not constitute, and should not be deemed, an incorporation by reference of the information contained on, or available through, the website, and such information should not be considered part of this Form 10-K.
References to the Company’s website in this Annual Report on Form 10-K are provided as a convenience and do not constitute, and should not be deemed, an incorporation by reference of the information contained on, or available through, the website, and such information should not be considered part of this Annual Report on Form 10-K.
Revenue from motors, trailers, PWC, wholesale and other sales comprised 5% of our new boat revenue for fiscal year 2024. The motors and trailers we offer range in size, horsepower, length and style dependent upon the type of boat our customers may own.
Revenue from motors, trailers, PWC, wholesale and other sales comprised 5% of our new boat revenue for fiscal year 2025. The motors and trailers we offer range in size, horsepower, length and style dependent upon the type of boat our customers may own.
The acquisitions of T-H Marine and PartsVu expanded our sale of marine related parts and accessories, including general boat accessories, electronics (GPS, radar, sonar, etc.), original equipment manufacturer (“OEM”) marine parts, boat performance items, access hatches, deck plates, deck hardware, live well aeration, plumbing fittings, battery trays, fishing rod holders, boat lights, rigging accessories, trolling motor accessories, and safety equipment.
The acquisitions of T-H Marine and PartsVu expanded our sale of marine related parts and accessories, including general boat accessories, electronics (GPS, radar, sonar, etc.), original equipment manufacturer (“OEM”) marine parts, boat performance items, access hatches, jack plates, deck plates, deck hardware, live well aeration, bilge pumps, plumbing fittings, battery trays, fishing rod holders, boat lights, rigging accessories, trolling motor accessories, and safety equipment.
Some environmental laws, such as CERCLA and similar state statutes, impose strict joint and several liability for the entire cost of investigation or remediation of a contaminated property and for any related damages to natural resources, upon current or former site owners or operators, as well as persons who arranged for the transportation, treatment or disposal of hazardous substances.
Some environmental laws, such as CERCLA and similar state statutes, impose strict joint and several liability for the entire cost of investigation and remediation of a contaminated property and for any related damages to natural resources, upon current or former site 10 Table of Contents owners or operators, as well as persons who arranged for the transportation, treatment or disposal of hazardous substances.
We routinely evaluate our sales performance and consumer demand to ensure that the economic relationship we have in place with our manufacturers and suppliers optimizes our profitability. 3 Table of Contents 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.
We routinely evaluate our sales performance and consumer demand to ensure that the economic relationship we have in place with our manufacturers and suppliers optimizes our profitability. 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.
Our highly-trained professional sales teams recognize the importance of building relationships with customers, assisting them in selecting the boat that best fits their needs and making the entire sales process enjoyable, all of which are critical to our successful sales efforts. The overall focus of our training program is to provide exemplary customer service.
Our highly-trained professional sales teams recognize the importance of building relationships with customers, assisting them in selecting the boat that 7 Table of Contents best fits their needs and making the entire sales process enjoyable, all of which are critical to our successful sales efforts. The overall focus of our training program is to provide exemplary customer service.
For the years ended September 30, 2024, 2023 and 2022 , interest on new boats and for rental units was calculated using the Adjusted 30-Day Average SOFR (as defined in the Inventory Financing Facility section below) .
For the years ended September 30, 2025, 2024 and 2023 , interest on new boats and for rental units was calculated using the Adjusted 30-Day Average SOFR (as defined in the Inventory Financing Facility section below) .
Roy was the Chief Financial Officer for AAA Cooper Transportation (“ACT”) from 2004 to 2019, a multi-regional logistics company. Mr. Roy simultaneously served as a member of the ACT Board of Directors. Prior to that, he was the Executive Vice-President and Chief Financial Officer of Movie Gallery, Inc., a Nasdaq-listed video specialty retailer. Mr.
Roy was the Chief Financial Officer for AAA Cooper Transportation (“ACT”) from 2004 to 2019, a multi-regional logistics company. Mr. Roy simultaneously served as a member of the ACT Board of Directors. Prior to that, he was the Executive Vice-President and Chief Financial Officer of Movie Gallery, 14 Table of Contents Inc., a Nasdaq-listed video specialty retailer. Mr.
Generally, we receive a fee for arranging these extended service contracts and most of the required services under the contracts are provided by us and paid for by the third-party contract holder. 6 Table of Contents We also assist our customers with obtaining property and casualty insurance. Property and casualty insurance covers loss or damage to their boat.
Generally, we receive a fee for arranging these extended service contracts and most of the required services under the contracts are provided by us and paid for by the third-party contract holder. We also assist our customers with obtaining property and casualty insurance. Property and casualty insurance covers loss or damage to their boat.
We continue to strategically evaluate potential acquisitions and as a result of our reputation in the marketplace, we expect our pipeline of potential acquisitions to remain strong. Industry Trends and Market Opportunity U.S. Recreational Boating Industry Recreational boating is a well-established American pastime that attracts millions of people each year to the water.
We continue to strategically evaluate potential acquisitions and as a result of our reputation in the marketplace, we expect our pipeline of potential acquisitions to remain strong. 4 Table of Contents Industry Trends and Market Opportunity U.S. Recreational Boating Industry Recreational boating is a well-established American pastime that attracts millions of people each year to the water.
Bodine is currently Chairman and Director of ContinuumRX Services, Inc. Mr. Bodine is also a Venture Partner at NewSpring Capital and a Director of Russell Medical Center Foundation. Prior to these positions, he was a director at Allergan plc (NYSE: AGN), Fred’s, Inc. (NASDAQ: FRED) and Nash-Finch Company . Mr.
Bodine is currently Chairman and Director of Continuum RX Services, Inc. Mr. Bodine is also a Venture Partner at NewSpring Capital and a Director of Russell Medical Center Foundation. Prior to these positions, he was a director at Allergan Plc (NYSE: AGN), Fred’s, Inc. (NASDAQ: FRED) and Nash-Finch Company. Mr.
Troiano has served on our Board of Directors since the closing of our IPO and served on the Board of Managers and as Chairman of the Compensation Committee of OneWater LLC from October 2016 until the Reorganization. Mr. Troiano is the Managing Partner and CEO of The Beekman Group, which he co-founded in 2004. Mr.
Troiano has served on our Board of Directors since the closing of our IPO and served on the Board of Managers and as Chairman of the Compensation Committee of OneWater LLC from October 2016 until the IPO. Mr. Troiano is the Managing Partner and CEO of The Beekman Group (collectively “Beekman”), which he co-founded in 2004. Mr.
Ocean Bio-Chem also manufactures, markets and distributes chlorine dioxide-based deodorizing disinfectant, and sanitizing products under the Star brite® and Performacide® brand names, utilizing a patented delivery system for use with products containing chlorine dioxide. 7 Table of Contents This segment has advanced our strategic growth and diversification strategies and has expanded our addressable market in the parts and accessories business.
Ocean Bio-Chem also manufactures, markets and distributes chlorine dioxide-based deodorizing disinfectant, and sanitizing products under the Star brite® and Performacide® brand names, utilizing a patented delivery system for use with products containing chlorine dioxide. This segment has advanced our strategic growth and diversification strategies and has expanded our addressable market in the parts and accessories business.
We are not bound by contractual agreements governing the amount of inventory that we must purchase in any year from any manufacturer; however, the failure to purchase at agreed upon levels may result in the loss of certain manufacturer incentives or dealership rights.
We are not 8 Table of Contents bound by contractual agreements governing the amount of inventory that we must purchase in any year from any manufacturer; however, the failure to purchase at agreed upon levels may result in the loss of certain manufacturer incentives or dealership rights.
We believe our status as a consolidator of choice is based on the expertise we have developed through completing 34 acquisitions (81 dealerships, 12 distribution centers/warehouses acquired) since the combination of Singleton Marine and Legendary Marine in 2014, our growing cash flow and financial profile, and our footprint of retailers within prime markets.
We believe our status as a consolidator of choice is based on the expertise we have developed through completing 35 acquisitions (83 dealerships, 12 distribution centers/warehouses acquired) since the combination of Singleton Marine and Legendary Marine in 2014, our growing cash flow and financial profile, and our footprint of retailers within prime markets.
Singleton served on the Board of Managers of OneWater LLC since its formation in 2006 until the Reorganization. Mr. Singleton first joined Singleton Marine in 1988, shortly after his family founded Singleton Marine in 1987. Prior to his role as the Chief Executive Officer of OneWater LLC, Mr.
Mr. Singleton served on the Board of Managers of OneWater LLC since its formation in 2006 until the Reorganization. Mr. Singleton first joined Singleton Marine in 1988, shortly after his family founded Singleton Marine in 1987. Prior to his role as the Executive Chairman of the Board, Mr.
Each dealership generally includes an indoor showroom and an outside display area for our new and pre-owned boat inventories, along with a business office to facilitate finance & insurance products and repair and maintenance services facilities. We also have 10 locations spanning 5 states in our Distribution segment.
Each dealership generally includes an indoor showroom and an outside display area for our new and pre-owned boat inventories, along with a business office to facilitate finance & insurance products and repair and maintenance services facilities. We also have 9 locations spanning 4 states in our Distribution segment.
We believe that the product lines and brands we offer are among the highest quality within their respective market categories, with well-established brand recognition and reputations for quality, performance, styling and innovation. Fishing Boats . Revenue from fishing boats comprised 38% of our new boat revenue for fiscal year 2024.
We believe that the product lines and brands we offer are among the highest quality within their respective market categories, with well-established brand recognition and reputations for quality, performance, styling and innovation. Fishing Boats . Revenue from fishing boats comprised 37% of our new boat revenue for fiscal year 2025.
We believe we are currently a top-three customer for 25 of our brands and the single largest customer for each of our top five highest-selling brands. While we believe our order volume amounts to between 10% to 40% of total sales for those top five brands, no single brand accounts for more than 8% of our total sales volume.
We believe we are currently a top-three customer for 24 of our brands and the single largest customer for each of our top five highest-selling brands. While we believe our order volume amounts to between 10% to 40% of total sales for those top five brands, no single brand accounts for more than 7% of our total sales volume.
As of September 30, 2024, the Distribution segment includes the activity of three of our fully-owned businesses, Central Assets & Operations, LLC d/b/a PartsVu ("PartsVu"), Ocean Bio-Chem and its subsidiaries and T-H Marine and its subsidiaries, which together operate 10 distribution centers/warehouses in Alabama, Florida, Oklahoma, Indiana and Tennessee and represents approximately 9% of revenues.
As of September 30, 2025, the Distribution segment includes the activity of three of our fully-owned businesses, Central Assets & Operations, LLC d/b/a PartsVu ("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 approximately 8% of revenues.
We believe we are currently a top-three customer for 25 of our brands and the single largest customer for each of our top five highest-selling brands. While we believe our order volume amounts to between 10% to 40% of total sales for those top five brands, no single brand accounts for more than 8% of our total sales volume.
We believe we are currently a top-three customer for 24 of our brands and the single largest customer for each of our top five highest-selling brands. While we believe our order volume amounts to between 10% to 40% of total sales for those top five brands, no single brand accounts for more than 7% of our total sales volume.
Non-boat sales include aftermarket accessories ( 21% of total 2023 boating retail sales) and finance & insurance products and ancillary services, such as insurance, maintenance and fuel ( 21% of total 2023 boating retail sales). The strategic acquisitions we made in our Distribution segment have increased our presence in the significant aftermarket accessories market.
Non-boat sales include aftermarket accessories ( 22% of total 2024 boating retail sales) and finance & insurance products and ancillary services, such as insurance, maintenance and fuel ( 22% of total 2024 boating retail sales). The strategic acquisitions we made in our Distribution segment have increased our presence in the significant aftermarket accessories market.
The fishing boats we offer typically feature livewells, in-deck fishboxes, rodholders, rigging stations, cockpit coaming pads and fresh and saltwater washdowns. Pontoon Boats and Runabouts . Revenue from pontoon boats and runabouts comprised 29% of our new boat revenue for fiscal year 2024.
The fishing boats we offer typically feature livewells, in-deck fishboxes, rodholders, rigging stations, cockpit coaming pads and fresh and saltwater washdowns. Pontoon Boats and Runabouts . Revenue from pontoon boats and runabouts comprised 28% of our new boat revenue for fiscal year 2025.
Roy is qualified to serve on our Board of Directors because of his public company experience, as well as his financial and leadership background. 15 Table of Contents Jeffrey B.
Roy is qualified to serve on our Board of Directors because of his public company experience, as well as his financial and leadership background. Jeffrey B.
Before joining BJ’s Wholesale Club, she served as Chief Marketing Officer at Swipely, now called Upserve, from August 2011 to July 2012 and prior to that, she served as SVP, Marketing at CVS Health Corp (formerly CVS Caremark Corporation) (NYSE: CVS) from 2000 to August 2011.
Before joining BJ’s Wholesale Club, she served as Chief Marketing Officer at Swipely, now called Upserve, from August 2011 to July 2012 and prior to that, she served as SVP, Marketing at CVS Health (NYSE: CVS) from 2000 to August 2011.
Additionally, our top brand only accounts for approximately 12% of new boat sales. However, sales of new boats from the top ten brands represent approximately 41.7% of our total sales volume for fiscal year 2024. As part of our business, we enter into renewable annual dealer agreements with boat manufacturers.
Additionally, our top brand only accounts for approximately 11% of new boat sales. However, sales of new boats from the top ten brands represent approximately 41% of our total sales volume for fiscal year 2025. As part of our business, we enter into renewable annual dealer agreements with boat manufacturers.
In 2023, $57.7 billion was spent on retail boating sales, which has contributed to annual growth of 6% percent since 2012. Consumer marine spending includes purchases of new and pre-owned boats; marine products such as engines, trailers, equipment, and accessories; and related expenditures, such as fuel, insurance, docking, storage, and repairs.
In 2024, $55.6 billion was spent on retail boating sales, which has contributed to annual growth of 5% percent since 2012. Consumer marine spending includes purchases of new and pre-owned boats; marine products such as engines, trailers, equipment, and accessories; and related expenditures, such as fuel, insurance, docking, storage, and repairs.
Our inventory turnover ratio, which is calculated as cost of goods sold for the period divided by the average inventory over the same period, was 2.2x and 2.9x for fiscal years 2024 and 2023, respectively.
Our inventory turnover ratio, which is calculated as cost of goods sold for the period divided by the average inventory over the same period, was 2.6x and 2.2x for fiscal years 2025 and 2024, respectively.
Since the combination in 2014, we have acquired a total of 81 additional dealerships, 12 distribution centers/warehouses and multiple online marketplaces through 34 acquisitions. Our current portfolio as of September 30, 2024 consists of multiple brands which are recognized on a local, regional or national basis.
Since the combination in 2014, we have acquired a total of 83 additional dealerships, 12 distribution centers/warehouses and multiple online marketplaces through 35 acquisitions. Our current portfolio as of September 30, 2025, consists of multiple brands which are recognized on a local, regional or national basis.
Over the three-year period ended September 30, 2024, the average revenue for the quarters ended December 31, March 31, June 30 and September 30 represented approximately 20%, 27%, 31%, and 22%, respectively, of our average annual revenues.
Over the three-year period ended September 30, 2025, the average revenue for the quarters ended December 31, March 31, June 30 and September 30 represented approximately 20%, 27%, 30%, and 23%, respectively, of our average annual revenues.
He also serves on the board of Printpack, Inc a private manufacturer of packaging materials for consumer products and other industries. Mr. Schraudenbach also serves on the University of Georgia Foundation Board as well as various other civic organizations. Mr. Schraudenbach received both a Bachelor and Masters of Accounting from the University of Georgia. He was a Certified Public Accountant.
Schraudenbach serves on the Board of Directors of Printpack, Inc., a private manufacturer of packaging materials for consumer products and other industries. Mr. Schraudenbach also serves on the University of Georgia Foundation Board as well as various other civic organizations. Mr. Schraudenbach received both a Bachelor and Masters of Accounting from the University of Georgia.
Revenue from yachts comprised 24% of our new boat revenue for fiscal year 2024. The yachts we offer range from traditional models to advanced models, from brands such as Absolute, Riviera, Tiara and Sunseeker.
Revenue from yachts comprised 27% of our new boat revenue for fiscal year 2025. The yachts we offer range from traditional models to advanced models, from brands such as Absolute, Riviera, Tiara, HCB and Sunseeker.
New boat sales and pre-owned boat sales constituted 38% and 20% of 2023 boating retail sales, respectively, based on industry data from the National Marine Manufacturers Association (“NMMA”). The NMMA estimates that approximately 940,000 pre-owned boats were sold in 2023.
New boat sales and pre-owned boat sales constituted 38% and 18% of 2024 boating retail sales, respectively, based on industry data from the National Marine Manufacturers Association (“NMMA”). The NMMA estimates that approximately 859,000 pre-owned boats were sold in 2024.
Boat sales volumes are correlated with consumer confidence and the availability of consumer credit. Innovation, including updated boat configurations, hull designs, wake gates and other electronics, contribute to shorter boat upgrade cycles which typically results in higher unit sales volume. Pre-owned traditional powerboat sales were approximately $10.3 billion in 2023, which represents a decrease of 15.3% compared to 2022.
Boat sales volumes are correlated with consumer confidence and the availability of consumer credit. Innovation, including updated boat configurations, hull designs, wake gates and other electronics, contribute to shorter boat upgrade cycles which typically results in higher unit sales volume. Pre-owned traditional powerboat sales were approximately $9.7 billion in 2024, which represents a decrease of 5.6% compared to 2023.
