OneWater Marine Inc.
08/01/2025 | Press release | Distributed by Public on 08/01/2025 15:07
Quarterly Report for Quarter Ending June 30, 2025 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Unless the context requires otherwise, references in this report to the "Company," "we," "us," and "our" refer to OneWater Marine Inc. and its consolidated subsidiaries. The following discussion and analysis should be read in conjunction with the accompanying financial statements and related notes. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those factors discussed above in "Cautionary Statement Regarding Forward-Looking Statements", below in "Risk Factors" and described under the heading "Risk Factors" included in our Annual Report on Form 10-K for the year ended September 30, 2024, filed with the SEC on December 10, 2024,all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.
Overview
We believe that we are one of the largest and fastest-growing marine retailers in the United States with 97dealerships, 9distribution centers/warehouses and multiple online marketplaces as of June 30, 2025. Our dealer groups are located within highly attractive markets throughout the Southeast, Gulf Coast, Mid-Atlantic and Northeast, many of which are in the top twenty states for marine retail expenditures. We believe that we are a market leader by volume in sales of premium boats in many of the markets in which we operate. In addition to boat sales, we also generate sales from related products including finance & insurance and service, parts & other sales. The acquisitions of T-H Marine Supplies, LLC ("T-H Marine") and Ocean Bio-Chem, LLC (f/k/a Ocean Bio-Chem, Inc. ("Ocean Bio-Chem")) significantly expanded our sales of marine parts and accessories. The combination of our significant scale, diverse inventory, access to premium boat brands, access to a broad array of parts and accessories, and meaningful brand equity enables us to provide a consistently professional experience as reflected in the number of our repeat customers and Dealership same-store sales growth.
We report our operations through two reportable segments: Dealerships and Distribution.
As of June 30, 2025, the Dealerships segment includes operations of 97dealerships in 17 states including Florida, Texas, Alabama and Georgia, among others, and represents 93% of revenues for the three and nine months ended June 30, 2025. The Dealerships segment engages in the sale of new and pre-owned boats, arranges financing and insurance products, performs repairs and maintenance services, offers marine-related parts and accessories and offers slip and storage accommodations in certain locations. In fiscal year 2024, we sold over 9,500 new and pre-owned boats, many of which were sold to customers who had a trade-in or with whom we otherwise had established relationships. The combination of our significant scale, diverse inventory and revenue streams, access to premium boat brands and meaningful brand equity enables us to provide a consistently professional experience as reflected by the number of our repeat customers and Dealership same-store sales growth.
As of June 30, 2025, the Distribution segment includes the activity of three of our fully-owned businesses, Central Assets & Operations, LLC d/b/a PartsVu, Ocean Bio-Chem and its subsidiaries and T-H Marine and its subsidiaries, which together operate 9distribution centers/warehouses in Alabama, Florida, Oklahoma, and Indiana and represents 7% of revenues for the three and nine months ended June 30, 2025. The Distribution segment engages in the manufacturing, assembly and distribution of primarily marine-related products for sale to distributors, big box retailers, online retailers and direct to consumers. We offer a wide array of branded parts and accessories including jack plates, rigging parts, plumbing components, LED lighting, storage systems, and appearance, cleaning, and maintenance products for the marine and ancillary industries. All revenue for the Distribution segment is reported in service, parts & other in our consolidated statements of operations.
We were formed in 2014 as OneWater LLC through the combination of Singleton Marine and Legendary Marine, which created a marine retail platform that collectively owned and operated 19 dealerships. Since the combination in 2014, we have acquired a total of 82 additional dealerships, 12 distribution centers/warehouses and multiple online marketplaces through 35 acquisitions. Our current portfolio as of June 30, 2025consists of multiple brands which are recognized on a local, regional or national basis. Because of this, we believe we are one of the largest and fastest-growing marine retailers in the United States based on number of dealerships and total boats sold. While we have opportunistically opened new dealerships in select markets, or launched additional parts and accessory products, we believe that it is generally more effective economically and operationally to acquire existing businesses with experienced staff and established reputations.
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The boat dealership market is highly fragmented and is comprised of approximately 4,000 dealerships nationwide. Most competing boat retailers are operated by local business owners who own three or fewer stores; however, we do have other large competitors. Despite our size, we comprise less than 4% of total industry sales. Our scale and business model allow us to leverage our extensive inventory to provide consumers with the ability to find a boat that matches their preferences (e.g., make, model, color, configuration and other options) and to deliver the boat within days while providing a personalized sales experience. In addition to boat sales, we also generate sales from related products including finance & insurance and service, parts & other sales. The addition of our Distribution segment has significantly expanded our sales of marine parts and accessories. Our strategic growth in this area is also expected to materially expand our addressable market in the parts and accessories business. We are able to operate with a comparatively higher degree of profitability than other independent retailers because we allocate support resources across our broader base, focus on high margin service, parts and accessories, utilize floor plan financing and provide core back-office functions on a scale that many independent retailers are unable to match. We seek to be the leading marine retailer by total market share within each boating market and within the product segments in which we participate. To the extent that we are not, we will evaluate acquiring other local retailers in order to increase our sales, to add additional brands or to provide us with additional high-quality personnel.
Trends and Other Factors Impacting Our Performance
Acquisitions
We are a highly acquisitive company. Since the combination of Singleton Marine and Legendary Marine in 2014, we have acquired 82 additional dealerships through 30 dealer group acquisitions. Our team remains focused on expanding our dealership growth in regions with strong boating cultures, enhancing the customer experience and generating value for our shareholders. In addition to dealership acquisitions, the Company has strategically acquired parts and accessories companies as part of our growth and diversification strategy. We have acquired 12 distribution centers and warehouses through the acquisition of 5 parts and accessories companies. We plan to continue to strategically evaluate and complete acquisitions moving forward.
We have an extensive acquisition track record within the retail marine industry and believe we have developed a reputation for treating sellers and their staff in an honest and fair manner. We typically retain the management team and name of the acquired group. We believe this practice preserves customer relationships and goodwill in the local marketplace. We believe our reputation and scale have positioned us as a buyer of choice for marine retailers who want to sell their businesses. Our strategy is to acquire dealerships at attractive EBITDA multiples and then grow same-store sales while benefiting from cost-reducing synergies. Historically, we have typically acquired dealerships for less than 4.0x EBITDA on a trailing twelve-month basis and believe that we will be able to continue to make attractive acquisitions within this range. With the expansion of our Distribution segment, we may look to acquire additional parts and accessories manufacturing and distribution companies. Historically, we have acquired manufacturing and distribution companies within a range of 5.0x - 10.0x EBITDA on a trailing twelve-month basis, depending on the size of the business.
General Economic Conditions
General economic conditions and consumer spending patterns can negatively impact our operating results. Unfavorable local, regional, national, or global economic developments or uncertainties, including the adverse economic effects of higher interest rates or inflation, increases to tariff or duty rates, supply chain constraints, or a prolonged economic downturn, could reduce consumer spending and adversely affect our business. Consumer spending on discretionary goods may also decline as a result of lower consumer confidence levels, higher interest rates or higher fuel costs, even if prevailing economic conditions are otherwise favorable. The imposition of tariffs on foreign goods and services, as well as any retaliatory tariffs on U.S. goods and services, could increase the price of supplies and materials we rely on to conduct our business, and, thus, negatively impact our operating results. Economic conditions in areas in which we operate dealerships, particularly in the Southeast, can have a major impact on our overall results of operations. Local influences, such as corporate downsizing, inclement weather such as hurricanes, tornadoes, and other storms, environmental conditions, and global public health concerns and events have and could adversely affect our operations in certain markets and in certain periods. Any extended period of adverse economic conditions or low consumer confidence is likely to have a negative effect on our business.
Our business was significantly impacted during the recessionary period that began in 2007. This period of weakness in consumer spending and depressed economic conditions had a substantial negative effect on our operating results. In response to these conditions we reduced our inventory purchases, closed certain dealerships and reduced headcount. Additionally, in an effort to counteract the downturn, we increased our focus on pre-owned sales, parts and repair services, and finance & insurance services. As a result, we surpassed our pre-recession sales levels in less than 24 months. While we believe the measures we took significantly reduced the impact of the downturn on the business, we cannot guarantee similar results in the event of a future downturn. Additionally, we cannot predict the timing or length of unfavorable economic or industry conditions, including a downturn as a result of a global health crisis, rising interest rates, tariffs, inflation, or the extent to which they could adversely affect our operating results.
Although past economic conditions have adversely affected our operating results, we believe we are capable of responding in a manner that allows us to substantially outperform the industry and gain market share. We believe our ability to capture such market share enables us to align our retail strategies with the desires of customers. We expect our core strengths, including retail and acquisition strategies, will allow us to capitalize on growth opportunities as they occur, despite market conditions.
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Critical Accounting Estimates
There have been no material changes in our critical accounting policies and estimates from the information provided in the Company's Annual Report for the fiscal year ended September 30, 2024.
How We Evaluate Our Operations
Revenue
We have a diversified revenue profile that is comprised of new boat sales, pre-owned boat sales, finance & insurance products, repair and maintenance services, and parts and accessories sales. During different phases of the economic cycle, consumer behavior may shift away from new boats; however, we are well-positioned to generate revenue from pre-owned boats, repair and maintenance services, and parts and accessories, which have all historically increased during periods of economic uncertainty. We generate pre-owned sales from boats traded-in for new and pre-owned boats, boats purchased from customers, brokerage transactions, consignment sales and wholesale sales. We continue to focus on all aspects of our business including non-boat sales of finance & insurance products, repair and maintenance services, and parts and accessories. Although non-boat sales contributed approximately 18.2% and 18.9% to revenue in the three months ended June 30, 2025 and 2024, respectively, and 18.1% and 18.2% to revenues in the nine months ended June 30, 2025 and 2024, respectively, due to the higher gross margin on these product and service lines, non-boat sales contributed 42.1% and 40.4% to gross profit in the three months ended June 30, 2025 and 2024, respectively, and 41.6% and 38.6% to gross profit in the nine months ended June 30, 2025 and 2024, respectively. We have also diversified our business across geographies, dealership types (e.g., fresh water and salt water), and product offerings (e.g., focus on parts and accessories businesses through our Distribution segment) in order to reduce the effects of seasonality and cyclicality of our business. In addition to seasonality, revenue and operating results may be significantly affected by quarter-to-quarter changes in economic conditions, manufacturer incentive programs, adverse weather conditions and other developments outside of our control.
Gross Profit
We calculate gross profit as revenue less cost of sales. Cost of sales consists of actual amounts paid for products, costs of services (primarily labor), transportation costs from manufacturers to our dealerships and vendor consideration. Gross profit excludes the majority of our depreciation and amortization, which is presented separately in our consolidated statements of operations.
Gross Profit Margin
Our overall gross profit margin varies with our revenue mix. Sales of new and pre-owned boats, which have comparable margins, generally result in a lower gross profit margin than our non-boat sales. As a result, when revenue from non-boat sales increases as a percentage of total revenue, we expect our overall gross profit margin to increase.
Selling, General and Administrative Expenses
Selling, general and administrative expenses consist primarily of base salaries and incentive-based compensation, advertising, rent, insurance, utilities, and other customary operating expenses. A portion of our cost structure is variable (such as sales commissions and incentive compensation), or controllable (such as advertising), which we believe allows us to adapt to changes in the retail environment over the long term. We typically evaluate our variable expenses, selling expenses and all other selling, general and administrative expenses in the aggregate as a percentage of total revenue.
Dealership Same-Store Sales
We assess the organic growth of our Dealership segment revenue on a same-store basis. We believe that our assessment on a same-store basis represents an important indicator of comparative financial results and provides relevant information to assess our performance. New and acquired dealerships become eligible for inclusion in the comparable dealership base at the end of the dealership's thirteenth month of operations under our ownership and revenues are only included for identical months in the same-store base periods. Dealerships relocated within an existing market remain in the comparable dealership base for all periods. Additionally, amounts related to closed dealerships are excluded from each comparative base period. Because Dealership same-store sales may be defined differently by other companies in our industry, our definition of this measure may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.
Adjusted EBITDA
We define Adjusted EBITDA as net income (loss) before interest expense - other, income tax (benefit) expense, depreciation and amortization and other (income) expense, further adjusted to eliminate the effects of items such as the change in fair value of contingent consideration, transaction costs, stock-based compensation and restructuring and impairment. See ''-Comparison of Non-GAAP Financial Measures'' for more information and a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP.
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Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share
We define Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. as net income (loss) attributable to OneWater Marine Inc. before transaction costs, intangible amortization, change in fair value of contingent consideration, restructuring and impairment and other (income) expense, all of which are then adjusted for an allocation to the non-controlling interest of OneWater LLC. Each of these adjustments are subsequently adjusted for income tax at an estimated effective tax rate. Management also reports Adjusted Diluted Earnings (Loss) Per Share which presents all of the adjustments to net income (loss) attributable to OneWater Marine Inc. on a per share basis. See ''-Comparison of Non-GAAP Financial Measures'' for more information and a reconciliation of Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share to net income (loss) and net earnings (loss) per share, respectively, the most directly comparable financial measures calculated and presented in accordance with GAAP.
Summary of Acquisitions
Acquisitions
The comparability of our results of operations between the periods discussed below is naturally affected by the acquisitions we have completed during such periods. We are also continuously evaluating and pursuing acquisitions on an ongoing basis, and such acquisitions, if completed, will continue to impact the comparability of our financial results. While we expect continued growth and strategic acquisitions in the future, our acquisitions may have materially different characteristics than our historical results, and such differences in economics may impact the comparability of our future results of operations to our historical results.
Fiscal 2025 Year-to-date Acquisitions
•Effective February 1, 2025, we acquired certain assets of American Yacht Group, a full service marine retailer with two locations in Florida
The acquisition of certain assets of American Yacht Group is fully reflected in our unaudited condensed consolidated statements of operations for the three months ended June 30, 2025 and partially reflected in our unaudited condensed consolidated statements of operations for the nine months ended June 30, 2025.
Fiscal Year 2024 Acquisitions
•Effective May 1, 2024, we acquired Garden State Yacht Sales, a full service marine retailer located in New Jersey
The acquisition of Garden State Yacht Sales is partially reflected in our unaudited condensed consolidated statements of operations for the three and nine months ended June 30, 2024.
On October 31, 2023, weexercised our right to acquire the remaining 20% economic interest in Quality Assets and Operations, LLC. Subsequent to the acquisition, the Company now owns 100% of the economic interest in Quality Assets and Operations, LLC.
Other Factors Affecting Comparability of Our Future Results of Operations to Our Historical Results of Operations
Our historical financial results discussed below may not be comparable to our future financial results. As we further implement controls, processes and infrastructure applicable to companies with publicly traded equity securities, including the integration of acquired companies, it is likely that we will incur additional selling, general, and administrative expenses relative to historical periods. Additionally, from time to time, we may consider expanding or cancelling certain dealer agreements which could impact our future revenues and gross profit. Our future results will depend on our ability to efficiently manage our combined operations and execute our business strategy.