Overview We believe that we are one of the largest and fastest-growing marine retailers in the United States with 96 dealership locations, 10 distribution centers/warehouses and multiple online marketplaces as of September 30, 2024.
Overview We believe that we are one of the largest and fastest-growing marine retailers in the United States with 95 dealership locations, 9 distribution centers/warehouses and multiple online marketplaces as of September 30, 2025.
We also rely on a number of trade names with respect to the regional dealer groups that we have acquired, which we do not re-brand under our “OneWater” mark. We view our trademarks as significant assets because they provide product recognition.
We also rely on a number of trade names with respect to the regional dealer groups that we have acquired, which we do not re-brand under our “OneWater” mark, and most of these regional brand names are also trademarked. We view our trademarks as significant assets because 11 Table of Contents they provide product recognition.
For additional information relating to environmental protection, including releases, discharges and emissions into the environment, as well as worker health and safety requirements, please see “Risk Factors— Risks Related to Environmental and Geographic Factors—Climatic events may adversely impact our operations, disrupt the business of our third party vendors on whom we rely upon for products and services, and may not be adequately covered by our insurance,” “—Environmental and other regulatory issues impact our operations from time to time” and “Our operations are subject to risks arising out of the threat of climate change, which could result in increased operating costs and reduced demand for the products that we and the retail recreational boat industry provide.” Historically, our environmental compliance costs have not had a material adverse effect on our business, financial condition or results of operations; however, there can be no assurance that such costs will not be material in the future or that such future compliance will not have a material adverse effect on our business, financial condition or results of operations. 11 Table of Contents Product Liability Our sale and servicing of boats and other watercraft as well as the sale of parts and accessories which we manufacture may expose us to potential liabilities for personal injury or property damage claims relating to the use of such products.
For additional information relating to environmental protection, including releases, discharges and emissions into the environment, as well as worker health and safety requirements, please see “Risk Factors— Risks Related to Environmental and Geographic Factors—Climatic events may adversely impact our operations, disrupt the business of our third party vendors on whom we rely upon for products and services, and may not be adequately covered by our insurance,” “—Environmental and other regulatory issues impact our operations from time to time” and “Our operations are subject to risks arising out of the threat of climate change, which could result in increased operating costs and reduced demand for the products that we and the retail recreational boat industry provide.” Historically, our environmental compliance costs have not had a material adverse effect on our business, financial condition or results of operations; however, there can be no assurance that such costs will not be material in the future or that such future compliance will not have a material adverse effect on our business, financial condition or results of operations.
Human Capital Resources As of September 30, 2024, we had 2,203 employees, 1,965 of whom were in location-level operations and 238 of whom were in corporate administration and management. We are not a party to any collective bargaining agreements. We consider our relations with our employees to be excellent.
Human Capital Resources As of September 30, 2025, we had 2,231 employees, 1,973 of whom were in location-level operations and 258 of whom were in corporate administration and management. We are not a party to any collective bargaining agreements. We consider our relations with our employees to be excellent.
Additionally, the acquisitions of T-H Marine Supplies, LLC (“T-H Marine”) and Ocean Bio-Chem, Inc. (now Ocean Bio-Chem, LLC) ("Ocean Bio-Chem") have significantly expanded our sales of marine-related parts and accessories.
Additionally, 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-related 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 group 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.
The combination of our significant scale, diverse inventory, access to premium boat brands, access to a broad array of parts and accessories, and meaningful group 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.
With a variety of designs and options, the pontoon boats and runabouts we offer appeal to a broad audience of boat enthusiasts and existing customers. Wake/Ski Boats . Revenue from wake/ski boats comprised 4% of our new boat revenue for fiscal year 2024.
With a variety of designs and options, the pontoon boats and runabouts we offer appeal to a broad audience of boat enthusiasts and existing customers. 5 Table of Contents Wake/Ski Boats . Revenue from wake/ski boats comprised 3% of our new boat revenue for fiscal year 2025.
The acquisitions of T-H Marine and Ocean Bio-Chem have significantly expanded our sales of marine parts and accessories. Our strategic growth in this area is also expected to materially expand our addressable market in the parts and accessories business.
The acquisitions of T-H Marine and Ocean Bio-Chem significantly expanded our sales of marine parts and accessories. Our strategic growth in this area has also materially expanded our addressable market in the parts and accessories business.
Locations In our Dealership segment, we offer new and pre-owned recreational boats and other related marine products and boat services through 96 dealerships in 16 states as of September 30, 2024.
Locations In our Dealership segment, we offer new and pre-owned recreational boats and other related marine products and boat services through 95 dealerships in 17 states as of September 30, 2025.
Our Board of Directors believes Mr. Schraudenbach is qualified to serve on our Board of Directors because of his substantial financial and business expertise. Bari A. Harlam was appointed to our Board of Directors on May 12, 2020. Ms. Harlam is a business leader, marketer, educator and author. From April 2018 to March 2020, Ms.
He was a Certified Public Accountant. Our Board of Directors believes Mr. Schraudenbach is qualified to serve on our Board of Directors because of his substantial financial and business expertise. Bari A. Harlam was appointed to our Board of Directors on May 12, 2020. Ms. Harlam is a business leader, marketer, educator and author.
Fee income generated from finance & insurance products accounted for approximately $51.5 million or 2.9% of our revenue during fiscal year 2024.
Fee income generated from finance & insurance products accounted for approximately $55.0 million or 2.9% of our revenue during fiscal year 2025.
Environmental Protection Agency (“EPA”) and the U.S. Occupational Safety and Health Administration (“OSHA”).
Environmental Protection Agency (“EPA”) and the U.S. Occupational 9 Table of Contents Safety and Health Administration (“OSHA”).
Harlam served as Chief Marketing Officer North America at Hudson’s Bay Company (TSX: HBC). She has also served on the Board of Directors of Eastern Bankshares, Inc. (NASDAQ: EBC) since February 2014, of Aterian, Inc. (NASDAQ: ATER) since February 2020, of Rite Aid Corporation (NYSE: RAD) since September 2020, and of Champion Petfoods, LP since March 2020.
From April 2018 to March 2020, Ms. Harlam served as Chief Marketing Officer North America at Hudson’s Bay Company (TSX: HBC). She has also served on the Board of Directors of Eastern Bankshares, Inc. (NASDAQ: EBC) since February 2014, of Aterian, Inc. (NASDAQ: ATER) since February 2020, and of Champion Petfoods, LP from March 2020 to March 2023. Ms.
As of September 30, 2024, the Dealerships segment includes operations of 96 dealerships in 16 states including Florida, Texas, Alabama and Georgia, among others, and represents approximately 91% of revenues for the year ended September 30, 2024.
As of September 30, 2025, the Dealerships segment includes operations of 95 dealerships in 17 states including Florida, Texas, Alabama and Georgia, among others, and represents approximately 92% of revenues for the year ended September 30, 2025.
Service, Parts & Other Service, parts & other accounted for approximately $290.7 million or 16.4% of our revenue during fiscal year 2024 and is comprised of revenues generated from our Dealerships and Distribution reporting segments. Dealerships We provide repair and maintenance services at most of our dealerships.
Service, Parts & Other Service, parts & other accounted for approximately $295.3 million or 15.8% of our revenue during fiscal year 2025 and is comprised of revenues generated from our Dealerships and Distribution reporting segments. Dealerships We provide repair and maintenance services at most of our dealerships.
We also display a select number of boats and yachts through consignment agreements, including with related parties. We offer a wide array of new boats at various price points through relationships with over 35 manufacturers covering more than 50 brands.
We exchange new boats with other dealers to maintain flexibility, meet customer demand and balance inventory. We also display a select number of boats and yachts through consignment agreements, including with related parties. We offer a wide array of new boats at various price points through relationships with over 35 manufacturers covering more than 50 brands.
Ezzell is a Certified Public Accountant and obtained his Bachelor of Science in Accounting from Western Carolina University. 14 Table of Contents Non-Employee Directors John F. Schraudenbach has served on our Board of Directors since the closing of our IPO and has served as Chairman of the Board of Directors since 2023. Mr.
Ezzell is a Certified Public Accountant and obtained his Bachelor of Science in Accounting from Western Carolina University. Non-Employee Directors John F. Schraudenbach has served on our Board of Directors since the closing of our IPO and has served as Lead Independent Director since August 2025.
For additional information relating to the terms of our Inventory Financing Facility, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Debt Agreements—Inventory Financing Facility.” Customers We are not dependent on any one customer or group of customers, and no individual customer, or together with its affiliates, contributed on an aggregate basis 10% or more to our revenues. 9 Table of Contents Seasonality Our business, along with the entire retail marine industry, is highly seasonal, and such seasonality varies by geographic market.
For additional information relating to the terms of our Inventory Financing Facility, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Debt Agreements—Inventory Financing Facility.” Customers We are not dependent on any one customer or group of customers, and no individual customer, or together with its affiliates, contributed on an aggregate basis 10% or more to our revenues.
New powerboat sales have driven market growth and reached $15.8 billion in 2023, resulting in an 11% average annual growth rate since 2012. Of the approximately 959,000 powerboats sold in the United States in 2023, 82% of total units sold (approximately 783,000 ) were pre-owned.
New powerboat sales have driven market growth and reached $15.5 billion in 2024, resulting in an 10% average annual growth rate since 2012. Of the approximately 895,000 powerboats sold in the United States in 2024, 81% of total units sold (approximately 728,000 ) were pre-owned.
Anthony Aisquith has served as our President and Chief Operating Officer since April 2019, as a Director since May 2020, and as the President and Chief Operating Officer of OneWater LLC (including its predecessor entity, Singleton Marine) since 2008. Mr. Aisquith served on the Board of Managers of OneWater LLC from 2014 until the Reorganization. Mr.
Mr Aisquith has served as the Chief Executive Officer of OneWater LLC (including its predecessor entity, Singleton Marine) since August 2025 and as the President and Chief Operating Officer from 2008 until August 2025. Mr. Aisquith served on the Board of Managers of OneWater LLC from 2014 until the Reorganization. Mr.
Non-boat sales were approximately 19.3% of revenue and 40.0% of gross profit in fiscal year 2024, 19.5% of revenue and 35.6% of gross profit in fiscal year 2023 and 17.8% of revenue and 30.1% of gross profit in fiscal year 2022.
Non-boat sales were approximately 18.7% of revenue and 41.7% of gross profit in fiscal year 2025, 19.3% of revenue and 40.0% of gross profit in fiscal year 2024 and 19.5% of revenue and 35.6% of gross profit in fiscal year 2023.
OneWater LLC holds all of the equity interest in One Water Assets & Operations (“OWAO”), which owns all of our operating assets. The remainder of the OneWater LLC Units are held by certain Legacy Owners (the “OneWater Unit Holders”).
OneWater LLC holds all of the equity interest in One Water Assets & Operations (“OWAO”), which owns all of our operating assets. The remainder of the OneWater LLC Units not held by OneWater Inc.
Except as otherwise indicated or required by the context, all references in this Form 10-K to the “Company,” “OneWater,” “we,” “us” or “our” relate to (i) for periods after the Reorganization, OneWater Inc. and its consolidated subsidiaries, and (ii) for periods on or prior to the Reorganization, to OneWater LLC, our accounting predecessor, and its consolidated subsidiaries.
Except as otherwise indicated or required by the context, all references in this Annual Report on Form 10-K to the “Company,” “OneWater,” “we,” “us” or “our” relate to OneWater Inc. and its consolidated subsidiaries.
During fiscal year 2024, new boat sales accounted for approximately $1,118.3 million or 63.1% of our consolidated revenue, and pre-owned boat sales accounted for approximately $312.2 million or 17.6% of our consolidated revenue. We offer new and pre-owned recreational boats in a broad range of product categories.
During fiscal year 2025, new boat sales accounted for approximately $1,158.2 million or 61.9% of our consolidated revenue, and pre-owned boat sales accounted for approximately $363.9 million or 19.4% of our consolidated revenue. We offer new and pre-owned recreational boats in a broad range of product categories.
As a result, we consolidate the financial results of OneWater LLC and its subsidiaries and report temporary equity related to the portion of OneWater LLC Units not owned by us, which will reduce net income (loss) attributable to the holders of our Class A common stock, par value $0.01 per share (“Class A common stock”).
As a result, we consolidate the financial results of OneWater LLC and its subsidiaries. Prior to the Final Redemption, we reported temporary equity related to the portion of OneWater LLC Units not owned by us, which reduced net income (loss) attributable to the holders of our Class A common stock.
Ezzell has over 25 years of accounting and finance experience, with over 20 years of experience in the boating industry specifically. Immediately prior to beginning his tenure as Chief Financial Officer of OneWater LLC, Mr. Ezzell was a General Manager at MarineMax (NYSE: HZO), where he oversaw all dealership operations at MarineMax’s Clearwater and St. Petersburg, Florida locations.
Immediately prior to beginning his tenure as Chief Financial Officer of OneWater LLC, Mr. Ezzell was a General Manager at MarineMax (NYSE: HZO), where he oversaw all dealership operations at MarineMax’s Clearwater and St. Petersburg, Florida locations. From 2010 to 2015, Mr.
Lamkin Director 55 John G. Troiano Director 54 Executive Officers P. Austin Singleton has served as our Chief Executive Officer and Director since April 2019, the Chief Executive Officer of OneWater LLC since its formation in 2014, and the Chief Executive Officer of Singleton Marine, which later merged with Legendary Marine to form OneWater LLC, since 2006. Mr.
Austin Singleton has served as our Executive Chairman of the Board since August 2025, as our Chief Executive Officer from April 2019 to August 2025, as a Director since April 2019, as the Chief Executive Officer of OneWater LLC from its formation in 2014 to August 2025, and the Chief Executive Officer of Singleton Marine, which later merged with Legendary Marine to form OneWater LLC, from 2006 to August 2025.
We design compensation packages for these employees by providing a competitive base salary and an incentive component where they can earn additional compensation based on the performance of their area of responsibility or individual sales.
We design compensation packages for these employees by providing a competitive base salary and an incentive component where they can earn additional compensation based on the performance of their area of responsibility or individual sales. As a result of our performance-based compensation philosophy, pay levels may vary significantly from year to year and among our various team members.
We offer products from a broad variety of manufacturers and brands without relying on any one manufacturer or brand in particular. No single brand accounted for more than 8% of our total sales volume in fiscal year 2024. We also sell pre-owned versions of the brands we offer and pre-owned boats of other brands we take as trade-ins or acquire.
No single brand accounted for more than 7% of our total sales volume in fiscal year 2025. We also sell pre-owned versions of the brands we offer and pre-owned boats of other brands we take as trade-ins or acquire.
We believe this will further advance our long-term growth opportunity, while broadening our customer base and geographic reach. 4 Table of Contents Acquisition Strategy : We believe there is a tremendous opportunity for us to expand in both existing and new markets, given that the industry is highly fragmented with most boat retailers owning three or fewer stores.
Acquisition Strategy : We believe there is a tremendous opportunity for us to expand in both existing and new markets, given that the industry is highly fragmented with most boat retailers owning three or fewer stores.
All revenue for the Distribution segment is reported in service, parts & other in our consolidated statements of operations. 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.
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.
Suppliers and Inventory Management We purchase substantially all of our new boat inventory directly from manufacturers. Manufacturers typically allocate new boats to dealerships or dealer groups based on the amount of boats sold by the dealership or dealer group and their market share. We exchange new boats with other dealers to maintain flexibility, meet customer demand and balance inventory.
We also sell to national and regional distributors that resell our products to specialized retail outlets. Suppliers and Inventory Management We purchase substantially all of our new boat inventory directly from manufacturers. Manufacturers typically allocate new boats to dealerships or dealer groups based on the amount of boats sold by the dealership or dealer group and their market share.

… 46 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

129 edited+34 added−44 removed262 unchanged
Biggest changeBefore making any investment decision, you should carefully consider the information in this Form 10-K, including the risks described below, the matters addressed under “Special Note Regarding Forward-Looking Statements,” our consolidated financial statements and the related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Some of these risks include: • General economic conditions and consumer spending patterns can have a material adverse effect on our business, financial condition and results of operations. • The availability and costs of borrowed funds can adversely affect our ability to obtain adequate boat inventory, the ability and willingness of our customers to finance boat purchases and our ability to fund future acquisitions. • Failure to implement strategies to enhance our performance could have a material adverse effect on our business and financial condition. • Our success depends, in part, on our ability to continue to make successful acquisitions at attractive or fair prices and to integrate the operations of acquired marine retailers and each marine retailer we acquire in the future. • We are required to obtain the consent of our manufacturers prior to the acquisition of other dealers. • Our failure to successfully order and manage our inventory to reflect consumer demand and to anticipate changing consumer preferences and buying trends, or the lack or excess of inventory in the industry, generally, could have a material adverse effect on our business, financial condition and results of operations. • OneWater Inc. is a holding company.