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Results of Operations
Three Months Ended June 30, 2025, Compared to Three Months Ended June 30, 2024
| For the Three Months Ended June 30, 2025 | For the Three Months Ended June 30, 2024 | $ Change | % Change | |||||||||||||||||||||||||||||||||||
| ($ in thousands) | Amount | % of Revenue | Amount | % of Revenue | ||||||||||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||||||||||||||
| New boat | $ | 326,134 | 59.0 | % | $ | 333,162 | 61.4 | % | $ | (7,028) | -2.1 | % | ||||||||||||||||||||||||||
| Pre-owned boat | 125,941 | 22.8 | % | 106,889 | 19.7 | % | 19,052 | 17.8 | % | |||||||||||||||||||||||||||||
| Finance & insurance income | 17,782 | 3.2 | % | 17,932 | 3.3 | % | (150) | -0.8 | % | |||||||||||||||||||||||||||||
| Service, parts & other | 83,007 | 15.0 | % | 84,458 | 15.6 | % | (1,451) | -1.7 | % | |||||||||||||||||||||||||||||
| Total revenues | 552,864 | 100.0 | % | 542,441 | 100.0 | % | 10,423 | 1.9 | % | |||||||||||||||||||||||||||||
| Gross Profit | ||||||||||||||||||||||||||||||||||||||
| New boat | 51,950 | 9.4 | % | 56,722 | 10.5 | % | (4,772) | -8.4 | % | |||||||||||||||||||||||||||||
| Pre-owned boat | 22,535 | 4.1 | % | 22,263 | 4.1 | % | 272 | 1.2 | % | |||||||||||||||||||||||||||||
| Finance & insurance | 17,782 | 3.2 | % | 17,932 | 3.3 | % | (150) | -0.8 | % | |||||||||||||||||||||||||||||
| Service, parts & other | 36,396 | 6.6 | % | 35,688 | 6.6 | % | 708 | 2.0 | % | |||||||||||||||||||||||||||||
| Total gross profit | 128,663 | 23.3 | % | 132,605 | 24.4 | % | (3,942) | -3.0 | % | |||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 92,138 | 16.7 | % | 87,059 | 16.0 | % | 5,079 | 5.8 | % | |||||||||||||||||||||||||||||
| Depreciation and amortization | 5,593 | 1.0 | % | 5,091 | 0.9 | % | 502 | 9.9 | % | |||||||||||||||||||||||||||||
| Transaction costs | 175 | - | % | 242 | - | % | (67) | -27.7 | % | |||||||||||||||||||||||||||||
| Change in fair value of contingent consideration | 144 | - | % | 214 | - | % | (70) | -32.7 | % | |||||||||||||||||||||||||||||
| Restructuring and impairment | 234 | - | % | - | - | % | 234 | 100.0 | % | |||||||||||||||||||||||||||||
| Income from operations | 30,379 | 5.5 | % | 39,999 | 7.4 | % | (9,620) | -24.1 | % | |||||||||||||||||||||||||||||
| Interest expense - floor plan | 7,340 | 1.3 | % | 9,290 | 1.7 | % | (1,950) | -21.0 | % | |||||||||||||||||||||||||||||
| Interest expense - other | 9,041 | 1.6 | % | 9,008 | 1.7 | % | 33 | 0.4 | % | |||||||||||||||||||||||||||||
| Other (income) expense, net | (224) | - | % | (1,357) | -0.3 | % | 1,133 | -83.5 | % | |||||||||||||||||||||||||||||
| Net income before income tax expense | 14,222 | 2.6 | % | 23,058 | 4.3 | % | (8,836) | -38.3 | % | |||||||||||||||||||||||||||||
| Income tax expense | 3,507 | 0.6 | % | 6,344 | 1.2 | % | (2,837) | -44.7 | % | |||||||||||||||||||||||||||||
| Net income | 10,715 | 1.9 | % | 16,714 | 3.1 | % | (5,999) | -35.9 | % | |||||||||||||||||||||||||||||
| Net (income) attributable to non-controlling interests | - | - | ||||||||||||||||||||||||||||||||||||
| Net (income) attributable to non-controlling interests of One Water Marine Holdings, LLC | - | (2,031) | ||||||||||||||||||||||||||||||||||||
| Net income attributable to OneWater Marine Inc. | $ | 10,715 | $ | 14,683 | ||||||||||||||||||||||||||||||||||
Revenue
Overall, revenue increased by $10.4 million, or 1.9%, to $552.9 million for the three months ended June 30, 2025 from $542.4 million for the three months ended June 30, 2024. Revenue increased due to an increase in average sales price for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Overall, the revenue increase was attributable to a $19.1 million increase in pre-owned boatsales, partially offset by a $7.0 million decrease in new boat sales and a $1.5 million decrease in service, parts & other sales for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
New Boat Sales
New boat sales decreased by $7.0 million, or 2.1%, to $326.1 million for the three months ended June 30, 2025 from $333.2 million for the three months ended June 30, 2024. The decrease was primarily attributable to the decrease in the unit sales, partially offset by an increase in average sales price.
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Pre-owned Boat Sales
Pre-owned boat sales increased by $19.1 million, or 17.8%, to $125.9 million for the three months ended June 30, 2025 from $106.9 million for the three months ended June 30, 2024. We sell a wide range of brands and sizes of pre-owned boats under different types of sales arrangements (e.g., trade-ins, brokerage, consigned and wholesale), which causes periodic and seasonal fluctuations in the average sales price. The increase in pre-owned boat sales was primarily attributable to the increase in both units sold and average unit price due to an increase in customer trade-ins amid improving availability in the pre-owned market.
Finance & Insurance Income
We generate revenue from arranging finance & insurance products, including financing, insurance and extended warranty contracts, to customers through various third-party financial institutions and insurance companies. Finance & insurance income remained flat at $17.8 million for the three months ended June 30, 2025 compared to $17.9 million for the three months ended June 30, 2024. We remain very focused on improving sales of finance & insurance products throughout our dealer network and implementing best practices at acquired dealer groups and existing dealerships. Finance & insurance income is recorded net of related fees, including fees charged back due to any early cancellation of loan or insurance contracts by a customer. Since finance & insurance income is fee-based, we do not incur any related cost of sale.
Service, Parts & Other Sales
Service, parts & other sales decreased by $1.5 million, or 1.7%, to $83.0 million for the three months ended June 30, 2025 from $84.5 million for the three months ended June 30, 2024. The decrease in service, parts & other sales is primarily due to lower production levels from boat manufacturers impacting our Distribution segment, partially offset by increases in our Dealership segment. Revenues for the Distribution segment are reported in service, parts & other sales and totaled $39.6 million and $44.8 million for the three months ended June 30, 2025 and 2024, respectively.
Gross Profit
Overall, gross profit decreased by $3.9 million, or 3.0%, to $128.7 million for the three months ended June 30, 2025 from $132.6 million for the three months ended June 30, 2024. This decrease was primarily due to new boat pricing, including the impact of select brands the Company is exiting. Overall gross margin decreased 110 basis points to 23.3% for the three months ended June 30, 2025 from 24.4% for the three months ended June 30, 2024 due to the factors noted below.
New Boat Gross Profit
New boat gross profit decreased by $4.8 million, or 8.4%, to $52.0 million for the three months ended June 30, 2025 from $56.7 million for the three months ended June 30, 2024. This decrease was due to the decrease in new boat revenues and gross profit margins. New boat gross profit margin was 15.9% for the three months ended June 30, 2025 as compared to 17.0% in the three months ended June 30, 2024. The decrease was primarily due to new boat pricing, including the impact of select brands the Company is exiting.
Pre-owned Boat Gross Profit
Pre-owned boat gross profit increased by $0.3 million, or 1.2%, to $22.5 million for the three months ended June 30, 2025 from $22.3 million for the three months ended June 30, 2024. Pre-owned boat gross profit margin was 17.9% and 20.8% for the three months ended June 30, 2025 and 2024, respectively. The decrease in gross profit margin was primarily due to strategic pricing to drive sales growth and maintain a healthy level of inventory. The decrease in pre-owned boat gross profit margin was offset by the increase in pre-owned boat units sold and average unit price.
Finance & Insurance Gross Profit
Finance & insurance gross profit remained relatively flat at $17.8 million for the three months ended June 30, 2025 compared to $17.9 million for the three months ended June 30, 2024. Finance & insurance income is fee-based revenue for which we do not recognize incremental cost of sales.
Service, Parts & Other Gross Profit
Service, parts & other gross profit increased by $0.7 million, or 2.0%, to $36.4 million for the three months ended June 30, 2025from $35.7 million for the three months ended June 30, 2024. The increase in gross profit was primarily the result of the increase in service, parts & other gross profit margin. Service, parts & other gross profit margin was 43.8% and 42.3% for the three months ended June 30, 2025and 2024, respectively. The increase in gross profit margin was primarily due to a shift in mix towards service which has a higher margin profile.
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Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $5.1 million, or 5.8%, to $92.1 million for the three months ended June 30, 2025 from $87.1 million for the three months ended June 30, 2024. This increase was primarily driven by increased expenses to drive our same-store sales results and inflationary costs related to administrative and fixed expenses. Selling, general and administrative expenses as a percentage of revenue increased to 16.7% from 16.0% for the three months ended June 30, 2025 and 2024, respectively.
Depreciation and Amortization
Depreciation and amortization expense increased $0.5 million, or 9.9%, to $5.6 million for the three months ended June 30, 2025 compared to $5.1 million for the three months ended June 30, 2024. The increase in depreciation and amortization expense for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 was primarily attributable to an increase in intangible assets and property and equipment to support operations.
Transaction Costs
Transaction costs remained flat at $0.2 million for the three months ended June 30, 2025 and 2024.
Change in Fair Value of Contingent Consideration
During the three months ended June 30, 2025, we recognized a charge of $0.1 million related to accretion of contingent consideration liabilities. During the three months ended June 30, 2024, we recognized a charge of $0.2 million related to accretion of contingent consideration liabilities.
Restructuring and Impairment
During the three months ended June 30, 2025, we recognized a loss of $0.7 million related to various restructuring activities, of which $0.2 million was recorded in restructuring and impairment and $0.5 million was recorded in new boat cost of sales in the unaudited consolidated statement of operations. No charges related to restructuring activities were recorded during the three months ended June 30, 2024.