Biggest changeBefore making any investment decision, you should carefully consider the information in this Annual Report on Form 10-K, including the risks described below, the matters addressed under “Special Note Regarding Forward-Looking Statements,” our consolidated financial statements and the related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Some of these risks include: • General economic conditions and consumer spending patterns can have a material adverse effect on our business, financial condition and results of operations. • Severe weather events, including hurricanes, floods, and other natural disasters, can disrupt our operations, damage inventory or facilities, impact customer demand, and materially and adversely affect our business, financial condition, and results of operations. • Changes in geopolitical conditions—including fluctuations in tax laws, the imposition or increase of tariffs, trade restrictions, international supply chain disruptions, and other governmental policies—can increase our costs, limit product availability, and adversely affect consumer demand and our overall operating performance. • The availability and costs of borrowed funds can adversely affect our ability to obtain adequate boat inventory, the ability and willingness of our customers to finance boat purchases and our ability to fund future acquisitions. • Failure to implement strategies to enhance our performance could have a material adverse effect on our business and financial condition. • Our success depends, in part, on our ability to continue to make successful acquisitions at attractive or fair prices and to integrate the operations of acquired marine retailers and each marine retailer we acquire in the future. • We are required to obtain the consent of our manufacturers prior to the acquisition of other dealers. • Our failure to successfully order and manage our inventory to reflect consumer demand and to anticipate changing consumer preferences and buying trends, or the lack or excess of inventory in the industry, generally, could have a material adverse effect on our business, financial condition and results of operations. • OneWater Inc. is a holding company.
Moreover, we cannot guarantee that would be able to pass any such increased costs on to our customers, and such increased costs could deter customer interest and otherwise adversely affect boating sales.
Moreover, we cannot guarantee that we would be able to pass any such increased costs on to our customers, and such increased costs could deter customer interest and otherwise adversely affect boating sales.
Please see “—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.” Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders and our bylaws designate the federal district courts of the United States shall be the sole and exclusive forum for the resolution of causes of action arising under the Securities Act of 1933.
Please see “—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.” Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders and our bylaws designate the federal district courts of the United States shall be the sole and exclusive forum for the resolution of causes of action arising under the Securities Act of 1933 (the "Securities Act").
These provisions include: • providing that all vacancies, including newly created directorships, may, except as otherwise required by law or, if applicable, the rights of holders of a series of preferred stock, only be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; • permitting any action by stockholders to be taken only at an annual meeting or special meeting rather than by a written consent of the stockholders, subject to the rights of any series of preferred stock with respect to such rights; • permitting special meetings of our stockholders to be called only by our Chief Executive Officer, the chairman of our Board of Directors and our Board of Directors pursuant to a resolution adopted by the affirmative vote of a majority of the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships; 33 Table of Contents • subject to the rights of the holders of shares of any series of our preferred stock, requiring the affirmative vote of the holders of at least a majority in voting power of all then outstanding common stock entitled to vote generally in the election of directors, voting together as a single class, to remove any of all of the directors from office at any time; • prohibiting cumulative voting in the election of directors; • establishing advance notice provisions for stockholder proposals and nominations for elections to the Board of Directors to be acted upon at meetings of stockholders; and • providing that the Board of Directors is expressly authorized to adopt, or to alter or repeal our bylaws.
These provisions include: • providing that all vacancies, including newly created directorships, may, except as otherwise required by law or, if applicable, the rights of holders of a series of preferred stock, only be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; • permitting any action by stockholders to be taken only at an annual meeting or special meeting rather than by a written consent of the stockholders, subject to the rights of any series of preferred stock with respect to such rights; • permitting special meetings of our stockholders to be called only by our Chief Executive Officer, the chairman of our Board of Directors and our Board of Directors pursuant to a resolution adopted by the affirmative vote of a majority of the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships; 32 Table of Contents • subject to the rights of the holders of shares of any series of our preferred stock, requiring the affirmative vote of the holders of at least a majority in voting power of all then outstanding common stock entitled to vote generally in the election of directors, voting together as a single class, to remove any of all of the directors from office at any time; • prohibiting cumulative voting in the election of directors; • establishing advance notice provisions for stockholder proposals and nominations for elections to the Board of Directors to be acted upon at meetings of stockholders; and • providing that the Board of Directors is expressly authorized to adopt, or to alter or repeal our bylaws.
The following factors could affect our stock price: • quarterly variations in our financial and operating results; • the public reaction to our press releases, our other public announcements and our filings with the SEC; • strategic actions by our competitors or suppliers; • changes in revenue, Dealership same-store sales or earnings estimates, or changes in recommendations or withdrawal of research coverage, by equity research analysts; • acquisitions or integration of acquired marine retailers or other businesses; • the failure of our operating results to meet the expectations of equity research analysts and investors; • speculation in the press or investment community; • the failure of research analysts to continue to cover our Class A common stock; • sales of our Class A common stock by us or our stockholders, or the perception that such sales may occur; • changes in accounting principles, policies, guidance, interpretations or standards; • additions or departures of key management personnel; • actions by our stockholders; • general market conditions, including fluctuations in commodity prices; 32 Table of Contents • the publication of boating industry sales data or new boat registration data; • domestic and international economic, legal and regulatory factors unrelated to our performance; and • the realization of any risks described under this “Risk Factors” section.
The following factors could affect our stock price: • quarterly variations in our financial and operating results; • the public reaction to our press releases, our other public announcements and our filings with the SEC; • strategic actions by our competitors or suppliers; • changes in revenue, Dealership same-store sales or earnings estimates, or changes in recommendations or withdrawal of research coverage, by equity research analysts; • acquisitions or integration of acquired marine retailers or other businesses; • the failure of our operating results to meet the expectations of equity research analysts and investors; • speculation in the press or investment community; • the failure of research analysts to continue to cover our Class A common stock; • sales of our Class A common stock by us or our stockholders, or the perception that such sales may occur; • changes in accounting principles, policies, guidance, interpretations or standards; • additions or departures of key management personnel; • actions by our stockholders; • general market conditions, including fluctuations in commodity prices; 31 Table of Contents • the publication of boating industry sales data or new boat registration data; • domestic and international economic, legal and regulatory factors unrelated to our performance; and • the realization of any risks described under this “Risk Factors” section.
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.
With the exception of Florida, we generally realize lower sales and higher levels of inventories, and related floor plan borrowings, in the quarterly periods ending December 31 and March 31. Revenue generated from our dealerships in Florida serves to offset generally lower winter revenue in our other states and enables us to maintain a more consistent revenue stream.
Changes in federal and state tax laws, such as an imposition of luxury taxes on new boat purchases, increases in prevailing tax rates, and removal of certain interest deductions, may influence consumers’ decisions to purchase products we offer and could have a negative effect on our sales.
Additionally, changes in federal and state tax laws, such as an imposition of luxury taxes on new boat purchases, increases in prevailing tax rates, and removal of certain interest deductions, may influence consumers' decisions to purchase products we offer and could have a negative effect on our sales.
The economic, political and other risks we face resulting from these foreign purchases include the following: • compliance with U.S. and local laws and regulatory requirements as well as changes in those laws and requirements; • transportation delays or interruptions and other effects of less developed infrastructures; • limitations on imports and exports; • foreign exchange rate fluctuations; 25 Table of Contents • imposition of restrictions on currency conversion or the transfer of funds; • imposition of tariffs; • maintenance of quality standards; • unexpected changes in regulatory requirements; • differing labor regulations; • potentially adverse tax consequences; • possible employee turnover or labor unrest; • the burdens and costs of compliance with a variety of foreign laws; and • political or economic conflicts, instability or civil unrest.
The economic, political and other risks we face resulting from these foreign purchases include the following: • compliance with U.S. and local laws and regulatory requirements as well as changes in those laws and requirements; • transportation delays or interruptions and other effects of less developed infrastructures; 24 Table of Contents • limitations on imports and exports; • foreign exchange rate fluctuations; • imposition of restrictions on currency conversion or the transfer of funds; • imposition of tariffs; • maintenance of quality standards; • unexpected changes in regulatory requirements; • differing labor regulations; • potentially adverse tax consequences; • possible employee turnover or labor unrest; • the burdens and costs of compliance with a variety of foreign laws; and • political or economic conflicts, instability or civil unrest.
If OneWater Inc. experiences a change of control (as defined under the Tax Receivable Agreement, which includes certain mergers, asset sales and other forms of business combinations) or the Tax Receivable Agreement terminates early (at OneWater Inc.’s election or as a result of OneWater Inc.’s breach), OneWater Inc. would be required to make an immediate payment equal to the present value of the anticipated future payments to be made by it under the Tax Receivable Agreement (determined by applying a discount rate equal to the twelve-month SOFR published by CME Group Benchmark Administration Limited plus 171.513 basis points) and such early termination payment is expected to be substantial.
If OneWater Inc. experiences a change of control (as defined under the Tax Receivable Agreement, which includes certain mergers, asset sales and other forms of business combinations) or the Tax Receivable Agreement terminates early (at OneWater Inc.’s election or as a result of OneWater Inc.’s breach), OneWater Inc. would be required to make an immediate payment equal to the present value of the anticipated future payments to be made by it under the Tax Receivable Agreement (determined by applying a discount rate equal to the twelve-month SOFR published by CME Group Benchmark Administration Limited plus 71.513 basis points) and such early termination payment is expected to be substantial.
Any real or perceived failure by us or our third-party service providers to comply with any applicable federal, state or similar foreign law, rule, regulation, industry standard, policy, certification or order relating to data privacy and security, or any compromise of security that results in the theft, unauthorized access, acquisition, use, disclosure, or misappropriation of personal data or other customer data, could result in significant awards, fines, civil or criminal penalties or judgments, proceedings or litigation by governmental agencies or customers, including class action privacy litigation in certain jurisdictions and negative publicity and reputational harm, one or all of which could have an adverse effect on our reputation, business, financial condition and results of operations.
Any real or perceived failure by us or our third-party service providers to comply with any applicable federal, state or similar foreign law, rule, regulation, 37 Table of Contents industry standard, policy, certification or order relating to data privacy and security, or any compromise of security that results in the theft, unauthorized access, acquisition, use, disclosure, or misappropriation of personal data or other customer data, could result in significant awards, fines, civil or criminal penalties or judgments, proceedings or litigation by governmental agencies or customers, including class action privacy litigation in certain jurisdictions and negative publicity and reputational harm, one or all of which could have an adverse effect on our reputation, business, financial condition and results of operations.
Given the strict liability nature of environmental laws, we may be liable for the remediation of such past releases notwithstanding that our operations did not cause or contribute to the contamination.
Given the strict liability nature of certain environmental laws, we may be liable for the remediation of such past releases notwithstanding that our operations did not cause or contribute to the contamination.
Despite our efforts to protect sensitive, confidential or personal data or information, our or our third-party partners’ information technology systems may be vulnerable to security breaches, ransomware theft, cyber phishing attacks, cyber-attacks created through artificial intelligence, misplaced or lost data, programming errors, employee errors and/or malfeasance that could potentially lead to the compromising of sensitive, confidential or personal data or information, improper use of our systems, inability to use our systems, unauthorized access, use, disclosure, modification or destruction of information, and operational disruptions.
Despite our efforts to protect sensitive, confidential or personal data or information, our or our third-party partners’ information or operational technology systems may be vulnerable to security breaches, ransomware theft, cyber phishing attacks, cyber-attacks, including those created through artificial intelligence, misplaced or lost data, programming errors, employee errors and/or malfeasance that could potentially lead to the compromising of sensitive, confidential or personal data or information, improper use of our systems, inability to use our systems, unauthorized access, use, disclosure, modification or destruction of information, and operational disruptions.
Any unauthorized access to or material failure of our information technology systems, or systems used by our third-party suppliers or service providers, could result in negative consequences, including damage to our reputation or competitiveness, remediation or increased protection costs, or litigation or regulatory action, all of which could have a material and adverse effect on our business, financial condition, operations, or cash flows.
Any unauthorized access to or material failure of our information or operational technology systems, or systems used by our third-party suppliers or service providers, could result in negative consequences, including damage to our reputation or competitiveness, compliance, remediation or increased protection costs, or litigation or regulatory action, all of which could have a material and adverse effect on our business, financial condition, operations, or cash flows.
Such disruptions in our supply chain could damage our on-site inventory at our locations, result in remedial liability or administrative penalties, or cause serious limitations or delays in the operations of our locations. We maintain hurricane and casualty insurance, subject to deductibles, but such coverage may become signifciantly more expensive or impossible to procure in the future.
Such disruptions in our supply chain could damage our on-site inventory at our locations, result in remedial liability or administrative penalties, or cause serious limitations or delays in the operations of our locations. We maintain hurricane and casualty insurance, subject to deductibles, but such coverage may become significantly more expensive or impossible to procure in the future.
The failure to obtain sufficient financing on favorable terms and conditions could have a material adverse effect on our growth prospects and our business, financial condition and results of operations. For additional information relating to our credit arrangements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Debt Agreements” in this Form 10-K.
The failure to obtain sufficient financing on favorable terms and conditions could have a material adverse effect on our growth prospects and our business, financial condition and results of operations. For additional information relating to our credit arrangements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Debt Agreements” in this Annual Report on Form 10-K.
Please read “— 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.” 36 Table of Contents OneWater Inc. will not be reimbursed for any payments made under the Tax Receivable Agreement in the event that any tax benefits are subsequently disallowed.
Please read “— 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.” 35 Table of Contents OneWater Inc. will not be reimbursed for any payments made under the Tax Receivable Agreement in the event that any tax benefits are subsequently disallowed.
Furthermore, we could be criticized by various anti-ESG stakeholders for the scope of our climate or ESG related goals or policies, our strategic choices regarding ESG matters as they may impact our operations now or in the future, or for any revisions to the same, as well as initiatives we may pursue or any public statements we may make.
Furthermore, we could be criticized by various anti-sustainability stakeholders for the scope of our climate or sustainability related goals or policies, our strategic choices regarding sustainability matters as they may impact our operations now or in the future, or for any revisions to the same, as well as initiatives we may pursue or any public statements we may make.
For example, the Legacy Owners may have different tax positions from us, especially in light of the Tax Receivable Agreement, that could influence their decisions regarding whether and when to support the disposition of assets, the incurrence or refinancing of new or existing indebtedness, or the termination of the Tax Receivable Agreement and acceleration of our obligations thereunder.
For example, the Legacy Owners may have different interests from us, especially in light of the Tax Receivable Agreement, that could influence their decisions regarding whether and when to support the disposition of assets, the incurrence or refinancing of new or existing indebtedness, or the termination of the Tax Receivable Agreement and acceleration of our obligations thereunder.
If we are unable to maintain those leases or locate alternative sites for our locations in our target markets and on terms that are acceptable to us, our revenues and profitability could be adversely affected. We currently lease 102 of the real properties where we conduct operations.
If we are unable to maintain those leases or locate alternative sites for our locations in our target markets and on terms that are acceptable to us, our revenues and profitability could be adversely affected. We currently lease 100 of the real properties where we conduct operations.
Additionally, various states and groups of states have adopted or are considering adopting legislation, regulations or other regulatory initiatives that are focused on such areas as GHG cap and trade programs, carbon taxes, reporting and tracking programs, disclosure of climate risk management, and restriction of emissions.
Separately, various states and groups of states have adopted or are considering adopting legislation, regulations or other regulatory initiatives that are focused on such areas as GHG cap and trade programs, carbon taxes, reporting and tracking programs, disclosure of climate risk management, and restriction of emissions.
Our inability to compete effectively with existing or potential competitors could have a material adverse effect on our business, financial condition and results of operations. 19 Table of Contents Due to various matters, including environmental concerns, permitting and zoning requirements, and competition for waterfront real estate, some markets in the United States have experienced an increased waiting list for marina and storage availability.
Our inability to compete effectively with existing or potential competitors could have a material adverse effect on our business, financial condition and results of operations. Due to various matters, including environmental concerns, permitting and zoning requirements, and competition for waterfront real estate, some markets in the United States have experienced an increased waiting list for marina and storage availability.
In certain cases, the prospective acquisition candidate agrees not to discuss a potential acquisition with any other party for a specific period of time, grants us an option to purchase the prospective marine businesses for a designated price during a specific time period, and agrees to take other actions designed to enhance the possibility of the acquisition, such as preparing audited financial information and converting its accounting system to the system specified by us.
In 20 Table of Contents certain cases, the prospective acquisition candidate agrees not to discuss a potential acquisition with any other party for a specific period of time, grants us an option to purchase the prospective marine businesses for a designated price during a specific time period, and agrees to take other actions designed to enhance the possibility of the acquisition, such as preparing audited financial information and converting its accounting system to the system specified by us.
From time to time, unauthorized parties have attempted to gain access to our systems or facilities, or those of third parties with whom we do business, through fraud, trickery or other forms of deceiving our team members, contractors, vendors and temporary staff.
Unauthorized parties have attempted to gain access to our systems or facilities, or those of third parties with whom we do business, through fraud, trickery or other forms of deceiving our team members, contractors, vendors and temporary staff.
Consequently, your only opportunity, while such dividend restrictions remain in place, to achieve a return on your investment in us may be to sell your Class A common stock at a price greater than you paid for it.
Consequently, your only opportunities, while such dividend restrictions remain in place, to achieve a return on your investment in us may be to sell your Class A common stock at a price greater than you paid for it.
Our suppliers may in turn pass such increases along to us by raising the cost of our inventories and/or we may not be able to fully pass along these increased costs onto our customers. These market dynamics may adversely impact our profitability. In addition, new boat buyers often finance their purchases.
Our suppliers may in turn pass such increases along to us by raising the cost of our inventories and/or we may not be able to fully pass along these increased costs onto our customers. These market dynamics may adversely impact our profitability. 16 Table of Contents In addition, new boat buyers often finance their purchases.
General economic conditions, including changes in employment levels, consumer demand, preferences and confidence levels, the availability and cost of credit, fuel prices, levels of discretionary personal income, interest rates, periods of economic or political instability, public health crises, inflation, and consumer spending patterns can negatively impact our operating results.
General economic conditions, including changes in employment levels, consumer demand, preferences and confidence levels, the availability and cost of credit, fuel prices, levels of discretionary personal income, interest rates, periods of economic or political instability, public health crises, inflation, international trade policies, and consumer spending patterns can negatively impact our operating results.
Payments under the Tax Receivable Agreement commenced in 2022 and, in the event that the Tax Receivable Agreement is not terminated, are anticipated to continue until after the date of the last redemption of the OneWater LLC Units.
Payments under the Tax Receivable Agreement commenced in 2022 and, in the event that the Tax Receivable Agreement is not terminated, are anticipated to continue even after the date of the last redemption of the OneWater LLC Units.
This facility is subject to hazards associated with the manufacture, handling, storage and transportation of chemical materials and products, including natural disasters, mechanical failure, unscheduled downtime, labor difficulties, transportation interruptions, and environmental hazards, such as spills, discharges or release of toxic or hazardous substances and remediation complications.
This facility is subject to hazards associated with the manufacture, handling, storage and transportation of chemical materials and products, including natural disasters, 26 Table of Contents mechanical failure, unscheduled downtime, labor difficulties, transportation interruptions, and environmental hazards, such as spills, discharges or release of toxic or hazardous substances and remediation complications.
Certain of our employees work remotely. Remote working has increased our vulnerability to risks related to our computer and communications hardware and software systems and exacerbated certain related risks, including risks of phishing and other cybersecurity 38 Table of Contents attacks. Controls employed by our information technology department and our customers and third-party service providers could prove inadequate.
Certain of our employees work remotely. Remote working has increased our vulnerability to risks related to our computer and communications hardware and software systems and exacerbated certain related risks, including risks of phishing and other cybersecurity attacks. Controls employed by our information technology department and our customers and third-party service providers could prove inadequate.
We may not be able to easily replace the loss of certain manufacturers or brands, including at the necessary quantity, quality or price, and the loss of certain manufacturers or brands may therefore have an adverse material effect on our business, results of operations and financial condition. Boat manufacturers exercise control over our business.
We may not be able to easily replace the loss of certain manufacturers or brands, 17 Table of Contents including at the necessary quantity, quality or price, and the loss of certain manufacturers or brands may therefore have an adverse material effect on our business, results of operations and financial condition. Boat manufacturers exercise control over our business.
In addition, our credit arrangements contain financial covenants and other restrictions with which we must comply, including limitations on the incurrence of additional indebtedness. Adequate financing may not be available if and when we need it or may not be available on terms acceptable to us.
In addition, our credit arrangements contain financial covenants and other restrictions with which we must comply, including limitations on the incurrence of additional indebtedness and cash liquidity requirements. Adequate financing may not be available if and when we need it or may not be available on terms acceptable to us.
Laws and regulations 28 Table of Contents regarding the prevention of pollution or remediation of environmental contamination generally apply regardless of whether we lease or purchase the land and facilities. Additionally, certain of our locations and/or repair facilities utilize USTs and ASTs, primarily for storing and dispensing petroleum-based products.
Laws and regulations regarding the prevention of pollution or remediation of environmental contamination generally apply regardless of whether we lease or purchase the land and facilities. Additionally, certain of our locations and/or repair facilities utilize USTs and ASTs, primarily for storing and dispensing petroleum-based products.
As a result, we may face increased litigation risks from private parties and regulatory enforcement from governmental authorities related to our real or perceived ESG efforts or lack thereof. Additionally, we could face increasing costs as we attempt to comply with and navigate further regulatory focus and scrutiny.
As a result, we may face litigation risks from private parties and regulatory enforcement from governmental authorities related to our real or perceived sustainability efforts or lack thereof. Additionally, we could face increasing costs as we attempt to comply with and navigate further regulatory focus and scrutiny.
There can be no assurance that OneWater Inc. will be able to meet its obligations under the Tax Receivable Agreement. Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Tax Receivable Agreement” in this Form 10-K.
There can be no assurance that OneWater Inc. will be able to meet its obligations under the Tax Receivable Agreement. Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Tax Receivable Agreement” in this Annual Report on Form 10-K.
Economic conditions in areas in which we operate dealerships, particularly the Southeast and Gulf Coast regions in which we generated approximately 79%, 81% and 79% of our revenue during fiscal years 2024, 2023 and 2022, respectively, could have a major impact on our operations.
Economic conditions in areas in which we operate dealerships, particularly the Southeast and Gulf Coast regions in which we generated approximately 80%, 79% and 81% of our revenue during fiscal years 2025, 2024 and 2023, respectively, could have a major impact on our operations.
Any of the foregoing could prevent us from competing effectively and could have a material adverse effect on our business, operations, and financial condition. 26 Table of Contents Changes in the assumptions used to calculate our acquisition related contingent consideration liabilities could have a material adverse impact on our financial results.
Any of the foregoing could prevent us from competing effectively and could have a material adverse effect on our business, operations, and financial condition. Changes in the assumptions used to calculate our acquisition related contingent consideration liabilities could have a material adverse impact on our financial results.
While the laws have been subject to legal challenges and we are still assessing the impact of these requirements, additional reporting obligations could cause us to incur increased costs. Increased focus on ESG matters could impact our operations and expose us to additional risks.
While many of the laws have been subject to legal challenges and we are still assessing the impact of these requirements, additional reporting obligations could cause us to incur increased costs. Focus on Sustainability matters could impact our operations and expose us to additional risks.
Furthermore, public statements with respect to ESG matters, such as emissions reduction goals or progress, other environmental targets or other commitments addressing certain social issues, are becoming increasingly subject to heightened scrutiny from public and governmental authorities related to the risk of potential “greenwashing,” i.e., misleading information or false claims overstating potential ESG benefits.
Furthermore, public statements with respect to sustainability matters, such as emissions reduction goals or progress, other environmental targets or other commitments addressing certain social issues, are subject to heightened scrutiny from public and governmental authorities related to the risk of potential “greenwashing,” i.e., misleading information or false claims overstating potential sustainability benefits.
The reduction of profit margins on sales of finance & insurance products or the lack of demand for or the unavailability of these products could have a material adverse effect on our operating margins. 24 Table of Contents Our operations are dependent upon key personnel and team members.
The reduction of profit margins on sales of finance & insurance products or the lack of demand for or the unavailability of these products could have a material adverse effect on our operating margins. Our operations are dependent upon key personnel and team members.
We collect and store personal data through the ordinary course of our business that is subject to data privacy and information security laws and regulations.
We collect and store sensitive, confidential and personal data and information through the ordinary course of our business that is subject to data privacy and information security laws and regulations.
Since the combination of Singleton Marine and Legendary Marine in 2014, we have acquired 81 additional dealerships and 12 warehouses/distribution centers through 34 acquisitions. Additionally, we actively evaluate and pursue acquisitions on an ongoing basis. We continue to strategically evaluate and monitor our pipeline for potential acquisitions. Each acquired marine retailer operated independently prior to our acquisition.
Since the combination of Singleton Marine and Legendary Marine in 2014, we have acquired 83 additional dealerships and 12 warehouses/distribution centers through 35 acquisitions. Additionally, we actively evaluate and pursue acquisitions on an ongoing basis. We continue to strategically evaluate and monitor our pipeline for potential acquisitions. Each acquired marine retailer operated independently prior to our acquisition.
The failure to satisfy those and other legal requirements could have a material adverse effect on our business, financial condition, and results of operations. In addition, failure to comply with those and other legal requirements, or with U.S. trade sanctions, the U.S.
The failure to satisfy those and other legal requirements could have a material adverse effect on our 27 Table of Contents business, financial condition, and results of operations. In addition, failure to comply with those and other legal requirements, or with U.S. trade sanctions, the U.S.
Governmental and public concern arising from GHG emissions has resulted in increasing regulatory, political, financial and litigation risks in the United States and globally that target predominantly fossil fuel-related energy entities or their operations, which may have indirect adverse effects on other companies 29 Table of Contents or industries, such as the retail recreational boat industry, for example, whose services or products generate GHGs or rely upon motor fuels refined from fossil fuels, which effects could be material.
Governmental and public concern arising from GHG emissions has resulted in increasing regulatory, political, financial and litigation risks in the United States and globally that target predominantly fossil fuel-related energy entities or their operations, which may have indirect adverse effects on other companies or industries, such as the retail recreational boat industry whose services or products generate GHGs or rely upon motor fuels refined from fossil fuels, which effects could be material.
While we may create and publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith.
While we may create and publish voluntary disclosures regarding sustainability matters from time to time, many of the statements in those voluntary disclosures as based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith.
Most locations operate under long-term leases with an initial term of at least 10 years and one or more renewal options for an additional 5 to 10 years. Additionally, we have entered into location leases with certain related parties for which we incurred $2.5 million in lease expense in the fiscal year ended September 30, 2024.
Most locations operate under long-term leases with an initial term of at least 10 years and one or more renewal options for an additional 5 to 10 years. Additionally, we have entered into location leases with certain related parties for which we incurred $3.6 million in lease expense in the fiscal year ended September 30, 2025.
Increasing attention to, and societal expectations on companies to address, climate change and other environmental and social impacts, investor, regulatory and societal expectations regarding voluntary and mandatory ESG-related disclosures may result in increased costs, reduced profits, increased investigations and litigation, negative impacts on our stock price and reduced access to capital.
Societal expectations on companies to address, climate change and other environmental and social impacts, investor, regulatory and societal expectations regarding voluntary and mandatory sustainability-related disclosures may result in increased costs, reduced profits, increased investigations and litigation, negative impacts on our stock price and reduced access to capital.
These fluctuations could adversely affect the market price of our Class A common stock. 20 Table of Contents Our ability to continue to grow through the acquisition of additional marine businesses will depend upon various factors, including the following: • the availability of suitable acquisition candidates at attractive purchase prices; • the ability to compete effectively for available acquisition opportunities; • the availability of cash on hand, borrowed funds, common stock with a sufficient market price or other sources of financing to complete the acquisitions; • the ability to obtain any requisite manufacturer, governmental or other required approvals; • the ability to obtain approval of our lenders under our current credit agreements; and • the absence of one or more manufacturers attempting to impose unsatisfactory restrictions on us in connection with their approval of acquisitions.
Our ability to continue to grow through the acquisition of additional marine businesses will depend upon various factors, including the following: • the availability of suitable acquisition candidates at attractive purchase prices; • the ability to compete effectively for available acquisition opportunities; • the availability of cash on hand, borrowed funds, common stock with a sufficient market price or other sources of financing to complete the acquisitions; • the ability to obtain any requisite manufacturer, governmental or other required approvals; • the ability to obtain approval of our lenders under our current credit agreements; and • the absence of one or more manufacturers attempting to impose unsatisfactory restrictions on us in connection with their approval of acquisitions.
A similar contagious disease outbreak could have a similar effect on our supply chain that could adversely affect our results of operations. Item 1B. Unresolved Staff Comments. None.
A similar contagious disease outbreak could have a similar effect on our supply chain that could adversely affect our results of operations. Item 1B. Unresolved Staff Comments. None. 38 Table of Contents
We also work with third-party partners that may in the course of their business relationship with us, collect, store, process and transmit sensitive data on our behalf and in connection with our products and services offerings.
We also work with third-party partners that may in the course of their business relationship with us, collect, store, process and transmit sensitive, confidential or personal data or information on our behalf and in connection with our products and services offerings.
For example, if the Tax Receivable Agreement were terminated immediately after the date hereof, and taking into account any redemptions that occurred prior thereto, the estimated early termination payment would, in the aggregate, be approximately $29.0 million (determined by applying a discount rate equal to the twelve-month SOFR published by CME Group Benchmark Administration Limited plus 171.513 basis points, applied against an undiscounted liability of $42.7 million calculated based on certain assumptions, including but not limited to a $23.91 per share price, an estimated blended statutory U.S. federal, state and local corporate income tax rate of 24.8%, no material change in U.S. federal income tax law, and that OneWater Inc. will have sufficient taxable income to utilize such estimated tax benefits).
For example, if the Tax Receivable Agreement were terminated immediately after the date hereof, and taking into account any redemptions that occurred prior thereto, the estimated early termination payment would, in the aggregate, be approximately $26.7 million (determined by applying a discount rate equal to the twelve-month SOFR published by CME Group Benchmark Administration Limited plus 71.513 basis points, applied against an undiscounted liability of $37.5 million calculated based on certain assumptions, including but not limited to an estimated blended statutory U.S. federal, state and local corporate income tax rate of 24.7%, no material change in U.S. federal income tax law, and that OneWater Inc. will have sufficient taxable income to utilize such estimated tax benefits).
The extent to which we will be able and willing to use our Class A common stock or membership interests in OneWater LLC for acquisitions will depend on the market value of our Class A common stock and the willingness of potential sellers to accept our Class A common stock or membership interests in OneWater LLC as full or partial consideration.
The extent to which we will be able and willing to use our Class A common stock for acquisitions will depend on the market value of our Class A common stock and the willingness of potential sellers to accept our Class A common stock as full or partial consideration.
On July 1, 2022, the first offering period began under the 2021 Employee Stock Purchase Plan (the “ESPP”). As of September 30, 2024, the ESPP provides for a maximum issuance of 453,870 shares of Class A common stock, subject to certain adjustments set forth in the ESPP.
On July 1, 2022, the first offering period began under the 2021 Employee Stock Purchase Plan (the “ESPP”). As of September 30, 2025, the ESPP provides for a maximum issuance of 510,145 shares of Class A common stock, subject to certain adjustments set forth in the ESPP.
While no instances of unauthorized access have been material to date, we continue to attempt to mitigate these risks by employing a number of measures, including employee training, systems and maintenance of protective systems. We remain potentially vulnerable to known or unknown threats.
While no instances of unauthorized access have been material to date, we continue to attempt to mitigate these risks by employing a number of measures, including employee training, systems and maintenance of protective systems. Despite the implementation of our cybersecurity process, we remain potentially vulnerable to known or unknown threats.
In addition, certain of the TRA Holders’ rights (including the right to receive payments) under the Tax Receivable Agreement are transferable in connection with transfers permitted under the OneWater LLC Agreement of the corresponding OneWater LLC Units or, subject to OneWater Inc.’s consent (not to be unreasonably withheld, conditioned, or delayed), after the corresponding OneWater LLC Units have been acquired pursuant to the Redemption Right or Call Right.
In addition, certain of the TRA Holders’ rights (including the right to receive payments) under the Tax Receivable Agreement are transferable in connection with transfers permitted under the OneWater LLC Agreement of the corresponding OneWater LLC Units or, subject to OneWater Inc.’s consent (not to be unreasonably withheld, conditioned, or delayed), after the corresponding OneWater LLC Units have been exchanged or redeemed in accordance with the OneWater LLC Agreement.
U.S. federal, state and local tax laws, policies, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us, in each case, possibly with retroactive effect, and may have an adverse effect on our business and future profitability.
We are subject to various complex and evolving U.S. federal, state and local taxes. U.S. federal, state and local tax laws, policies, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us, in each case, possibly with retroactive effect, and may have an adverse effect on our business and future profitability.
In response to the widespread outbreak of a contagious disease, national, state and local governments in affected regions have, and may again, implement safety precautions, including shelter in place orders, travel restrictions, business closures, cancellations of public gatherings, including boat shows, and other measures.
Our business could be materially adversely impacted by the widespread outbreak of a contagious disease. In response to the widespread outbreak of a contagious disease, national, state and local governments in affected regions have, and may again, implement safety precautions, including shelter in place orders, travel restrictions, business closures, cancellations of public gatherings, including boat shows, and other measures.
Supreme Court finding that GHG emissions constitute a pollutant under the CAA, the EPA has adopted rules that, among other things, establish permit reviews for GHG emissions from certain large stationary sources, require the monitoring and annual reporting of GHG emissions from specified sources in the United States, implement standards reducing emissions of methane, a form of GHG, from specified oil and gas sectors, and together with the U.S.
Historically, the EPA has adopted rules that, among other things, establish permit reviews for GHG emissions from certain large stationary sources, require the monitoring and annual reporting of GHG emissions from specified sources in the United States, implement standards reducing emissions of methane, a form of GHG, from specified oil and gas sectors, and together with the U.S.
Our business is dependent upon the successful operation of our information technology systems. Our information technology systems enhance cross-selling opportunities and integrate each level of operations on a company-wide basis, including but not limited to purchasing, inventory, receivables, payables, financial reporting, budgeting, marketing and sales management. Our information systems are also used to prepare our consolidated financial and operating data.
Our information and operational technology systems enhance cross-selling opportunities and integrate each level of operations on a company-wide basis, including but not limited to purchasing, inventory, receivables, payables, financial reporting, budgeting, marketing and sales management. Our information systems are also used to prepare our consolidated financial and operating data.
OneWater Inc.’s only material asset is its equity interest in OneWater LLC, and OneWater Inc. is accordingly dependent upon distributions from OneWater LLC to pay taxes, make payments under the Tax Receivable Agreement and cover OneWater Inc.’s corporate and other overhead expenses. • If we experience any material weaknesses in the future or otherwise fail to develop or maintain an effective system of internal controls in the future, we may not be able to accurately report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our Class A common stock. • Our Legacy Owners own a significant amount of our voting stock, and their interests may conflict with those of our other stockholders. • 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. • We may be unable to adequately maintain, enforce, and protect our intellectual property rights and we may be accused of infringing the intellectual property rights of third parties, which could have a material adverse effect on our business, financial condition, and operations. 16 Table of Contents Our business, financial condition and results of operations could be materially adversely affected by any of these risks or uncertainties discussed herein.