Income from Operations
Income from operations decreased $9.6 million, or 24.1%, to $30.4 million for the three months ended June 30, 2025 compared to $40.0 million for the three months ended June 30, 2024. The decrease was primarily attributable to the $3.9 million decrease in gross profit and $5.1 million increase in selling, general and administrative expenses for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.
Interest Expense - Floor Plan
Interest expense - floor plan decreased $2.0 million, or 21.0%, to $7.3 million for the three months ended June 30, 2025 compared to $9.3 million for the three months ended June 30, 2024. Floor plan related interest expense decreased primarily due to a decrease in average floor plan borrowings for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, as well as the impact of our interest rate swaps for the three months ended June 30, 2025.
Interest Expense - Other
Interest expense - other remained flat at $9.0 million for the three months ended June 30, 2025 and 2024 which is a result of the consistent average outstanding balance under the A&R Credit Facility for the three months ended June 30, 2025 and 2024.
Other (Income) Expense, Net
Other (income) expense, netdecreased by $1.1 million, or 83.5%, to $0.2 million of income for the three months ended June 30, 2025 compared to $1.4 million of income for the three months ended June 30, 2024. The decrease was primarily related to tornado related insurance proceeds during the three months ended June 30, 2024.
Income Tax Expense
Income tax expense decreased by $2.8 million, or 44.7%, to $3.5 million for the three months ended June 30, 2025 compared to $6.3 million for the three months ended June 30, 2024. The decrease was primarily attributable to the 38.3% decrease in income before income tax expense for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.
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Net Income
Net incomedecreased by $6.0 million to $10.7 million for the three months ended June 30, 2025 compared to $16.7 million for the three months ended June 30, 2024. The decrease was primarily attributable to the $9.6 million decrease in income from operations and the $1.1 million decrease in other (income) expense, net, partially offset by the $2.0 million decrease in interest expense - floor plan and the $2.8 million decrease in income tax expense for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
Results of Operations
Nine Months Ended June 30, 2025, Compared to Nine Months Ended June 30, 2024
| For the Nine Months Ended June 30, 2025 | For the Nine Months Ended June 30, 2024 | $ Change | % Change | |||||||||||||||||||||||||||||||||||
| ($ in thousands) | Amount | % of Revenue | Amount | % of Revenue | ||||||||||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||||||||||||||
| New boat | $ | 883,631 | 62.6 | % | $ | 901,552 | 64.6 | % | $ | (17,921) | -2.0 | % | ||||||||||||||||||||||||||
| Pre-owned boat | 272,467 | 19.3 | % | 238,820 | 17.1 | % | 33,647 | 14.1 | % | |||||||||||||||||||||||||||||
| Finance & insurance income | 42,185 | 3.0 | % | 40,022 | 2.9 | % | 2,163 | 5.4 | % | |||||||||||||||||||||||||||||
| Service, parts & other | 213,916 | 15.1 | % | 214,381 | 15.4 | % | (465) | -0.2 | % | |||||||||||||||||||||||||||||
| Total revenues | 1,412,199 | 100.0 | % | 1,394,775 | 100.0 | % | 17,424 | 1.2 | % | |||||||||||||||||||||||||||||
| Gross Profit | ||||||||||||||||||||||||||||||||||||||
| New boat | 139,109 | 9.9 | % | 161,483 | 11.6 | % | (22,374) | -13.9 | % | |||||||||||||||||||||||||||||
| Pre-owned boat | 49,602 | 3.5 | % | 50,065 | 3.6 | % | (463) | -0.9 | % | |||||||||||||||||||||||||||||
| Finance & insurance | 42,185 | 3.0 | % | 40,022 | 2.9 | % | 2,163 | 5.4 | % | |||||||||||||||||||||||||||||
| Service, parts & other | 92,232 | 6.5 | % | 92,840 | 6.7 | % | (608) | -0.7 | % | |||||||||||||||||||||||||||||
| Total gross profit | 323,128 | 22.9 | % | 344,410 | 24.7 | % | (21,282) | -6.2 | % | |||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 258,989 | 18.3 | % | 253,169 | 18.2 | % | 5,820 | 2.3 | % | |||||||||||||||||||||||||||||
| Depreciation and amortization | 16,426 | 1.2 | % | 14,185 | 1.0 | % | 2,241 | 15.8 | % | |||||||||||||||||||||||||||||
| Transaction costs | 1,111 | 0.1 | % | 966 | 0.1 | % | 145 | 15.0 | % | |||||||||||||||||||||||||||||
| Change in fair value of contingent consideration | 452 | - | % | 3,918 | 0.3 | % | (3,466) | -88.5 | % | |||||||||||||||||||||||||||||
| Restructuring and impairment | 1,473 | 0.1 | % | 11,847 | 0.8 | % | (10,374) | -87.6 | % | |||||||||||||||||||||||||||||
| Income from operations | 44,677 | 3.2 | % | 60,325 | 4.3 | % | (15,648) | -25.9 | % | |||||||||||||||||||||||||||||
| Interest expense - floor plan | 21,870 | 1.5 | % | 25,627 | 1.8 | % | (3,757) | -14.7 | % | |||||||||||||||||||||||||||||
| Interest expense - other | 27,129 | 1.9 | % | 27,352 | 2.0 | % | (223) | -0.8 | % | |||||||||||||||||||||||||||||
| Other (income) expense, net | 853 | 0.1 | % | 889 | 0.1 | % | (36) | -4.0 | % | |||||||||||||||||||||||||||||
| Net (loss) income before income tax (benefit) expense | (5,175) | -0.4 | % | 6,457 | 0.5 | % | (11,632) | -180.1 | % | |||||||||||||||||||||||||||||
| Income tax (benefit) expense | (1,903) | -0.1 | % | 2,222 | 0.2 | % | (4,125) | -185.6 | % | |||||||||||||||||||||||||||||
| Net (loss) income | (3,272) | -0.2 | % | 4,235 | 0.3 | % | (7,507) | -177.3 | % | |||||||||||||||||||||||||||||
| Net (income) attributable to non-controlling interests | - | (119) | ||||||||||||||||||||||||||||||||||||
| Net loss (income) attributable to non-controlling interests of One Water Marine Holdings, LLC | 1,648 | (572) | ||||||||||||||||||||||||||||||||||||
| Net (loss) income attributable to OneWater Marine Inc. | $ | (1,624) | $ | 3,544 | ||||||||||||||||||||||||||||||||||
Revenue
Overall, revenue increased by $17.4 million, or 1.2%, to $1,412.2 million for the nine months ended June 30, 2025 from $1,394.8 million for the nine months ended June 30, 2024. Revenue increased due to a modest increase in average sales price for the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024. Overall the revenue increase was attributable to a $33.6 million increase in pre-owned boat sales and a $2.2 million increase in finance & insurance income for the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024, partially offset by a $17.9 million decrease in new boat sales.
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New Boat Sales
New boat sales decreased by $17.9 million, or 2.0%, to $883.6 million for the nine months ended June 30, 2025 from $901.6 million for the nine months ended June 30, 2024. The decrease was primarily attributable to a decrease in unit sales, partially offset by an increase in average sales price.
Pre-owned Boat Sales
Pre-owned boat sales increased by $33.6 million, or 14.1%, to $272.5 million for the nine months ended June 30, 2025 from $238.8 million for the nine months ended June 30, 2024. We sell a wide range of brands and sizes of pre-owned boats under different types of sales arrangements (e.g., trade-ins, brokerage, consigned and wholesale), which causes periodic and seasonal fluctuations in the average sales price. The increase in pre-owned boat sales was primarily attributable to an increase in both units sold and average unit price.
Finance & Insurance Income
We generate revenue from arranging finance & insurance products, including financing, insurance and extended warranty contracts, to customers through various third-party financial institutions and insurance companies. Finance & insurance income increased by $2.2 million, or 5.4%, to $42.2 million for the nine months ended June 30, 2025 from $40.0 million for the nine months ended June 30, 2024. The increase was primarily due to an increase in penetration. We remain very focused on improving sales of finance & insurance products throughout our dealer network and implementing best practices at acquired dealer groups and existing dealerships. Finance & insurance income is recorded net of related fees, including fees charged back due to any early cancellation of loan or insurance contracts by a customer. Since finance & insurance income is fee-based, we do not incur any related cost of sale.