OneWater Inc.’s only material asset is its direct and indirect equity interest in OneWater LLC, and OneWater Inc. is accordingly dependent upon distributions from OneWater LLC to pay taxes, make payments under the Tax Receivable Agreement and cover OneWater Inc.’s corporate and other overhead expenses. 15 Table of Contents • If we experience any material weaknesses in the future or otherwise fail to develop or maintain an effective system of internal controls in the future, we may not be able to accurately report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our Class A common stock. • Our Legacy Owners own a significant amount of our voting stock, and their interests may conflict with those of our other stockholders. • 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. • We may be unable to adequately maintain, enforce, and protect our intellectual property rights and we may be accused of infringing the intellectual property rights of third parties, which could have a material adverse effect on our business, financial condition, and operations. • Climatic events may adversely impact our operations, disrupt the business of our third party vendors on whom we rely upon for products and services, and may not be adequately covered by our insurance.
The price of or tax on fuels may significantly increase in the future, adversely affecting our business. The availability of boat insurance is critical to our success. The ability of our customers to secure reasonably affordable boat insurance that is satisfactory to lenders that finance our customers’ purchases is critical to our success. Historically, affordable boat insurance has been available.
The price of or tax on fuels may significantly increase in the future, adversely affecting our business. 22 Table of Contents The availability of boat insurance is critical to our success. The ability of our customers to secure reasonably affordable boat insurance that is satisfactory to lenders that finance our customers’ purchases is critical to our success.
For additional information relating to the terms of our Inventory Financing Facility including the entrance into the Consent, Waiver and Second Amendment to Eighth Amended and Restated Inventory Financing Agreement on November 14, 2023, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Debt Agreements—Inventory Financing Facility.” Effective August 9, 2022, we entered into the A&R Credit Facility (together with the Inventory Financing Facility, the “Credit Facilities”), which provides for, among other things, (i) a single tranche of Revolving Commitments in an amount equal to $65.0 million (the “Revolving Facility”) and (ii) a single tranche of Initial Term Loans in an aggregate principal amount equal to $445.0 million (the “Term Facility”).
For additional information relating to the terms of our Inventory Financing Facility, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Debt Agreements—Inventory Financing Facility.” Effective August 9, 2022, we entered into the A&R Credit Facility (together with the Inventory Financing Facility, the “Credit Facilities”), which provides for, among other things, (i) a single tranche of Revolving Commitments in an amount equal to $65.0 million (the “Revolving Facility”) and (ii) a single tranche of Initial Term Loans in an aggregate principal amount equal to $445.0 million (the “Term Facility”).
Compliance with amended, new, or more stringent laws or regulations, more strict interpretations of existing laws, or the future discovery of environmental conditions may require additional expenditures by us, and such expenditures may be material.
Compliance with amended, new, or more stringent laws or regulations, more strict interpretations of existing 28 Table of Contents laws, or the future discovery of environmental conditions may require additional expenditures by us, our suppliers, or our customers and such expenditures may be material.
As of September 30, 2024, we have approximately $93.2 million of property and equipment, net of accumulated depreciation, recorded on our consolidated balance sheet. Recoverability of an asset is measured by comparison of its carrying amount to undiscounted future net cash flows the asset is expected to generate.
As of September 30, 2025, we had approximately $91.6 million of property and equipment, net of accumulated depreciation, recorded on our consolidated balance sheet. Recoverability of an asset is measured by comparison of its carrying amount to undiscounted future net cash flows the asset is expected to generate.
However, as a severe storm approaches land, 23 Table of Contents insurance providers cease underwriting until the storm passes. This loss of insurance prevents or delays lenders from lending. As a result, sales of boats can be temporarily halted making our revenue difficult to predict and causing sales to be delayed or potentially cancelled.
Historically, affordable boat insurance has been available. However, as a severe storm approaches land, insurance providers cease underwriting until the storm passes. This loss of insurance prevents or delays lenders from lending. As a result, sales of boats can be temporarily halted making our revenue difficult to predict and causing sales to be delayed or potentially cancelled.
Accomplishing these goals for expansion will depend upon a number of factors, including the following: • our ability to identify new markets in which we can obtain distribution rights to sell our existing or additional product lines; • our ability to lease or construct suitable facilities at a reasonable cost in existing or new markets; • our ability to hire, train and retain qualified personnel; • the timely and effective integration of new dealerships into existing operations; • our ability to achieve adequate market penetration at favorable operating margins without the acquisition of existing marine retailers; and • our financi al re sources. 21 Table of Contents Our dealer agreements require manufacturer consent to open or change dealership locations that sell certain products.
Accomplishing these goals for expansion will depend upon a number of factors, including the following: • our ability to identify new markets in which we can obtain distribution rights to sell our existing or additional product lines; • our ability to lease or construct suitable facilities at a reasonable cost in existing or new markets; • our ability to hire, train and retain qualified personnel; • the timely and effective integration of new dealerships into existing operations; • our ability to achieve adequate market penetration at favorable operating margins without the acquisition of existing marine retailers; and • our financi al re sources.
As of September 30, 2024 and 2023, we had an aggregate of $443.4 million and $489.0 million, respectively, outstanding under the Inventory Financing Facility. We rely on the Inventory Financing Facility to purchase and maintain our inventory of boats.
As of September 30, 2025 and 2024, we had an aggregate of $419.7 million and $443.4 million, respectively, outstanding under the Inventory Financing Facility. We rely on the Inventory Financing Facility to purchase and maintain our inventory of boats.
In the United States, no comprehensive federal climate change legislation has been implemented. With the U.S.
In the United States, no comprehensive federal climate change legislation has been implemented.
Certain regulators, such as the SEC and various state agencies, as well as nongovernmental organizations and other private actors have filed lawsuits under various securities and consumer protection laws alleging that certain ESG statements, goals or standards were misleading, false or otherwise deceptive.
Certain regulators as well as nongovernmental organizations and other private actors have filed lawsuits under various securities and consumer protection laws alleging that certain sustainability statements, goals or standards were misleading, false or otherwise deceptive.
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 simplifying assumptions to address the 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 increases in tax basis available to OneWater Inc. as a result of the exercise of the Redemption Right or pursuant to our Call Right or that relate to prior transfers of such OneWater LLC Units that will be available to OneWater Inc. as a result of its acquisition of those units, and certain benefits attributable to imputed interest.
The Tax Receivable Agreement generally provides for the payment by OneWater Inc. to each holder of rights thereunder, which includes the Legacy Owners and their permitted transferees, if any (a "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 simplifying assumptions to address the 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 increases in tax basis available to OneWater Inc. as a result of the redemption or exchange of OneWater LLC Units in accordance with the OneWater LLC Agreement or that relate to prior transfers of such OneWater LLC Units that will be available to OneWater Inc. as a result of its acquisition of those units, and certain benefits attributable to imputed interest.
OneWater Inc.’s only material asset is its equity interest in OneWater LLC directly or indirectly through its equity ownership in other subsidiaries, and OneWater Inc. is accordingly dependent upon distributions from OneWater LLC to pay taxes, make payments under the Tax Receivable Agreement and cover OneWater Inc.’s corporate and other overhead expenses.
OneWater Inc.’s only material asset is its direct and indirect equity interest in OneWater LLC, and OneWater Inc. is accordingly dependent upon distributions from OneWater LLC to pay taxes, make payments under the Tax Receivable Agreement and cover OneWater Inc.’s corporate and other overhead expenses.
Moreover, the increased competitiveness of alternative “clean” energy sources such as wind and solar photovoltaic could also reduce demand for fossil fuels and therefore for our boating products, which would lead to a reduction in our revenues.
Moreover, the increased competitiveness of alternative “clean” energy sources such as wind and solar photovoltaic could also ultimately reduce demand for fossil fuels and increase the costs of marine motor fuels, which would lead to a reduction in our revenues.
Thus, the amount and timing of any payments under the Tax Receivable Agreement are also dependent upon significant future events, including those noted above in respect of estimating the amount and timing of OneWater Inc.’s realization of tax benefits.
Thus, the amount and timing of any payments under the Tax Receivable Agreement are also dependent upon significant future events, including those noted above in respect of estimating the amount and timing of OneWater Inc.’s realization of tax benefits. Payments under the Tax Receivable Agreement could have an adverse impact on our liquidity.
We depend on our manufacturers for the sale of new boats. Sales of new boats from our top ten brands represents approximately 41.7%, 39.4% and 41.8% of total sales for the fiscal years ended September 30, 2024, 2023 and 2022, respectively, making them major suppliers of our company.
Sales of new boats from our top ten brands represents approximately 40.8%, 41.7% and 39.4% of total revenues for the fiscal years ended September 30, 2025, 2024 and 2023, respectively, making them major suppliers of our company.
Certain statements made herein are forward-looking statements. Risks Related to General Economic Conditions General economic conditions and consumer spending patterns can have a material adverse effect on our business, financial condition and results of operations.
Risks Related to General Economic Conditions General economic conditions and consumer spending patterns can have a material adverse effect on our business, financial condition and results of operations.
In addition, the OneWater LLC Agreement requires OneWater LLC to make non-pro rata payments to OneWater Inc. to reimburse it for its corporate and other overhead expenses, which payments are not treated as distributions under the OneWater LLC Agreement.
OneWater LLC is also required to make certain non-pro rata payments to OneWater Inc. to reimburse it for corporate and other overhead expenses, which payments are not treated as distributions under the OneWater LLC Agreement.
Of this amount, Malibu Boats, Inc., including its brands Malibu, Axis, Cobalt, Pursuit, Maverick, Hewes, Cobia and Pathfinder accounted for 13.1%, 13.9% and 15.6% of our consolidated revenue for the fiscal years ended September 30, 2024, 2023 and 2022, respectively.
Of this amount, Malibu Boats, Inc., including its brands Malibu, Axis, Cobalt, Pursuit, Maverick, Hewes, Cobia and Pathfinder accounted for 12.2%, 13.1% and 13.9% of our total revenues for the fiscal years ended September 30, 2025, 2024 and 2023, respectively.
We may not be able to open and operate new dealership locations or introduce new product lines on a timely or profitable basis. Moreover, the costs associated with opening new dealership locations or introducing new product lines may adversely affect our profitability.
Our dealer agreements require manufacturer consent to open or change dealership locations that sell certain products. We may not be able to open and operate new dealership locations or introduce new product lines on a timely or profitable basis. Moreover, the costs associated with opening new dealership locations or introducing new product lines may adversely affect our profitability.
Additional risks relating to such product offerings include product liability and product recalls for which we do not have third-party indemnification and contractual rights or remedies; increasing costs for labor or raw materials used to manufacture products; our ability to successfully protect our proprietary rights (e.g., defending against counterfeit or otherwise unauthorized goods) and intellectual property rights; our ability to successfully navigate and avoid claims related to the proprietary rights of third parties; and our ability to successfully administer and comply with obligations under license agreements that we have with third-party licensors of certain brands. 22 Table of Contents Risks Related to Our Operations The availability and costs of borrowed funds can adversely affect our ability to obtain adequate boat inventory, the ability and willingness of our customers to finance boat purchases and our ability to fund future acquisitions.
Additional risks relating to such product offerings include product liability and product recalls for which we do not have third-party indemnification and contractual rights or remedies; increasing costs for labor or raw materials used to manufacture products; our ability to successfully protect our proprietary rights (e.g., defending against counterfeit or otherwise unauthorized goods) and intellectual property rights; our ability to successfully navigate and avoid claims related to the proprietary rights of third parties; and our ability to successfully administer and comply with obligations under license agreements that we have with third-party licensors of certain brands.
Manufacturer recall campaigns could adversely affect our new and pre-owned boat sales or customer residual trade-in valuations, could cause us to temporarily remove boats from our inventory, could force us to incur increased costs and could expose us to litigation and adverse publicity related to the sale of recalled boats, which could have a material adverse effect on our business, results of operations, financial condition and cash flows. 18 Table of Contents Our business, as well as the entire retail marine industry, is highly seasonal, with seasonality varying in different geographic markets.
Manufacturer recall campaigns could adversely affect our new and pre-owned boat sales or customer residual trade-in valuations, could cause us to temporarily remove boats from our inventory, could force us to incur increased costs and could expose us to litigation and adverse publicity related to the sale of recalled boats, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.
We could be subjected to negative responses by governmental actors (such as anti-ESG legislation or retaliatory legislative or administrative treatment) or consumers (such as boycotts or negative publicity campaigns), which could adversely affect our reputation, business, financial performance, market access and growth. Risks Related to Our Class A Common Stock OneWater Inc. is a holding company.
We could be subjected to negative responses by governmental actors (such as anti-sustainability legislation or retaliatory legislative or administrative treatment) or consumers (such as boycotts or negative publicity campaigns), which could adversely affect our reputation, business, financial performance, market access and growth.

… 127 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

12 edited+5 added−2 removed5 unchanged
Biggest changeAs part of its program of regular risk oversight, the Audit Committee assists the Board in exercising oversight of the Company’s cybersecurity, information security, and information technology risks. The Board or Audit Committee regularly reviews and discusses with management the Company’s policies, procedures and practices with respect to cybersecurity, information security and information and operational technology, including related risks.
Biggest changeThe Board or Audit Committee regularly reviews and discusses with management the Company’s policies, procedures and practices with respect to cybersecurity, information security and information and operational technology, including related risks.
Impact of Risks from Cybersecurity Threats As of the date of this report, though the Company and its third-party service providers have experienced certain cybersecurity incidents, we are not aware of any previous cybersecurity threats that have materially affected or are reasonably likely to materially affect our business, financial condition, results of operations or cash flows.
Impact of Risks from Cybersecurity Threats As of the date of this report, though the Company and its third-party service providers have experienced certain cybersecurity incidents, we are not aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business, financial condition, results of operations or cash flows.
Board of Directors’ Oversight and Management’s Role Through the Company’s enterprise risk management program, the Board of Directors is responsible for overseeing cybersecurity, information security, and information technology risks, as well as management’s actions to identify, assess, mitigate, and remediate those risks.
Board of Directors’ Oversight and Management’s Role Through the Company’s enterprise risk management program, the Board of Directors is responsible for overseeing cybersecurity, information security, and information and operational technology risks, as well as management’s actions to identify, assess, mitigate, and remediate those risks.
In the event of any breach or cybersecurity incident, we have an incident response plan that is designed to provide for action to contain the incident, mitigate the impact, and restore normal operations efficiently. • Cybersecurity Training and Awareness: All employees and contractors are required to receive semi-annual cybersecurity awareness training.
In the event of any breach or cybersecurity incident, we have an incident response plan that is designed to provide for action to contain the incident, mitigate the impact, and restore normal operations efficiently. • Cybersecurity Training and Awareness: All employees and contractors are required to complete semi-annual cybersecurity awareness training.
However, we acknowledge that cybersecurity threats are continually evolving, and the possibility of future cybersecurity incidents remains. Despite the implementation of our cybersecurity processes, our security measures cannot guarantee that a significant cyberattack will not occur. A successful attack on our information technology (“IT”) systems could have significant consequences to the business.
However, we acknowledge that cybersecurity threats are continually evolving, and the possibility of future cybersecurity incidents remains. Despite the implementation of our cybersecurity processes, our security measures cannot guarantee that a significant cyberattack will not occur. A successful attack on our information or operational technology systems could have significant consequences to the business.
In addition, the Company’s Director of Information Systems is responsible for upward reporting of emerging cybersecurity incidents. Recognizing the importance of cybersecurity to the success and resilience of our business, the Board considers cybersecurity to be a vital aspect of corporate governance.
In addition, the Company’s Director of Information Systems is responsible for upward reporting of emerging cybersecurity incidents. 39 Table of Contents Recognizing the importance of cybersecurity to the success and resilience of our business, the Board considers cybersecurity to be a vital aspect of corporate governance.
While we devote resources to our security measures to protect our systems and information, these measures cannot provide absolute security. No security measure is infallible. See “Risk Factors” for additional information about the risks to our business associated with a breach or compromise to our IT systems.
While we devote resources to our security measures to protect our systems and information, these measures cannot provide absolute security. No security measure is infallible. See “Risk Factors” for additional information about the risks to our business associated with a breach or compromise of our information or operational technology systems.
This background includes leading and developing cyber security operations and incident response programs for business organizations, developing comprehensive cyber security strategies, and managing complex cybersecurity projects across various industries. 41 Table of Contents
This background includes leading and developing cyber security operations and incident response programs for business organizations, developing comprehensive cyber security strategies, and managing complex cyber security projects across various industries. 40 Table of Contents
A multi-factor authentication process has been implemented for employees accessing company information. • Encryption and Data Protection: Encryption methods are used to protect sensitive data in transit and at rest. This includes the encryption of customer data, financial information, and other confidential data.
A multi-factor authentication process has been implemented for employees accessing company information. • Encryption and Data Protection: We endeavor to use appropriate encryption methods to protect sensitive data. This includes the encryption of customer data, financial information, and other confidential data.
Cybersecurity risks are understood to be significant business risks, and as such, are considered an important component of our enterprise-wide risk management approach.
The above cybersecurity risk management processes are integrated into the Company’s overall enterprise risk management program. Cybersecurity risks are understood to be significant business risks, and as such, are considered an important component of our enterprise-wide risk management approach.
To facilitate effective oversight, our cybersecurity leadership team holds discussions on cybersecurity risks, incident trends, and the effectiveness of cybersecurity measures as necessitated by emerging material cyber risks. Our cybersecurity leadership team is made up of highly experienced professionals with a background in information security, risk management, and incident response.
To facilitate effective oversight, our Information Systems team holds discussions on cybersecurity risks, incident trends, and the effectiveness of cybersecurity measures as necessitated by emerging material cyber risks. Management is responsible for assessing, identifying, and managing risks from cybersecurity threats.
Additionally, we endeavor to include cybersecurity requirements in our contracts with these providers and endeavor to require them to adhere to security standards and protocols.
Additionally, we endeavor to include cybersecurity requirements in our contracts with these providers and endeavor to require them to adhere to security standards and protocols. Further, we request that third-party service providers with access to personally identifiable information enter into data processing services agreements and adhere to our policies and standards.
Removed
Employees also receive training in response to drills and simulated attacks. • Access Controls: Users are provided with access consistent with the principle of least privilege, which requires that users be given no more access than necessary to complete their job functions.
Added
We also conduct periodic drills and simulated attacks—including simulated phishing exercises and other social-engineering tests—to reinforce training, evaluate user response, and assess the effectiveness of our cybersecurity controls.
Removed
Further, we request that third-party service providers with access to personally identifiable information enter into data processing services agreements and adhere to our policies and standards. 40 Table of Contents The above cybersecurity risk management processes are integrated into the Company’s overall enterprise risk management program.
Added
Employees who do not successfully complete these exercises are required to undergo additional, targeted training to address identified gaps and strengthen overall security readiness. • Access Controls: We endeavor to limit users' access to no more than necessary to complete their job functions.
Added
As part of its program of regular risk oversight, the Audit Committee assists the Board in exercising oversight of the Company’s cybersecurity, information security, and information and operational technology risks.
Added
Our cybersecurity risk management efforts are led by our Information Systems team, including our Director of Information Systems, who has worked in the information systems field for over 15 years and has lead our Information Systems team for over 10 years.
Added
Our Director of Information Systems oversees our cybersecurity activities and is informed about and monitors the prevention, detection, mitigation and remediation of cybersecurity incidents. Our Information Systems team is made up of highly experienced professionals with a background in information security, risk management, and incident response.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed1 unchanged
Biggest changeAdditionally, as part of our Dealership segment, we own or lease the following material retail facilities as of September 30, 2024: Location & Dealer Group Dealerships Leased Dealerships Owned Alabama Harbor Point Marina 1 — Harbor View Marine 1 — Legendary Marine 2 — Rambo Marine 3 — Singleton Marine 3 1 Sunrise Marine 1 — California Denison Yachting 5 — Delaware Taylor Marine Centers 1 — Florida Caribee Boat 1 — Central Marine 3 — Denison Yachting 5 — Harbor View Marine 1 — Legendary Marine 3 — Marina Mike’s 1 — Naples Boat Mart 1 — Ocean Blue Yacht Sales 3 — OneWater Yacht Group 5 — Quality Boats 4 — Sundance Marine 4 — Sunrise Marine 2 — Tom George Yacht Group 2 — Walker’s Marine 6 — Georgia Singleton Marine 7 — Massachusetts Bosuns Marine 2 — Maryland Bosuns Marine 1 — Denison Yachting 1 — OneWater Yacht Group 1 — Taylor Marine Centers 1 — Monaco Denison Yachting 1 — North Carolina OneWater Yacht Group 1 — New Jersey OneWater Yacht Group 1 — Stone Harbor Marina 1 — Ohio South Shore Marine 1 — Spend-A-Day Marina 2 — Rhode Island Denison Yachting 1 — South Carolina Captain’s Choice Marine 2 — Denison Yachting 1 — Singleton Marine 2 — Tennessee Rambo Marine — 1 Texas Phil Dill Boats 1 — Slalom Shop 2 — SMG Boats 2 — Texas Marine 3 — Virginia Norfolk Marine Company 1 — Washington Denison Yachting 1 — As part of our Distribution segment, we own or lease the following material warehouses and distribution facilities as of September 30, 2024: Location & Group Locations Leased Locations Owned Alabama T-H Marine 3 — Ocean Bio-Chem — 1 Florida PartsVu 1 — T-H Marine 1 — Ocean Bio-Chem — 1 Indiana T-H Marine 1 — Oklahoma T-H Marine 1 — Tennessee T-H Marine 1 — We believe that our facilities are adequate for our current operations.
Biggest changeAdditionally, as part of our Dealership segment, we own or lease the following material retail facilities as of September 30, 2025: Location & Dealer Group Dealerships Leased Dealerships Owned Alabama Harbor Point Marina 1 — Harbor View Marine 1 — Legendary Marine 2 — Rambo Marine 3 — Singleton Marine 3 1 Sunrise Marine 1 — California Denison Yachting 4 — Delaware Taylor Marine Centers 1 — Florida Caribee Boat Sales 1 — Central Marine 3 — Denison Yachting 13 — Harbor View Marine 1 — Legendary Marine 2 — Marina Mike’s 1 — Naples Boat Mart 1 — Ocean Blue Yacht Sales 3 — Quality Boats 4 — Sundance Marine 4 — Sunrise Marine 2 — Tom George Yacht Group 1 — Walker’s Marine 6 — Georgia Singleton Marine 6 — Massachusetts Bosuns Marine 2 — Maryland Bosuns Marine 1 — Denison Yachting 1 — Taylor Marine Centers 1 — Monaco Denison Yachting 1 — North Carolina Denison Yachting 1 — New Jersey Garden State Yacht Sales 1 — Stone Harbor Marina 1 — New York Denison Yachting 1 — Ohio South Shore Marine 1 — Spend-A-Day Marina 2 — Rhode Island Denison Yachting 1 — South Carolina Captain’s Choice Marine 2 — Denison Yachting 1 — Singleton Marine 2 — Tennessee Rambo Marine — 1 Texas Phil Dill Boats 1 — Slalom Shop 3 — SMG Boats 1 — Texas Marine 3 — Virginia Norfolk Marine Company 1 — Washington Denison Yachting 1 — As part of our Distribution segment, we own or lease the following material warehouses and distribution facilities as of September 30, 2025: Location & Group Locations Leased Locations Owned Alabama T-H Marine 3 — Ocean Bio-Chem — 1 Florida PartsVu 1 — T-H Marine 1 — Ocean Bio-Chem — 1 Indiana T-H Marine 1 — Oklahoma T-H Marine 1 — We believe that our facilities are adequate for our current operations.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

3 edited+0 added−0 removed1 unchanged
Biggest changeHowever, 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 4. Mine Safety Disclosures. Not applicable. 42 Table of Contents PART II
Biggest changeHowever, 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 4. Mine Safety Disclosures. Not applicable. 41 Table of Contents PART II
In the opinion of management, it is not reasonably probable that the pending litigation, disputes or claims against the Company as of September 30, 2024, will have a material adverse effect on its financial condition, results of operations or cash flows.
In the opinion of management, it is not reasonably probable that the pending litigation, disputes or claims against the Company as of September 30, 2025, will have a material adverse effect on its financial condition, results of operations or cash flows.
Management assess the probability of losses or gains for such contingencies and accrues a liability and/or discloses the relevant circumstances as appropriate.
Management assesses the probability of losses or gains for such contingencies and accrues a liability and/or discloses the relevant circumstances as appropriate.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

12 edited+3 added−1 removed5 unchanged
Biggest changeThe Company made no repurchases during the year ended September 30, 2024. The Company has $48.1 million remaining under the share repurchase program. Item 6. [RESERVED]
Biggest changeThe Company made no repurchases during the year ended September 30, 2025. As of September 30, 2025, the Company has repurchased and retired 73,487 shares of Class A common stock under the repurchase program for a purchase price of approximately $1.9 million . The Company has $48.1 million remaining under the share repurchase program.
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 Rule 10b-18 thereunder, and consistent with the Company’s contractual limitations and other requirements.
Repurchases under the share repurchase program may be made at any time or from time to time, without prior notice, in the open market or in privately negotiated transactions at prevailing market prices, or such other means as will comply with applicable state and federal securities laws and regulations, including the provisions of the Exchange Act, including Rule 10b5-1 and Rule 10b-18 thereunder, and consistent with the Company’s contractual limitations and other requirements.
This graph shall not be deemed “soliciting material” or be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933 (Securities Act), as amended, or the Securities Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
This graph shall not be deemed “soliciting material” or be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
The graph assumes an initial investment of $100 on February 7, 2020, in our Class A common stock, the stocks comprising the Russell 2000 Index, and the stocks comprising the S&P 500 Retail Index. The calculations of cumulative shareholder return on our Class A common stock, the Russell 2000 Index and the S&P 500 Retail Index include reinvestment of dividends.
The graph assumes an initial investment of $100 on September 30, 2020, in our Class A common stock, the stocks comprising the Russell 2000 Index, and the stocks comprising the S&P 500 Retail Index. The calculations of cumulative shareholder return on our Class A common stock, the Russell 2000 Index and the S&P 500 Retail Index include reinvestment of dividends.
Copyright© 2024 Standard & Poor's, a division of S&P Global.
Copyright© 2025 Standard & Poor's, a division of S&P Global.
COMPARISON OF 56 MONTH CUMULATIVE TOTAL RETURN* Among OneWater Marine Inc., the Russell 2000 Index and the S&P 500 Consumer Staples Distribution & Retail Index * *$100 invested on 2/7/20 in stock or 1/31/20 in index, including reinvestment of dividends. Fiscal year ending September 30. Copyright© 2024 Russell Investment Group. All rights reserved.
COMPARISON OF 60 MONTH CUMULATIVE TOTAL RETURN* Among OneWater Marine Inc., the Russell 2000 Index and the S&P 500 Consumer Staples Distribution & Retail Index *$100 invested on 9/30/20 in stock and in index, including reinvestment of dividends. Fiscal year ending September 30. Copyright© 2025 Russell Investment Group. All rights reserved.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our Class A common stock is traded on Nasdaq under the symbol “ONEW.” As of November 26, 2024 , there were 14,826,496 shares of Class A common stock and 1,429,940 shares of Class B common stock outstanding.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our Class A common stock is traded on Nasdaq under the symbol “ONEW.” As of December 2, 2025 , there were 16,527,533 shares of Class A common stock and no shares of Class B common stock outstanding.
See “Risk Factors—Risks Related to Our Class A Common Stock— While our Board of Directors declared a one-time special cash dividend of $1.80 per share on June 17, 2021, we do not intend to pay cash dividends on our Class A common stock, and our Credit Facilities place certain restrictions on our ability to do so.
See “Risk Factors—Risks Related to Our Class A Common Stock— We do not intend to pay cash dividends on our Class A common stock, and our Credit Facilities place certain restrictions on our ability to do so.
Performance Graph The following graph illustrates a comparison of the total cumulative stockholder return for our Class A common stock since February 7, 2020, which is the date our shares began trading, through September 30, 2024, to two indices: the Russell 2000 Index and the S&P 500 Retail Index.
Performance Graph The following graph illustrates a comparison of the total cumulative stockholder return for our Class A common stock over the five-year period ended September 30, 2025, to two indices: the Russell 2000 Index and the S&P 500 Retail Index.
Holders of Record As of November 26, 2024 there were 3 and 4 stockholders of record of our Class A common stock and Class B common stock, respectively.
Holders of Record As of December 2, 2025 there were 6 stockholders of record for our Class A common stock and no stockholders of record for our Class B common stock.
We currently intend to retain future earnings, if any, to finance the growth of our business. Holders of our Class B common stock are not entitled to participate in any dividends declared by our Board of Directors.
We currently intend to retain future earnings, if any, to finance the growth of our business.
All rights reserved. 43 Table of Contents 2/7/20 9/30/20 9/30/21 9/30/22 9/30/23 9/30/24 OneWater Marine Inc. 100.00 135.34 277.33 207.67 176.70 164.91 Russell 2000 100.00 94.34 139.32 106.58 116.10 147.17 S&P 500 Retail 100.00 136.50 157.00 120.59 137.83 193.04 Dividends We do not anticipate declaring or paying any cash dividends to holders of our Class A common stock in the foreseeable future.
All rights reserved. 42 Table of Contents 9/30/20 9/30/21 9/30/22 9/30/23 9/30/24 9/30/25 OneWater Marine Inc. 100.00 204.92 153.45 130.56 121.85 80.72 Russell 2000 100.00 147.68 112.98 123.07 156.00 172.78 S&P 500 Retail 100.00 115.02 88.35 100.98 141.42 161.79 Dividends We do not anticipate declaring or paying any cash dividends to holders of our Class A common stock in the foreseeable future.
Removed
There is no market for our Class B common stock. Each share of Class B common stock has no economic rights but entitles its holders to one vote on all matters to be voted on by the shareholders generally.
Added
Any such share repurchases may be subject to a U.S. federal excise tax.
Added
Subject to certain exceptions and adjustments, the amount of the excise tax is generally 1% of the aggregate fair market values of the shares of stock repurchased by the corporation during a taxable year, net of the aggregate fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year.
Added
In the past, there have been proposals to increase the amount of the excise tax from 1% to 4%; however, it is unclear whether such a change in the amount of the excise tax will be enacted and, if enacted, how soon any change would take effect. Item 6. [RESERVED]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

148 edited+36 added−32 removed120 unchanged
Biggest changeThe November 2024 Inventory Financing Amendment amends the Inventory Financing Facility to, among other things, (i) modify certain definitions, terms and conditions, (ii) adjust the minimum fixed charge coverage ratio, (iii) adjust the maximum funded debt to EBITDA ratio, (iv) establish a new minimum liquidity measure, (v) allow for certain swap transactions to mitigate risk in the ordinary course of business, (iv) reduce the maximum borrowing capacity to $595.0 million, and (vii) waive certain covenant compliance requirements, including for the period ended September 30, 2024.
Biggest changeOn November 17, 2025, the Company entered into the Third Amendment to Eighth Amended and Restated Inventory Financing Agreement, Omnibus Amendment to Collateralized Guarantees, and First Amendment to Consent Agreement to, among other things, (i) modify certain definitions, terms and conditions, (ii) adjust the maximum funded debt to EBITDA ratio, (iii) adjust the minimum fixed charge coverage ratio, (iv) adjust the minimum liquidity measure, (v) permit certain consignment agreements entered into in the normal course of business, (vi) modify the termination date of the Third Agreement to be March 1, 2027, and (vii) adjust the maximum borrowing capacity to $497.1 million and permit an additional $38.7 million in availability for overtrade capacity.
See "— Comparison of Non-GAAP Financial Measures" for more information and a reconciliation of Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings 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.
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.
The change in loss before income tax benefit was primarily related to the decrease in restructuring and impairment charges. Net (loss) Income Net loss decreased by $32.9 million to a net loss of $6.2 million for the year ended September 30, 2024, compared to net loss of $39.1 million for the year ended September 30, 2023.
The change in loss before income tax benefit was primarily related to the decrease in restructuring and impairment charges. Net Loss Net loss decreased by $32.9 million to a net loss of $6.2 million for the year ended September 30, 2024, compared to net loss of $39.1 million for the year ended September 30, 2023.
We sell a wide range of brands and sizes of pre-owned boats under different types of sales arrangements (e.g., trade-ins, brokerage, consigned and wholesale), which causes periodic and seasonal fluctuations in the average sales price.
We sell a wide range of brands and sizes of pre-owned boats under different types of sales arrangements (e.g., trade-ins, brokerage, consigned and wholesale), which causes periodic and seasonal fluctuations in the average sales price.
Finance & insurance income is recorded net of related fees, including fees charged back due to any early cancellation of loan or insurance contracts by a customer. Since finance & insurance income is fee-based, we do not incur any related cost of sale.
Finance & insurance income is recorded net of related fees, including fees charged back due to any early cancellation of loan or insurance contracts by a customer. Since finance & insurance income is fee-based, we do not incur any related cost of sale.
Years Ended September 30, Description 2024 2023 Change ($ in thousands) Net (loss) income $ (6,176) $ (39,111) $ 32,935 Interest expense – other 37,050 34,557 2,493 Income tax (benefit) expense (157) (3,412) 3,255 Depreciation and amortization 22,187 26,788 (4,601) Stock-based compensation 8,443 8,961 (518) Change in fair value of contingent consideration 4,248 (1,604) 5,852 Transaction costs 1,530 1,839 (309) Restructuring and impairment 15,318 147,402 (132,084) Other expense (income), net 14 953 (939) Adjusted EBITDA $ 82,457 $ 176,373 $ (93,916) Adjusted EBITDA was $82.5 million for the year ended September 30, 2024 compared to $176.4 million for the year ended September 30, 2023.
Years Ended September 30, Description 2024 2023 Change ($ in thousands) Net loss $ (6,176) $ (39,111) $ 32,935 Interest expense – other 37,050 34,557 2,493 Income tax benefit (157) (3,412) 3,255 Depreciation and amortization 22,187 26,788 (4,601) Stock-based compensation 8,443 8,961 (518) Change in fair value of contingent consideration 4,248 (1,604) 5,852 Transaction costs 1,530 1,839 (309) Restructuring and impairment 15,318 147,402 (132,084) Other expense, net 14 953 (939) Adjusted EBITDA $ 82,457 $ 176,373 $ (93,916) Adjusted EBITDA was $82.5 million for the year ended September 30, 2024 compared to $176.4 million for the year ended September 30, 2023.