Service, Parts & Other Sales
Service, parts & other sales remained flat at $213.9 million for the nine months ended June 30, 2025 compared to $214.4 million for the nine months ended June 30, 2024. Revenues for the Distribution segment are reported in service, parts & other sales and totaled $105.0 million and $115.4 million for the nine months ended June 30, 2025 and 2024, respectively. The decrease in revenue in the Distribution segment was offset by an increase in revenue in our Dealership segment.
Gross Profit
Overall, gross profit decreased by $21.3 million, or 6.2%, to $323.1 million for the nine months ended June 30, 2025 from $344.4 million for the nine months ended June 30, 2024. This decrease was primarily due to new and pre-owned boat pricing, including the impact of select brands the Company is exiting. Overall gross margin decreased 180 basis points to 22.9% for the nine months ended June 30, 2025 from 24.7% for the nine months ended June 30, 2024 due to the factors noted below.
New Boat Gross Profit
New boat gross profit decreased by $22.4 million, or 13.9%, to $139.1 million for the nine months ended June 30, 2025 from $161.5 million for the nine months ended June 30, 2024. This decrease was primarily due to the decrease in unit sales and the decrease in new boat gross profit margins. New boat gross profit margin was 15.7% for the nine months ended June 30, 2025 as compared to 17.9% in the nine months ended June 30, 2024. The decrease was primarily due to new boat pricing, including the impact of select brands the Company is exiting.
Pre-owned Boat Gross Profit
Pre-owned boat gross profit decreased by $0.5 million, or 0.9%, to $49.6 million for the nine months ended June 30, 2025 from $50.1 million for the nine months ended June 30, 2024. This decrease was due to the decrease in pre-owned boat gross profit margins, partially offset by the increase in pre-owned boat sales. Pre-owned boat gross profit margin was 18.2% and 21.0% for the nine months ended June 30, 2025 and 2024, respectively. The decrease was primarily due to strategic pricing to drive sales growth and maintain a healthy level of inventory.
Finance & Insurance Gross Profit
Finance & insurance gross profit increased by $2.2 million, or 5.4%, to $42.2 million for the nine months ended June 30, 2025 from $40.0 million for the nine months ended June 30, 2024. Finance & insurance income is fee-based revenue for which we do not recognize incremental cost of sales.
Service, Parts & Other Gross Profit
Service, parts & other gross profitdecreased by $0.6 million, or 0.7%, to $92.2 millionfor the nine months ended June 30, 2025 from $92.8 millionfor the nine months ended June 30, 2024. The decreasewas due to the decrease in service, parts & other sales. Service, parts & other gross profit margin was 43.1% and 43.3% for the nine months ended June 30, 2025and 2024, respectively.
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Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $5.8 million, or 2.3%, to $259.0 million for the nine months ended June 30, 2025 from $253.2 million for the nine months ended June 30, 2024. This increase was primarily due to increased expenses to drive our same-store sales results and inflationary pressures on administrative and fixed costs, partially offset by savings from restructuring activities. Selling, general and administrative expenses as a percentage of revenue remained flat at 18.3% and 18.2% for the nine months ended June 30, 2025 and 2024, respectively.
Depreciation and Amortization
Depreciation and amortization expense increased by $2.2 million, or 15.8%, to $16.4 million for the nine months ended June 30, 2025 compared to $14.2 million for the nine months ended June 30, 2024. The increase in depreciation and amortization expense for the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024 was primarily attributable to an increase in intangible assets and property and equipment to support operations.
Transaction Costs
Transaction costs remained flat at $1.1 million for the nine months ended June 30, 2025 compared to $1.0 million for the nine months ended June 30, 2024, which is attributable to similar acquisition activity for the nine months ended June 30, 2025 and 2024.
Change in Fair Value of Contingent Consideration
During the nine months ended June 30, 2025, we recognized expense of $0.5 million related to accretion of contingent consideration liabilities. During the nine months ended June 30, 2024, we recognized expense of $3.9 million related to updated forecasts and accretion of contingent consideration liabilities.
Restructuring and Impairment
During the nine months ended June 30, 2024, we made proactive changes to better align our cost structure with the normalization of sales and margins and accordingly, recognized a loss of $11.8 million related to the restructuring plan. During the nine months ended June 30, 2025, we recognized a loss of $3.0 million related to other various restructuring activities, of which $1.5 million was recorded in restructuring and impairment and $1.5 million was recorded in new boat cost of sales in the unaudited consolidated statement of operations.
Income from Operations
Income from operationsdecreased $15.6 million, or 25.9%, to $44.7 million for the nine months ended June 30, 2025 compared to $60.3 million for the nine months ended June 30, 2024. The decrease was primarily attributable to the $21.3 million decrease in gross profit, the $5.8 million increase in selling, general and administrative expenses and the $2.2 million increase in depreciation and amortization for the nine months ended June 30, 2025 as compared to the nine months ended June 30, 2024, partially offset by a $10.4 million decrease in restructuring and impairment and a $3.5 million decrease in the change in fair value of contingent consideration during the same periods.
Interest Expense - Floor Plan
Interest expense - floor plan decreased $3.8 million, or 14.7%, to $21.9 million for the nine months ended June 30, 2025 compared to $25.6 million for the nine months ended June 30, 2024. Floor plan related interest expense decreased primarily due to an decrease in average floor plan borrowings for the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024, as well as the impact of our interest rate swaps for the nine months ended June 30, 2025.
Interest Expense - Other
Interest expense - other remained flat at $27.1 million for the nine months ended June 30, 2025 compared to $27.4 million for the nine months ended June 30, 2024 which is a result of the consistent average outstanding balance under the A&R Credit Facility for the nine months ended June 30, 2025 and 2024.
Other (Income) Expense, Net
Other (income) expense, netremained flat at $0.9 million of expense for the nine months ended June 30, 2025 and 2024.
Income Tax (Benefit) Expense
Income tax (benefit) expense changed by $4.1 million, or 185.6%, to $1.9 million of income tax benefit for the nine months ended June 30, 2025 compared to $2.2 million of income tax expense for the nine months ended June 30, 2024. The change was primarily attributable to the 180.1% change in loss before income tax benefit for the nine months ended June 30, 2025 as compared to income before income tax expense for the nine months ended June 30, 2024.
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Net (Loss) Income
Net (loss) income changed by $7.5 million to $3.3 million of net loss for the nine months ended June 30, 2025 compared to $4.2 million of net income for the nine months ended June 30, 2024. The change was primarily attributable to the $15.6 million decrease in income from operations, partially offset by the $3.8 million decrease in interest expense - floor plan and the $4.1 million change in income tax (benefit) expense for the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024.
Comparison of Non-GAAP Financial Measures
Adjusted EBITDA
We view Adjusted EBITDA as an important indicator of performance. We define Adjusted EBITDA as net income (loss) before interest expense - other, income tax (benefit) expense, depreciation and amortization and other (income) expense, further adjusted to eliminate the effects of items such as the change in fair value of contingent consideration, restructuring and impairment, stock-based compensation and transaction costs.
Our Board, management team and lenders use Adjusted EBITDA to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization) and other items (such as the change in fair value of contingent consideration, income tax (benefit) expense, restructuring and impairment, stock-based compensation and transaction costs) that impact the comparability of financial results from period to period. We present Adjusted EBITDA because we believe it provides useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP. Adjusted EBITDA is not a financial measure presented in accordance with GAAP. We believe that the presentation of this non-GAAP financial measure will provide useful information to investors and analysts in assessing our financial performance and results of operations across reporting periods by excluding items we do not believe are indicative of our core operating performance. Net income (loss) is the GAAP measure most directly comparable to Adjusted EBITDA. Our non-GAAP financial measure should not be considered as an alternative to the most directly comparable GAAP financial measure. You are encouraged to evaluate each of these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in such presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the presentation of Adjusted EBITDA in the future, and any such modification may be material. Adjusted EBITDA has important limitations as an analytical tool and you should not consider Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA may be defined differently by other companies in our industry, our definition of this non-GAAP financial measure may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.
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The following tables present a reconciliation of Adjusted EBITDA to our net income (loss), which is the most directly comparable GAAP measure for the periods presented.