Each of these adjustments are subsequently adjusted for income tax at an estimated effective tax rate. Management also reports Adjusted Diluted Earnings Per Share which presents all of the adjustments to net income (loss) attributable to OneWater Marine Inc. noted above on a per share basis.
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.
Net income (loss) attributable to OneWater Marine Inc. is the GAAP measure most directly comparable to Adjusted Net Income 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 Per Share.
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 Board, management team and lenders use Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings 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.
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.
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.
Repurchases under the share repurchase program may be made at any time or from time to time, without prior notice, in the open market or in privately negotiated transactions at prevailing market prices, or such other means as will comply with applicable state and federal securities laws and regulations, including the provisions of the Exchange Act, including Rule 10b5-1 and, to the extent practicable or advisable, Rule 10b-18 thereunder, and consistent with the Company’s contractual limitations and other requirements.
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.
As a result, our ability to make payments under the A&R Credit Facility and any other debt obligations or to declare dividends could be limited. Our cash needs are primarily for debt service, growth through acquisitions and working capital to support our operations, including new and pre-owned boat and related parts inventories and off-season liquidity.
We 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 is the GAAP measure most directly comparable to Adjusted EBITDA.
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.
Years Ended September 30, Description 2024 2023 Change ($ in thousands, except per share data) Net loss attributable to OneWater Marine Inc. $ (5,705) $ (38,592) $ 32,887 Transaction costs 1,530 1,839 (309) Intangible amortization 7,842 13,436 (5,594) Change in fair value of contingent consideration 4,248 (1,604) 5,852 Restructuring and impairment 15,318 147,402 (132,084) Other expense (income), net 14 953 (939) Net income attributable to non-controlling interests of One Water Marine Holdings, LLC (1) (2,606) (14,744) 12,138 Adjustments to income tax expense (2) (6,060) (33,875) 27,815 Adjusted net income attributable to OneWater Marine Inc. 14,581 74,815 (60,234) Net loss per share of Class A common stock - diluted $ (0.39) $ (2.69) $ 2.30 Transaction costs 0.10 0.13 (0.03) Intangible amortization 0.54 0.94 (0.40) Change in fair value of contingent consideration 0.29 (0.11) 0.40 Restructuring and impairment 1.05 10.29 (9.24) Other expense (income), net — 0.07 (0.07) Net income attributable to non-controlling interests of One Water Marine Holdings, LLC (1) (0.18) (1.03) 0.85 Adjustments to income tax expense (2) (0.42) (2.36) 1.94 Adjustment for dilutive shares (3) (0.01) (0.14) 0.13 Adjusted earnings per share of Class A common stock - diluted $ 0.98 $ 5.10 $ (4.12) (1) Represents an allocation of the impact of reconciling items to our non-controlling interest.
Years Ended September 30, Description 2024 2023 Change ($ in thousands, except per share data) Net loss attributable to OneWater Marine Inc. $ (5,705) $ (38,592) $ 32,887 Transaction costs 1,530 1,839 (309) Intangible amortization 7,842 13,436 (5,594) Change in fair value of contingent consideration 4,248 (1,604) 5,852 Restructuring and impairment 15,318 147,402 (132,084) Other expense (income), net 14 953 (939) Net income attributable to non-controlling interests of One Water Marine Holdings, LLC (1) (2,606) (14,744) 12,138 Adjustments to income tax expense (2) (6,060) (33,875) 27,815 Adjusted net income attributable to OneWater Marine Inc. 14,581 74,815 (60,234) Net loss per share of Class A common stock - diluted $ (0.39) $ (2.69) $ 2.30 Transaction costs 0.10 0.13 (0.03) Intangible amortization 0.54 0.94 (0.40) Change in fair value of contingent consideration 0.29 (0.11) 0.40 Restructuring and impairment 1.05 10.29 (9.24) Other expense (income), net — 0.07 (0.07) Net income attributable to non-controlling interests of One Water Marine Holdings, LLC (1) (0.18) (1.03) 0.85 Adjustments to income tax expense (2) (0.42) (2.36) 1.94 Adjustment for dilutive shares (3) (0.01) (0.14) 0.13 Adjusted earnings per share of Class A common stock - diluted $ 0.98 $ 5.10 $ (4.12) (1) Represents an allocation of the impact of reconciling items to our non-controlling interest prior to the Final Redemption.
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.
With the exception of Florida, we generally realize lower sales and higher levels of inventories, and related floor plan borrowings, in the quarterly periods ending December 31 and March 31. Revenue generated from our dealerships in Florida serves to offset generally lower winter revenue in our other states and enables us to maintain a more consistent revenue stream.
In evaluating Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings 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.
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.
Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings Per Share have important limitations as analytical tools and you should not consider Adjusted Net Income Attributable to OneWater Marine Inc. or Adjusted Diluted Earnings Per Share in isolation or as a substitute for analysis of our results as reported under GAAP.
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.
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, inflation, or the extent to which they could adversely affect our operating results.
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.
Each of these adjustments are subsequently adjusted for income tax at an estimated effective tax rate. Management also reports Adjusted Diluted Earnings Per Share which presents all of the adjustments to net income attributable to OneWater Marine Inc. on a per share basis.
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.
We present Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings Per Share because we believe they provide useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP.
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.
Our presentation of Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings Per Share should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
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.
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%.
Borrowings under the A&R Credit Facility bear interest, at our option, at either (a) a base rate (the “Base Rate”) equal to the highest of (i) the prime rate (as announced by Truist Bank from time to time), (ii) the Federal Funds Rate, as in effect from time to time, plus 0.50%, (iii) Term SOFR (as defined in the A&R Credit Facility) for a one-month Interest Period (calculated on a daily basis after taking into account a floor equal to 0.00%) plus 1.00%, and (iv) 1.00%, in each case, plus an applicable margin ranging from 0.75% to 2.50%, or (b) Term SOFR, plus an applicable margin ranging from 1.75% to 3.50%.
There can be no assurance that we will not modify the presentation of Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings Per Share in the future, and any such modification may be material.
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.
Because Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings 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. 60 Table of Contents The following tables present a reconciliation of Adjusted Net Income Attributable to OneWater Marine Inc. to our net income (loss) attributable to OneWater Marine Inc. and Adjusted Diluted Earnings 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.
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. 59 Table of Contents 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.
(2) Represents an adjustment of all reconciling items at an effective tax rate of 23%. (3) Represents an adjustment for shares that are anti-dilutive for GAAP earnings per share but are dilutive for adjusted earnings per share.
(2) Represents an adjustment of all reconciling items at an effective tax rate. (3) Represents an adjustment for shares that are anti-dilutive for GAAP earnings per share but are dilutive for adjusted earnings per share.
(2) Represents an adjustment of all reconciling items at an effective tax rate of 23%. (3) Represents an adjustment for shares that are anti-dilutive for GAAP earnings per share but are dilutive for adjusted earnings per share.
(2) Represents an adjustment of all reconciling items at an effective tax rate. (3) Represents an adjustment for shares that are anti-dilutive for GAAP earnings per share but are dilutive for adjusted earnings per share.
Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings Per Share are not financial measures presented in accordance with 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.
OneWater Inc. intends to account for any amounts payable under the Tax Receivable Agreement in accordance with ASC Topic 450, Contingencies . Off Balance Sheet Arrangements We have no material off balance sheet arrangements. Recent Accounting Pronouncements See Note 3 of the Notes to the Consolidated Financial Statements. 67 Table of Contents
OneWater Inc. intends to account for any amounts payable under the Tax Receivable Agreement in accordance with ASC Topic 450, Contingencies . Off Balance Sheet Arrangements We have no material off balance sheet arrangements. Recent Accounting Pronouncements See Note 3 of the Notes to the Consolidated Financial Statements. 66 Table of Contents
Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings Per Share We view Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings Per Share as important indicators of performance.
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.
The remaining 2022 Acquisitions are partially reflected in our consolidated statements of operations for the year ended September 30, 2022, beginning on the date of acquisition. Dispositions The comparability of our results of operations between the periods discussed below is naturally affected by the dispositions we have completed during such periods.
The remaining 2023 Acquisitions are partially reflected in our consolidated statements of operations for the year ended September 30, 2023, beginning on the date of acquisition. Dispositions The comparability of our results of operations between the periods discussed below is naturally affected by the dispositions we have completed during such periods.
The decrease in Adjusted Diluted Earnings Per Share resulted from the decrease in Adjusted Net Income Attributable to OneWater Marine Inc. 62 Table of Contents Seasonality Our business, along with the entire boating industry, is highly seasonal, and such seasonality varies by geographic market.
The decrease in Adjusted Diluted Earnings Per Share resulted from the decrease in Adjusted Net Income Attributable to OneWater Marine Inc. 61 Table of Contents Seasonality Our business, along with the entire boating industry, is highly seasonal, and such seasonality varies by geographic market.
Goodwill and Other Intangible Assets In accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Others (“ASC 350”), we review goodwill for impairment annually in the fourth fiscal quarter, or more often if events or circumstances indicate that impairment may have occurred.
Goodwill and Other Intangible Assets In accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Others (“ASC 350”), we review goodwill for impairment annually in our fourth fiscal quarter, or more often if events or circumstances indicate that impairment may have occurred.
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, gain (loss) on extinguishment of debt, income tax (benefit) expense, restructuring and impairment, stock-based compensation and transaction costs) that impact the comparability of financial results from period to period.
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.
The following tables present a reconciliation of Adjusted EBITDA to our net (loss) income, which is the most directly comparable GAAP measure for the periods presented. Year Ended September 30, 2024, Compared to Year Ended September 30, 2023.
The following tables present a reconciliation of Adjusted EBITDA to our net income (loss), which is the most directly comparable GAAP measure for the periods presented. Year Ended September 30, 2025, Compared to Year Ended September 30, 2024.
Our actual results could differ materially from those discussed in these forward-looking statements as a result of a variety of risks and uncertainties, including those described in this Form 10-K under “Special Note Regarding Forward-Looking Statements” and “Risk Factors.” In light of these risk, uncertainties and assumptions, the forward-looking events discussed may not occur.
Our actual results could differ materially from those discussed in these forward-looking statements as a result of a variety of risks and uncertainties, including those described in this Annual Report on Form 10-K under “Special Note Regarding Forward-Looking Statements” and “Risk Factors.” In light of these risk, uncertainties and assumptions, the forward-looking events discussed may not occur.
The decrease was primarily attributable to softer demand within the broader recreational marine market, the impact of Hurricane Helene and the impact of the 2023 Dispositions. New Boat Sales New boat sales decreased by $105.4 million, or 8.6%, to $1,118.3 million for the year ended September 30, 2024 from $1,223.7 million for the year ended September 30, 2023.
The decrease was primarily attributable to softer demand within the broader recreational marine market, the impact of Hurricane Helene and the impact of the 2023 Dispositions. 54 Table of Contents New Boat Sales New boat sales decreased by $105.4 million, or 8.6%, to $1,118.3 million for the year ended September 30, 2024 from $1,223.7 million for the year ended September 30, 2023.
Impairment testing requires the assessment of both qualitative and quantitative factors, including, but not limited to whether there has been a significant or adverse change in the business climate that could affect the value of an asset and/or significant or adverse changes in 46 Table of Contents cash flow projections or earnings forecasts.
Impairment testing requires the assessment of both qualitative and quantitative factors, including, but not limited to whether there has been a significant or adverse change in the business climate that could affect the value of an asset and/or significant or adverse changes in cash flow projections or earnings forecasts.
The most critical areas of judgment in applying the acquisition method include selecting the appropriate valuation techniques and assumptions that are used to measure the acquired assets and assumed liabilities at fair value, particularly for inventory, contingent consideration, trade names, developed technologies, including design libraries, and customer relationships.
The most critical areas of judgment in applying the acquisition method include selecting the appropriate valuation techniques and assumptions that are used to measure the acquired assets and assumed liabilities at fair value, particularly for inventory, contingent consideration, trade names, developed technologies and customer relationships.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and related notes appearing elsewhere in this Form 10-K. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance.
The $64.9 million increase in cash provided by investing activities was primarily attributable to a $44.3 million increase in proceeds from disposal of a business and a $23.2 million decrease in cash used in acquisitions for the year ended September 30, 2024 as compared to the year ended September 30, 2023. Financing Activities .
The $64.9 million increase in cash provided by investing activities was primarily attributable to a $44.3 million increase in proceeds from disposal of a business and a $23.2 million decrease in cash used in acquisitions for the year ended September 30, 2024 as compared to the year ended September 30, 2023. 63 Table of Contents Financing Activities .
Our 2024 Acquisition did not impact our results of operations for the years ended September 30, 2023 and 2022. 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.
Our 2024 Acquisition did not impact our results of operations for the year ended September 30, 2023. On October 31, 2023, we exercised our right to acquire the remaining 20% economic interest in Quality Assets and Operations, LLC. Subsequent to the acquisition, the Company now owns 100% of the economic interest in Quality Assets and Operations, LLC.
Factors that management must estimate include, among others, the economic lives of the assets, sales volume, pricing, royalty rates, long-term growth rates, tax rates, capital spending, and customers’ financial condition. The estimates and assumptions used in these tests are evaluated and updated as appropriate.
Factors that management must estimate include, among others, the economic lives of the assets, sales volume, pricing, royalty rates, long-term growth rates, tax rates, and capital spending. The estimates and assumptions used in these tests are evaluated and updated as appropriate.
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. 47 Table of Contents Gross Profit We calculate gross profit as revenue less cost of sales.
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.
This decrease was primarily driven by a decrease in both pre-owned boat sales and pre-owned boat gross profit margin. Pre-owned boat gross profit as a percentage of pre-owned boat revenue was 20.5% for the year ended 52 Table of Contents September 30, 2024 as compared to 22.7% for the year ended September 30, 2023.
This decrease was primarily driven by a decrease in both pre-owned boat sales and pre-owned boat gross profit margin. Pre-owned boat gross profit as a percentage of pre-owned boat revenue was 20.5% for the year ended September 30, 2024 as compared to 22.7% for the year ended September 30, 2023.
We refer to the fiscal year 2023 acquisitions described above collectively as the “2023 Acquisitions.” The 2023 Acquisitions are fully reflected in our consolidated financial statements for the year ended September 30, 2024. Taylor Marine Centers is fully reflected in our consolidated statements of operations for the year ended September 30, 2023.
We refer to the fiscal year 2023 acquisitions described above collectively as the “2023 Acquisitions.” The 2023 Acquisitions are fully reflected in our consolidated financial statements for the years ended September 30, 2025 and 2024. Taylor Marine Centers is fully reflected in our consolidated statements of operations for the year ended September 30, 2023.
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.
OneWater LLC’s subsidiaries are generally restricted from making loans or advances to OneWater LLC. Our Executive Chairman, Philip Austin Singleton, Jr., and our Chief Executive Officer, Anthony Aisquith, provide certain personal guarantees of the Inventory Financing Facility.
We define Adjusted Net Income 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.
We define Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. as net income (loss) attributable to OneWater Marine Inc. before transaction costs, intangible amortization, change in fair value of contingent consideration, restructuring and impairment and other expense (income), all of which are then adjusted for an allocation to the non-controlling interest of OneWater LLC for periods prior to the Final Redemption.
The impairment was largely driven by a decline in the Distribution segment's results as well as a decrease in the Company's market capitalization. 53 Table of Contents Income from Operations Income from operations increased $46.8 million, or 258.8%, to $64.8 million for the year ended September 30, 2024 compared to $18.1 million for the year ended September 30, 2023.
The impairment was largely driven by a decline in the Distribution segment's results as well as a decrease in the Company's market capitalization. Income from Operations Income from operations increased $46.8 million, or 258.8%, to $64.8 million for the year ended September 30, 2024 compared to $18.1 million for the year ended September 30, 2023.
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, gain (loss) on extinguishment of debt, restructuring and impairment, stock-based compensation and transaction costs.
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.
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.
Under the Inventory Financing Facility, among other exceptions, OneWater LLC may make distributions to its members for certain permitted tax payments subject to certain financial ratios, may make scheduled payments on certain subordinated debt, may make distributions to the Company for repurchases of the Company's common stock subject to certain financial ratios, and is permitted to make distributions to OneWater Inc. in an amount sufficient to allow OneWater Inc. to pay its taxes and to make payments under the Tax Receivable Agreement.
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 96 dealerships, 10 distribution centers/warehouses and multiple online marketplaces as of September 30, 2024.
We do not undertake any obligation to publicly update any forward-looking statements, except as otherwise required by applicable law. Overview We believe that we are one of the largest and fastest-growing marine retailers in the United States with 95 dealerships, 9 distribution centers/warehouses and multiple online marketplaces as of September 30, 2025.
Our future results will depend on our ability to efficiently manage our combined operations and execute our business strategy. 50 Table of Contents Results of Operations Year Ended September 30, 2024, Compared to Year Ended September 30, 2023 For the Year Ended September 30, 2024 2023 Description Amount % of Revenue Amount % of Revenue $ Change % Change ($ in thousands) Revenues: New boat $ 1,118,292 63.1 % $ 1,223,691 63.2 % $ (105,399) -8.6 % Pre-owned boat 312,193 17.6 % 334,477 17.3 % (22,284) -6.7 % Finance & insurance income 51,494 2.9 % 56,325 2.9 % (4,831) -8.6 % Service, parts & other 290,651 16.4 % 321,817 16.6 % (31,166) -9.7 % Total revenues 1,772,630 100.0 % 1,936,310 100.0 % (163,680) -8.5 % Gross Profit New boat 196,886 11.1 % 268,469 13.9 % (71,583) -26.7 % Pre-owned boat 64,125 3.6 % 75,953 3.9 % (11,828) -15.6 % Finance & insurance 51,494 2.9 % 56,325 2.9 % (4,831) -8.6 % Service, parts & other 122,558 6.9 % 134,379 6.9 % (11,821) -8.8 % Total gross profit 435,063 24.5 % 535,126 27.6 % (100,063) -18.7 % Selling, general and administrative expenses 332,680 18.8 % 345,524 17.8 % (12,844) -3.7 % Depreciation and amortization 19,401 1.1 % 23,898 1.2 % (4,497) -18.8 % Transaction costs 1,530 0.1 % 1,839 0.1 % (309) -16.8 % Change in fair value of contingent consideration 4,248 0.2 % (1,604) -0.1 % 5,852 -364.8 % Restructuring and impairment 12,386 0.7 % 147,402 7.6 % (135,016) -91.6 % Income from operations 64,818 3.7 % 18,067 0.9 % 46,751 258.8 % Interest expense – floor plan 34,087 1.9 % 25,080 1.3 % 9,007 35.9 % Interest expense – other 37,050 2.1 % 34,557 1.8 % 2,493 7.2 % Loss on extinguishment of debt — — % — — % — 100.0 % Other expense (income), net 14 — % 953 — % (939) -98.5 % Net (loss) income before income tax (benefit) expense (6,333) -0.4 % (42,523) -2.2 % 36,190 -85.1 % Income tax (benefit) expense (157) — % (3,412) -0.2 % 3,255 -95.4 % Net (loss) income (6,176) -0.3 % (39,111) -2.0 % 32,935 -84.2 % Net income attributable to non-controlling interests (119) (3,810) Net loss (income) attributable to non-controlling interests of One Water Marine Holdings, LLC 590 4,329 Net (loss) income attributable to OneWater Marine Inc. $ (5,705) $ (38,592) 51 Table of Contents Revenue Overall, revenue decreased by $163.7 million, or 8.5%, to $1,772.6 million for the year ended September 30, 2024 from $1,936.3 million for the year ended September 30, 2023.
The increase was primarily attributable to the $145.8 million goodwill and intangible asset impairment, partially offset by a $35.1 million increase in income tax benefit for the year ended September 30, 2025 as compared to the year ended September 30, 2024 . 53 Table of Contents Results of Operations Year Ended September 30, 2024, Compared to Year Ended September 30, 2023 For the Year Ended September 30, 2024 2023 Description Amount % of Revenue Amount % of Revenue $ Change % Change ($ in thousands) Revenues: New boat $ 1,118,292 63.1 % $ 1,223,691 63.2 % $ (105,399) -8.6 % Pre-owned boat 312,193 17.6 % 334,477 17.3 % (22,284) -6.7 % Finance & insurance income 51,494 2.9 % 56,325 2.9 % (4,831) -8.6 % Service, parts & other 290,651 16.4 % 321,817 16.6 % (31,166) -9.7 % Total revenues 1,772,630 100.0 % 1,936,310 100.0 % (163,680) -8.5 % Gross Profit New boat 196,886 11.1 % 268,469 13.9 % (71,583) -26.7 % Pre-owned boat 64,125 3.6 % 75,953 3.9 % (11,828) -15.6 % Finance & insurance 51,494 2.9 % 56,325 2.9 % (4,831) -8.6 % Service, parts & other 122,558 6.9 % 134,379 6.9 % (11,821) -8.8 % Total gross profit 435,063 24.5 % 535,126 27.6 % (100,063) -18.7 % Selling, general and administrative expenses 332,680 18.8 % 345,524 17.8 % (12,844) -3.7 % Depreciation and amortization 19,401 1.1 % 23,898 1.2 % (4,497) -18.8 % Transaction costs 1,530 0.1 % 1,839 0.1 % (309) -16.8 % Change in fair value of contingent consideration 4,248 0.2 % (1,604) -0.1 % 5,852 -364.8 % Restructuring and impairment 12,386 0.7 % 147,402 7.6 % (135,016) -91.6 % Income from operations 64,818 3.7 % 18,067 0.9 % 46,751 258.8 % Interest expense – floor plan 34,087 1.9 % 25,080 1.3 % 9,007 35.9 % Interest expense – other 37,050 2.1 % 34,557 1.8 % 2,493 7.2 % Other expense (income), net 14 — % 953 — % (939) -98.5% Net loss before income tax benefit (6,333) -0.4 % (42,523) -2.2 % 36,190 -85.1 % Income tax benefit (157) — % (3,412) -0.2 % 3,255 -95.4 % Net loss (6,176) -0.3 % (39,111) -2.0 % 32,935 -84.2 % Net income attributable to non-controlling interests (119) (3,810) Net loss attributable to non-controlling interests of One Water Marine Holdings, LLC 590 4,329 Net loss attributable to OneWater Marine Inc. $ (5,705) $ (38,592) Revenue Overall, revenue decreased by $163.7 million, or 8.5%, to $1,772.6 million for the year ended September 30, 2024 from $1,936.3 million for the year ended September 30, 2023.
Identifiable intangible assets as a result of the acquisitions we have completed consist of trade names, developed technologies, including design libraries, and customer relationships.
Identifiable intangible assets as a result of the acquisitions we have completed consist of trade names, developed technologies and customer relationships.
Critical Accounting Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingent assets and liabilities, each as of the date of the financial statements, and revenues and expenses during the periods presented.
Critical Accounting Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingent assets and liabilities, each as of the date of the financial statements, and revenues and expenses during the periods presented.
For the years ended September 30, 2024 and 2022, the Company determined that it was more likely than not that the fair value of the goodwill and identifiable intangible assets was greater than its carrying amount, and as a result, no impairment for goodwill and identifiable intangible assets was required.
F or the year ended September 30, 2024 , the Company determined that it was more likely than not that the fair value of the goodwill and identifiable intangible assets was greater than its carrying amount, and as a result, no impairment for goodwill and identifiable intangible assets was required.
The decrease in Adjusted Diluted Earnings Per Share resulted from the decrease in Adjusted Net Income Attributable to OneWater Marine Inc. 61 Table of Contents Year Ended September 30, 2023, Compared to Year Ended September 30, 2022.
The decrease in Adjusted Diluted Earnings Per Share resulted from the decrease in Adjusted Net Income Attributable to OneWater Marine Inc. 60 Table of Contents Year Ended September 30, 2024, Compared to Year Ended September 30, 2023.
As of September 30, 2024 and September 30, 2023, our additional available borrowings under our Inventory Financing Facility were $206.6 million and $61.0 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.
As of September 30, 2025 and September 30, 2024, our additional available borrowings under our Inventory Financing Facility were $175.3 million and $206.6 million, respectively, based upon the outstanding borrowings and the maximum facility amount. The aging of our inventory limits our borrowing capacity as defined curtailments reduce the allowable advance rate as our inventory ages.
The decrease in Adjusted EBITDA resulted from the decrease in gross profit and the increase in interest expense - floor plan, partially offset by the decrease in selling, general and administrative expenses for the year ended September 30, 2024 as compared to the year ended September 30, 2023. 59 Table of Contents Year Ended September 30, 2023, Compared to Year Ended September 30, 2022.
The decrease in Adjusted EBITDA resulted from t he decrease in gross profit and the increase in selling, general, and administrative expenses, partially offset by the decrease in interest expense - floor plan for the year ended September 30, 2025 as compared to the year ended September 30, 2024. 58 Table of Contents Year Ended September 30, 2024, Compared to Year Ended September 30, 2023.
The fair value determination of the trade names and design libraries required management to make significant estimates and assumptions related to future revenues and the selection of the royalty rate and discount rate.
The fair value determination of the trade names and developed technologies required management to make significant estimates and assumptions related to future revenues and the selection of the royalty rate and discount rate.
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.
To the extent OneWater LLC has available cash and subject to the terms of any current or future debt or other agreements, OneWater LLC will make cash distributions to OneWater Inc. in an amount sufficient to allow it to pay its taxes and to make payments under the Tax Receivable Agreement.
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 81 additional dealerships through 29 dealer group acquisitions.
Trends and Other Factors Impacting Our Performance Acquisitions We have been a highly acquisitive company. Since the combination of Singleton Marine and Legendary Marine in 2014, we have acquired 83 additional dealerships through 30 dealer group acquisitions.
We have acquired 12 distribution centers and warehouses through the acquisition of 5 parts and accessories companies. We plan to continue to strategically evaluate and complete acquisitions moving forward. For the years ended September 30, 2024 and 2023, we completed 1 and 3 acquisitions, respectively.
We have acquired 12 distribution centers and warehouses through the acquisition of 5 parts and accessories companies. We plan to continue to strategically evaluate and complete acquisitions moving forward. For each of the years ended September 30, 2025 and 2024 , we completed 1 acquisition during the period.
Unfavorable local, regional, national, or global economic developments or uncertainties, including the adverse economic effects of higher interest rates or inflation, supply chain constraints, or a prolonged economic downturn, could reduce consumer spending and adversely affect our business.
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 44 Table of Contents adversely affect our business.
OneWater Inc. will retain the benefit of the remaining net cash savings. As of September 30, 2024 and September 30, 2023, our liability under the Tax Receivable Agreement was $40.6 million and $43.1 million, respectively.
OneWater Inc. will retain the benefit of the remaining net cash savings. As of September 30, 2025 and 2024 , our liability under the Tax Receivable Agreement was $37.5 million and $40.6 million, respectively.
As of September 30, 2024, the Term Facility was repayable in installments beginning on December 31, 2022, with the remainder due on the earlier of (i) August 9, 2027 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 Term Facility was repayable in installments beginning on December 31, 2022, with the remainder due on the earlier of (i) July 31, 2026 or (ii) the date on which the principal amount of all outstanding term loans have been declared or automatically have become due and payable pursuant to the terms of the A&R Credit Facility.
As of September 30, 2024 and September 30, 2023, the effective interest rate on the outstanding short-term borrowings under the Inventory Financing Facility was 6.6% and 5.7%, respectively.
As of September 30, 2025 and September 30, 2024, the effective interest rate on the outstanding short-term borrowings under the Inventory Financing Facility was 6.2% and 6.6%, respectively.
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.
While we have opportunistically opened new dealerships in select markets, or launched additional parts and accessory products, we believe that it is generally more effective economically and operationally to acquire existing businesses with experienced staff and established reputations. We report our operations through two reportable segments: Dealerships and Distribution.
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 $0.3 million, or 0.6%, to $56.3 million for the year ended September 30, 2023 from $56.0 million for the year ended September 30, 2022.
Finance & Insurance Income We generate revenue from arranging finance & insurance products, including financing, insurance and extended warranty contracts, to customers through various third-party financial institutions and insurance companies. Finance & insurance income increased by $3.5 million, or 6.7%, to $55.0 million for the year ended September 30, 2025 from $51.5 million for the year ended September 30, 2024.
These assessments require management to make judgements, assumptions and estimates regarding the macroeconomic and industry conditions, our financial performance, and other factors and are often interdependent; therefore, they do not change in isolation.
These assessments require management to make judgments, assumptions and estimates 45 Table of Contents regarding macroeconomic and industry conditions, our financial performance, and other factors and are often interdependent; therefore, they do not change in isolation.
While we do not expect significant dispositions in the future, any such dispositions may impact the comparability of our future results of operations to our historical results. Fiscal Year 2023 Dispositions • Effective September 30, 2023, we sold Roscioli Yachting Center, a full-service marine and yachting facility located in Florida, including the related real estate and in-water slips.
Future dispositions, if any, may impact the comparability of our future results of operations to our historical results. 48 Table of Contents Fiscal Year 2023 Dispositions • Effective September 30, 2023, we sold Roscioli Yachting Center, a full-service marine and yachting facility located in Florida, including the related real estate and in-water slips.
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.
We believe we will otherwise have adequate cash flow from operations, borrowings under our Credit Facilities, and proceeds from any future public or private issuances of debt or equity to fund our current operations, make other required debt repayments and to fund essential capital expenditures and acquisitions for the next twelve months and beyond.
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.
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.
Although non-boat sales contributed approximately 19.3%, 19.5% and 17.8% to revenue in fiscal years 2024, 2023 and 2022, respectively, due to the higher gross margin on these product and service lines, non-boat sales contributed 40.0%, 35.6% and 30.1% to gross profit in fiscal years 2024, 2023 and 2022, respectively.
Although non-boat sales contributed approximately 18.7%, 19.3% and 19.5% to revenue in fiscal years 2025, 2024 and 2023, respectively, due to the higher gross margin on these product and service lines, non-boat sales contributed 41.7%, 40.0% and 35.6% to gross profit in fiscal years 2025, 2024 and 2023, respectively.
Finance & Insurance Gross Profit Finance & insurance gross profit decreased by $4.8 million, or 8.6%, to $51.5 million for the year ended September 30, 2024 from $56.3 million for the year ended September 30, 2023. Finance & insurance income is fee-based revenue for which we do not recognize incremental cost of sales.
Finance & insurance income is fee-based revenue for which we do not recognize incremental cost of sales. Service, Parts & Other Gross Profit Service, parts & other gross profit decreased by $11.8 million, or 8.8%, to $122.6 million for the year ended September 30, 2024 from $134.4 million for the year ended September 30, 2023.
Year Ended September 30, 2024, Compared to Year Ended September 30, 2023.
Year Ended September 30, 2025, Compared to Year Ended September 30, 2024.
The decrease in Adjusted Net Income Attributable to OneWater Marine Inc. resulted from the decrease in gross profit, the increase in selling, general and administrative expenses and the increases in interest expense - floor plan and interest expense - other, all partially offset by the decrease in income tax expense for the year ended September 30, 2023, each as compared to the year ended September 30, 2022.
The decrease in Adjusted Net Income Attributable to OneWater Marine Inc. resulted from the decrease in gross profit, the increase in selling, general, and administrative expenses, and the increase in depreciation, partially offset by the decrease in interest expense - floor plan for the year ended September 30, 2025 as compared to the year ended September 30, 2024.
The decrease in Adjusted EBITDA resulted from the decrease in gross profit, the increase in selling, general and administrative expenses and the increase in interest expense - floor plan for the year ended September 30, 2023 as compared to the year ended September 30, 2022.
The decrease in Adjusted EBITDA resulted from the decrease in gross profit and the increase in interest expense - floor plan, partially offset by the decrease in selling, general and administrative expenses fo r the year ended September 30, 2024 as compared to the year ended September 30, 2023.
As of September 30, 2024 and September 30, 2023, our indebtedness associated with financing our inventory under the Inventory Financing Facility totaled $443.4 million and $489.0 million, respectively.
As of September 30, 2025 and September 30, 2024, our indebtedness associated with financing our inventory under the Inventory Financing Facility totaled $419.7 million and $443.4 million, respectively.
With the expansion of our Distribution segment, we look to acquire parts and accessories 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.
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.
Finance & Insurance Gross Profit Finance & insurance gross profit increased by $0.3 million, or 0.6%, to $56.3 million for the year ended September 30, 2023 from $56.0 million for the year ended September 30, 2022. Finance & insurance income is fee-based revenue for which we do not recognize incremental cost of sales.
Finance & insurance income is fee-based revenue for which we do not recognize incremental cost of sales. Service, Parts & Other Gross Profit Service, parts & other gross profit increased by $0.7 million, or 0.6%, to $123.3 million for the year ended September 30, 2025 from $122.6 million for the year ended September 30, 2024.
As of September 30, 2024 , we had $2.6 million outstanding under the commercial vehicles notes payable. 66 Table of Contents Contractual Obligations The table below provides estimates of the timing of future payments that we are contractually obligated to make based on agreements in place at September 30, 2024 .
As of September 30, 2025 , we had $1.5 million outstanding under the commercial vehicles notes payable. 65 Table of Contents Contractual Obligations The table below provides estimates of the timing of future payments that we are contractually obligated to make based on agreements in place at September 30, 2025, except as otherwise subsequently amended as noted .

… 136 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+0 added−0 removed5 unchanged
Biggest changeBased on the portion of the outstanding balance under the Inventory Financing Facility that is not covered by interest rate swaps of $243.4 million as of September 30, 2024 , a change of 100 basis points in the underlying interest rate would cause a change in interest expense of approximately $2.4 million.
Biggest changeBased on the portion of the outstanding balance under the Inventory Financing Facility that is not covered by interest rate swaps of $219.7 million as of September 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.
The following table provides information regarding our interest rate swaps as of September 30, 2024: 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.
The following table provides information regarding our interest rate swaps as of September 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.
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 September 30, 2024 we had two interest rate swap agreements with a combined notional principal amount of $400.0 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 September 30, 2025, we had two interest rate swap agreements with a combined notional principal amount of $400.0 million .
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. 68 Table of Contents
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. 67 Table of Contents
Based on the portion of the outstanding balance that is not covered by interest rate swaps of $226.6 million as of September 30, 2024 , a change of 100 basis points in the underlying interest rate would cause a change in interest expense of approximately $2.3 million.
Based on the portion of the outstanding balance that is not covered by interest rate swaps of $214.4 million as of September 30, 2025 , a change of 100 basis points in the underlying interest rate would cause a change in interest expense of approximately $2.1 million.

Other ONEW 10-K year-over-year comparisons