Three Months Ended June 30, 2025, Compared to Three Months Ended June 30, 2024
| Three Months Ended June 30, | ||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | Change | |||||||||||||||||
| Net income | $ | 10,715 | $ | 16,714 | $ | (5,999) | ||||||||||||||
| Interest expense - other | 9,041 | 9,008 | 33 | |||||||||||||||||
| Income tax expense | 3,507 | 6,344 | (2,837) | |||||||||||||||||
| Depreciation and amortization | 6,301 | 5,785 | 516 | |||||||||||||||||
| Stock-based compensation | 2,459 | 2,256 | 203 | |||||||||||||||||
| Change in fair value of contingent consideration | 144 | 214 | (70) | |||||||||||||||||
| Transaction costs | 175 | 242 | (67) | |||||||||||||||||
| Restructuring and impairment | 727 | - | 727 | |||||||||||||||||
| Other (income) expense, net | (224) | (1,357) | 1,133 | |||||||||||||||||
| Adjusted EBITDA | $ | 32,845 | $ | 39,206 | $ | (6,361) | ||||||||||||||
Adjusted EBITDA was $32.8 million for the three months ended June 30, 2025 compared to $39.2 million for the three months ended June 30, 2024. The decrease in Adjusted EBITDA resulted primarily from the decrease in gross profit and the increase in selling, general and administrative expenses, partially offset by the decrease in interest expense - floor plan for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
Nine Months Ended June 30, 2025, Compared to Nine Months Ended June 30, 2024
| Nine Months Ended June 30, | ||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | Change | |||||||||||||||||
| Net (loss) income | $ | (3,272) | $ | 4,235 | $ | (7,507) | ||||||||||||||
| Interest expense - other | 27,129 | 27,352 | (223) | |||||||||||||||||
| Income tax (benefit) expense | (1,903) | 2,222 | (4,125) | |||||||||||||||||
| Depreciation and amortization | 18,509 | 16,255 | 2,254 | |||||||||||||||||
| Stock-based compensation | 6,717 | 6,925 | (208) | |||||||||||||||||
| Change in fair value of contingent consideration | 452 | 3,918 | (3,466) | |||||||||||||||||
| Transaction costs | 1,111 | 966 | 145 | |||||||||||||||||
| Restructuring and impairment | 3,013 | 11,847 | (8,834) | |||||||||||||||||
| Other (income) expense, net | 853 | 889 | (36) | |||||||||||||||||
| Adjusted EBITDA | $ | 52,609 | $ | 74,609 | $ | (22,000) | ||||||||||||||
Adjusted EBITDA was $52.6 million for the nine months ended June 30, 2025 compared to $74.6 million for the nine months ended June 30, 2024. The decrease in Adjusted EBITDA resulted primarily from the decrease in gross profit and the increase in selling, general and administrative expenses, partially offset by the decrease in interest expense - floor plan for the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024.
Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share
We view Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share as important indicators of performance. We define Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. as net income (loss) attributable to OneWater Marine Inc. before transaction costs, intangible amortization, change in fair value of contingent consideration, restructuring and impairment and other expense (income), all of which are then adjusted for an allocation to the non-controlling interest of OneWater LLC. Each of these adjustments are subsequently adjusted for income tax at an estimated effective tax rate. Management also reports Adjusted Diluted Earnings (Loss) Per Share which presents all of the adjustments to net income (loss) attributable to OneWater Marine Inc. noted above on a per share basis.
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Our Board, management team and lenders use Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of unusual or one time charges and other items (such as the change in fair value of contingent consideration, intangible amortization, restructuring and impairment and transaction costs) that impact the comparability of financial results from period to period. We present Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Sharebecause we believe they provide useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP. Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share are not financial measures presented in accordance with GAAP. We believe that the presentation of these non-GAAP financial measures will provide useful information to investors and analysts in assessing our financial performance and results of operations across reporting periods by excluding items we do not believe are indicative of our core operating performance. Net income (loss) attributable to OneWater Marine Inc. is the GAAP measure most directly comparable to Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and net earnings (loss) per share of Class A common stock - diluted is the GAAP measure most directly comparable to Adjusted Diluted Earnings (Loss) Per Share. Our non-GAAP financial measures should not be considered as an alternative to the most directly comparable GAAP financial measure. You are encouraged to evaluate each of these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in such presentation. Our presentation of Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the presentation of Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share in the future, and any such modification may be material. Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share have important limitations as analytical tools and you should not consider Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. or Adjusted Diluted Earnings (Loss) Per Share in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share may be defined differently by other companies in our industry, our definition of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.
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The following tables present a reconciliation of Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. to our net income (loss) attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share to our net earnings (loss) per share of Class A common stock - diluted, which are the most directly comparable GAAP measures for the periods presented.
Three Months Ended June 30, 2025, Compared to Three Months Ended June 30, 2024.
| Three Months Ended June 30, | ||||||||||||||||||||
| Description | 2025 | 2024 | Change | |||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| Net income attributable to OneWater Marine Inc. | $ | 10,715 | $ | 14,683 | $ | (3,968) | ||||||||||||||
| Transaction costs | 175 | 242 | (67) | |||||||||||||||||
| Intangible amortization | 2,167 | 2,086 | 81 | |||||||||||||||||
| Change in fair value of contingent consideration | 144 | 214 | (70) | |||||||||||||||||
| Restructuring and impairment | 727 | - | 727 | |||||||||||||||||
| Other expense (income), net | (224) | (1,357) | 1,133 | |||||||||||||||||
| Net income attributable to non-controlling interests of One Water Marine Holdings, LLC (1) | - | (107) | 107 | |||||||||||||||||
| Adjustments to income tax expense (2) | (687) | (248) | (439) | |||||||||||||||||
| Adjusted net income attributable to OneWater Marine Inc. | $ | 13,017 | $ | 15,513 | $ | (2,496) | ||||||||||||||
| Net income per share of Class A common stock - diluted | $ | 0.65 | $ | 0.99 | $ | (0.34) | ||||||||||||||
| Transaction costs | 0.01 | 0.02 | (0.01) | |||||||||||||||||
| Intangible amortization | 0.13 | 0.15 | (0.02) | |||||||||||||||||
| Change in fair value of contingent consideration | 0.01 | 0.01 | - | |||||||||||||||||
| Restructuring and impairment | 0.04 | - | 0.04 | |||||||||||||||||
| Other expense (income), net | (0.01) | (0.09) | 0.08 | |||||||||||||||||
| Net income attributable to non-controlling interests of One Water Marine Holdings, LLC (1) | - | (0.01) | 0.01 | |||||||||||||||||
| Adjustments to income tax expense (2) | (0.04) | (0.02) | (0.02) | |||||||||||||||||
| Adjusted earnings per share of Class A common stock - diluted | $ | 0.79 | $ | 1.05 | $ | (0.26) | ||||||||||||||
| (1) Represents an allocation of the impact of reconciling items to our non-controlling interest. | ||||||||||||||||||||
| (2) Represents an adjustment of all reconciling items at an estimated effective tax rate. | ||||||||||||||||||||
Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings Per Share were $13.0 million and $0.79, respectively, for the three months ended June 30, 2025 compared to Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings Per Share of $15.5 million and $1.05, respectively, for the three months ended June 30, 2024. The decrease in Adjusted Net Income Attributable to OneWater Marine Inc. resulted from the decrease in gross profit and the increase in selling, general and administrative expenses, partially offset by the decrease in interest expense - floor plan for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The decrease in Adjusted Diluted Earnings Per Share resulted from the decrease in Adjusted Net Income Attributable to OneWater Marine Inc.
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Nine Months Ended June 30, 2025, Compared to Nine Months Ended June 30, 2024.
| Nine Months Ended June 30, | ||||||||||||||||||||
| Description | 2025 | 2024 | Change | |||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| Net (loss) income attributable to OneWater Marine Inc. | $ | (1,624) | $ | 3,544 | $ | (5,168) | ||||||||||||||
| Transaction costs | 1,111 | 966 | 145 | |||||||||||||||||
| Intangible amortization | 6,437 | 5,743 | 694 | |||||||||||||||||
| Change in fair value of contingent consideration | 452 | 3,918 | (3,466) | |||||||||||||||||
| Restructuring and impairment | 3,013 | 11,847 | (8,834) | |||||||||||||||||
| Other expense (income), net | 853 | 889 | (36) | |||||||||||||||||
| Net income attributable to non-controlling interests of One Water Marine Holdings, LLC (1) | (568) | (2,103) | 1,535 | |||||||||||||||||
| Adjustments to income tax expense (2) | (2,599) | (4,890) | 2,291 | |||||||||||||||||
| Adjusted net income attributable to OneWater Marine Inc. | $ | 7,075 | $ | 19,914 | $ | (12,839) | ||||||||||||||
| Net (loss) income per share of Class A common stock - diluted | $ | (0.10) | $ | 0.24 | $ | (0.34) | ||||||||||||||
| Transaction costs | 0.07 | 0.07 | - | |||||||||||||||||
| Intangible amortization | 0.41 | 0.39 | 0.02 | |||||||||||||||||
| Change in fair value of contingent consideration | 0.03 | 0.26 | (0.23) | |||||||||||||||||
| Restructuring and impairment | 0.19 | 0.80 | (0.61) | |||||||||||||||||
| Other expense (income), net | 0.05 | 0.06 | (0.01) | |||||||||||||||||
| Net income attributable to non-controlling interests of One Water Marine Holdings, LLC (1) | (0.04) | (0.14) | 0.10 | |||||||||||||||||
| Adjustments to income tax expense (2) | (0.17) | (0.33) | 0.16 | |||||||||||||||||
| Adjustment for dilutive shares (3) | 0.01 | - | 0.01 | |||||||||||||||||
| Adjusted earnings per share of Class A common stock - diluted | $ | 0.45 | $ | 1.35 | $ | (0.90) | ||||||||||||||
| (1) Represents an allocation of the impact of reconciling items to our non-controlling interest. | ||||||||||||||||||||
| (2) Represents an adjustment of all reconciling items at an estimated effective tax rate. | ||||||||||||||||||||
| (3) Represents an adjustment for shares that are anti-dilutive for GAAP earnings per share but are dilutive for adjusted earnings per share. | ||||||||||||||||||||
Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings Per Share were $7.1 million and $0.45, respectively, for the nine months ended June 30, 2025 compared to Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings Per Share of $19.9 million and $1.35, respectively, for the nine months ended June 30, 2024. The decrease in Adjusted Net Income Attributable to OneWater Marine Inc. resulted from the decrease in gross profit and the increase in selling, general and administrative expenses, partially offset by the decrease in interest expense - floor plan for the nine months ended June 30, 2025, each as compared to the nine months ended June 30, 2024. The decrease in Adjusted Diluted Earnings Per Share resulted from the decrease in Adjusted Net Income Attributable to OneWater Marine Inc.
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Seasonality
Our business, along with the entire boating industry, is highly seasonal, and such seasonality varies by geographic market. With the exception of Florida, we generally realize significantly lower sales and higher levels of inventories, and related floor plan borrowings, in the quarterly periods ending December 31 and March 31. Revenue generated from our dealerships in Florida serves to offset generally lower winter revenue in our other states and enables us to maintain a more consistent revenue stream. The onset of the public boat and recreation shows in January stimulates boat sales and typically allows us to reduce our inventory levels and related floor plan borrowings throughout the remainder of the fiscal year. The impact of seasonality on our results of operations could be materially impacted based on the location of our acquisitions. For example, our operations could be substantially more seasonal if we acquire dealer groups that operate in colder regions of the United States. Our business is also subject to weather patterns, which may adversely affect our results of operations. For example, prolonged winter conditions, reduced rainfall levels or excessive rain, may limit access to boating locations or render boating dangerous or inconvenient, thereby curtailing customer demand for our products and services. In addition, unseasonably cool weather and prolonged winter conditions may lead to a shorter selling season in certain locations. Hurricanes, tornadoes, and other storms have and could result in disruptions of our operations or damage to our boat inventories and facilities, as has been the case when Florida, Texas, and other markets were affected by hurricanes. We believe our geographic diversity is likely to reduce the overall impact to us of adverse weather conditions in any one market area.
Liquidity and Capital Resources
Overview
OneWater Inc. is a holding company with no operations and is the sole managing member of OneWater LLC. OneWater Inc.'s principal asset consists of common units of OneWater LLC. Our earnings and cash flows and ability to meet our obligations under the A&R Credit Facility (as defined below), and any other debt obligations will depend on the cash flows resulting from the operations of our operating subsidiaries, and the payment of distributions by such subsidiaries. Our A&R Credit Facility and Inventory Financing Facility (described below) (together, the "Credit Facilities") contain certain restrictions on distributions or transfers from our operating subsidiaries to their members or unitholders, as applicable, as described in the summaries below under "-Debt Agreements-A&R Credit Facility" and "-Inventory Financing Facility." Accordingly, the operating results of our subsidiaries may not be sufficient for them to make distributions to us. As a result, our ability to make payments under the A&R Credit Facility and any other debt obligations or to declare dividends could be limited.
Our cash needs are primarily for growth through acquisitions and working capital to support our operations, including new and pre-owned boat and related parts inventories and off-season liquidity. We routinely monitor our cash flow to determine the amount of cash available to complete acquisitions. We monitor our inventories, inventory aging and current market trends to determine our current and future inventory and related floorplan financing needs. Based on current facts and circumstances, we believe we will have adequate cash flow from operations, borrowings under our Credit Facilities and proceeds from any future public or private issuances of debt or equity to fund our current operations, to make share repurchases and to fund essential capital expenditures and acquisitions for the next twelve months and beyond.
Cash needs for acquisitions have historically been financed with our Credit Facilities and cash generated from operations. Our ability to utilize the A&R Credit Facility to fund acquisitions depends upon Adjusted EBITDA and compliance with covenants of the A&R Credit Facility. Cash needs for inventory have historically been financed with our Inventory Financing Facility. Our ability to fund inventory purchases and operations depends on the collateral levels and our compliance with the covenants of the Inventory Financing Facility. For the reporting period ended June 30, 2025, we were in compliance with all covenants under the A&R Credit Facility and the Inventory Financing Facility.
We have no material off balance sheet arrangements.
Cash Flows
Analysis of Cash Flow Changes Between the Nine Months Ended June 30, 2025 and 2024
The following table summarizes our cash flows for the periods indicated:
| Nine Months Ended June 30, | ||||||||||||||||||||
| ($ in thousands) | 2025 | 2024 | Change | |||||||||||||||||
| Net cash provided by operating activities | $ | 81,820 | $ | 7,507 | $ | 74,313 | ||||||||||||||
| Net cash (used in) provided by investing activities | (8,741) | 17,576 | (26,317) | |||||||||||||||||
| Net cash used in financing activities | (18,462) | (66,464) | 48,002 | |||||||||||||||||
| Effect of exchange rate changes on cash and restricted cash | (48) | 1 | (49) | |||||||||||||||||
| Net change in cash | $ | 54,569 | $ | (41,380) | $ | 95,949 | ||||||||||||||
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Operating Activities. Net cash provided by operating activities was $81.8 million for the nine months ended June 30, 2025 compared to net cash provided by operating activities of $7.5 million for the nine months ended June 30, 2024. The $74.3 million increase in cash provided by operating activities was primarily attributable to a $53.9 million increase in the change in inventory, a $28.7 million increase in the change in accounts receivable and a $26.5 million increase in the change in prepaid expenses and other current assets, partially offset by a $25.7 million decrease in the change in customer deposits for the nine months ended June 30, 2025 as compared to the nine months ended June 30, 2024.
Investing Activities. Net cash used in investing activities was $8.7 million for the nine months ended June 30, 2025 compared to net cash provided by investing activities of $17.6 million for the nine months ended June 30, 2024. The $26.3 million increase in cash used in investing activities was primarily attributable to a $45.1 million decrease in proceeds from the disposal of a business, partially offset by a $12.5 million decrease in cash used in purchases of property and equipment for the nine months ended June 30, 2025 as compared to the nine months ended June 30, 2024.
Financing Activities. Net cash used in financing activities was $18.5 million for the nine months ended June 30, 2025 compared to net cash used in financing activities of $66.5 million for the nine months ended June 30, 2024. The $48.0 million decrease in financing cash flow was primarily attributable to the $18.8 million payment to purchase the non-controlling interest of Quality Assets & Operations, LLC during the ninemonths ended June 30, 2024,and a $42.0 million decrease in payments on long-term debt, partially offset by a $15.5 million decrease in proceeds from long-term debtduring the nine months ended June 30, 2025 as compared to the nine months ended June 30, 2024.
Share Repurchase Program
On March 30, 2022 the Board authorized a share repurchase program of up to $50 million of outstanding shares of Class A common stock. Repurchases under the share repurchase program may be made at any time or from time to time, without prior notice, in the open market or in privately negotiated transactions at prevailing market prices, or such other means as will comply with applicable state and federal securities laws and regulations, including the provisions of the Securities Exchange Act of 1934, including Rule 10b5-1 and, to the extent practicable or advisable, Rule 10b-18 thereunder, and consistent with the Company's contractual limitations and other requirements. The Company made no share repurchases during the nine months endedJune 30, 2025. The Company has $48.1 millionremaining under the share repurchase program.
Debt Agreements
A&R Credit Facility
On August 9, 2022 we entered into the Amended and Restated Credit Agreement (the "A&R Credit Facility"), with certain of our subsidiaries, Truist Bank and the other lenders party thereto. The A&R Credit Facility provides for, among other things, (i) a $65.0 million revolving credit facility (including up to $5.0 million in swingline loans and up to $5.0 million in letters of credit from time to time) and (ii) a $445.0 million term loan facility. Subject to certain conditions, the available amount under the Term Facility and the Revolving Facility may be increased by $125.0 million plus additional amounts subject to additional conditions (including satisfaction of a consolidated leverage ratio requirement) in the aggregate (with up to $50.0 million allocable to the Revolving Facility). On November 13, 2024 we entered into Amendment No. 6 to the Amended and Restated Credit Agreement and Waiver and Amendment No. 1 to Pledge and Security Agreement with Truist Bank to, among other things, (i) modify certain definitions, terms and conditions, (ii) adjust the minimum fixed charge coverage ratio, (iii) adjust the maximum leverage ratio measures, (iv) adjust the minimum liquidity measure, and (v) modify the maturity date to be July 31, 2026, and in connection therewith, the repayment schedule.The Revolving Facility matures on July 31, 2026. The Term Facility is repayable in installments beginning on December 31, 2022, with the remainder due on the earlier of (i) July 31, 2026 or (ii) the date on which the principal amount of all outstanding term loans have been declared or automatically have become due and payable pursuant to the terms of the A&R Credit Facility. The maturity date of the A&R Credit Facility is within one year of the date that this Quarterly Report is filed. The Company is in the process of amending the A&R Credit Facility and expects to modify the maturity date and extend the repayment schedule.
Borrowings under the A&R Credit Facility bear interest, at our option, at either (a) a base rate (the "Base Rate") equal to the highest of (i) the prime rate (as announced by Truist Bank from time to time), (ii) the Federal Funds Rate, as in effect from time to time, plus 0.50%, (iii) Term SOFR (as defined in the A&R Credit Facility) for a one-month Interest Period (calculated on a daily basis after taking into account a floor equal to 0.00%) plus 1.00%, and (iv) 1.00%, in each case, plus an applicable margin ranging from 0.75% to 1.75%, or (b) Term SOFR, plus an applicable margin ranging from 0.75% to 1.75%. Interest on swingline loans shall bear interest at the Base Rate plus an applicable margin ranging from 1.75% to 2.75%. All applicable interest margins are based on certain consolidated leverage ratio measures.
The A&R Credit Facility is subject to certain financial covenants including the maintenance of a minimum fixed charge coverage ratio, a maximum consolidated leverage ratio and a minimum liquidity measure. The A&R Credit Facility also contains non-financial covenants and restrictive provisions that, among other things, limit the ability of the Loan Parties (as defined in the A&R Credit Facility) to incur additional debt, transfer or dispose of all of their respective assets, make certain investments, loans or restricted payments and engage in certain transactions with affiliates. The A&R Credit Facility also includes events of default, borrowing conditions, representations and warranties and provisions regarding indemnification and expense reimbursement. The Company was in compliance with all covenants for the reporting period ended June 30, 2025.
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Inventory Financing Facility
On November 14, 2023, we entered into the Eighth Amended and Restated Inventory Financing Agreement (as amended, restated, supplemented or otherwise modified, the "Inventory Financing Facility") with certain of our subsidiaries, Wells Fargo Commercial Distribution Finance, LLC ("Wells Fargo") and the other lender parties thereto. On November 13, 2024, we entered into the Consent, Waiver and Second Amendment to the Eighth Amended and Restated Inventory Financing Agreement with Wells Fargo and other lenders party thereto which, (i) modified certain definitions, terms and conditions, (ii) adjusted the minimum fixed charge coverage ratio, (iii) adjusted the maximum funded debt to EBITDA ratio, (iv) established a new minimum liquidity measure, (v) allowed for certain swap transactions to mitigate risk in the ordinary course of business, and (vi) reduced the maximum borrowing capacity from $650 million to $595 million. Loans under the Inventory Financing Facility may be extended from time to time to enable the Company to purchase inventory from certain manufacturers. The Inventory Financing Facility expires on March 1, 2026.
Under the Inventory Financing Facility, interest on new boats and for rental units is calculated using the Adjusted 30-Day Average SOFR plus an applicable margin of 2.75% to 5.00% depending on the age of the inventory. Interest on pre-owned boats is calculated at the new boat rate plus 0.25%. Loans are extended from time to time to enable us to purchase inventory from certain manufacturers and to lease certain boats and related parts to customers. The applicable financial terms, curtailment schedule and maturity for each loan are set forth in separate program terms letters that are entered into from time to time. The collateral for the Inventory Financing Facility consists primarily of our inventory that was financed through the Inventory Financing Facility and related assets, including accounts receivable, bank accounts, and proceeds of the foregoing, and excludes the collateral that secures the A&R Credit Facility.
We are required to comply with certain financial and non-financial covenants under the Inventory Financing Facility, including certain provisions related to the Funded Debt to EBITDA Ratio, the Fixed Charge Coverage Ratio and the Liquidity measure (as defined in the Inventory Financing Facility). We are also subject to additional restrictive covenants, including restrictions on our ability to (i) use, sell, rent or otherwise dispose of any collateral securing the Inventory Financing Facility except for the sale of inventory in the ordinary course of business, (ii) incur certain liens, (iii) engage in any material transaction not in the ordinary course of business, (iv) change our business in any material manner or our organizational structure, other than as otherwise provided for in the Inventory Financing Facility, (v) engage in certain mergers or consolidations, (vi) acquire certain assets or ownership interests of any other person or entities, except for certain permitted acquisitions, (vii) guarantee or indemnify or otherwise become in any way liable with respect to certain obligations of any other person or entity, except as provided by the Inventory Financing Facility, (viii) redeem, retire, purchase or otherwise acquire, directly or indirectly, any of the equity of our acquired marine retailers (ix) make any change in any of our marine retailers' capital structure or in any of their business objectives or operations which might in any way adversely affect the ability of such marine retailer to repay its obligations under the Inventory Financing Facility, (x) incur, create, assume, guarantee or otherwise become or remain liable with respect to certain indebtedness, and (xi) make certain payments of subordinated debt. OneWater LLC and certain of its subsidiaries are restricted from, among other things, making cash dividends or distributions without the prior written consent of Wells Fargo. Under the Inventory Financing Facility, among other exceptions, OneWater LLC may make distributions to its members for certain permitted tax payments subject to certain financial ratios, may make scheduled payments on certain subordinated debt, may make distributions to the Company for repurchases of the Company's common stock subject to certain financial ratios, and is permitted to make pro rata distributions to the OneWater Unit Holders, including OneWater Inc., in an amount sufficient to allow OneWater Inc. to pay its taxes and to make payments under the Tax Receivable Agreement. OneWater LLC's subsidiaries are generally restricted from making loans or advances to OneWater LLC. Our Chief Executive Officer, Philip Austin Singleton, Jr., and our President and Chief Operating Officer, Anthony Aisquith, provide certain personal guarantees of the Inventory Financing Facility.
As of June 30, 2025and September 30, 2024, our indebtedness associated with financing our inventory under the Inventory Financing Facility totaled $435.8 millionand $443.4 million, respectively. Certain of our manufacturers enter into independent agreements with the lenders to the Inventory Financing Facility, which results in a lower effective interest rate charged to us for borrowings related to the products by such manufacturer. For the ninemonths ended June 30, 2025and the year ended September 30, 2024, the effective interest rate on the outstanding short-term borrowings under the Inventory Financing Facility was 6.1% and 6.6%, respectively. As of June 30, 2025and September 30, 2024, our additional available borrowings under our Inventory Financing Facility were $159.2 million and $206.6 million, respectively, based upon the outstanding borrowings and the maximum facility amount. The aging of our inventory limits our borrowing capacity as defined curtailments reduce the allowable advance rate as our inventory ages. For the reporting period ended June 30, 2025, we were in compliance with all covenants under the Inventory Financing Facility.
Notes Payable
Acquisition Notes Payable. In connection with certain of our acquisitions of dealer groups, we have from time to time entered into notes payable agreements with the acquired entities to finance these acquisitions. As of June 30, 2025, we have no indebtedness associated with acquisition notes payable.
Commercial Vehicles Notes Payable. Since 2015, we have entered into multiple notes payable with various commercial lenders in connection with our acquisition of certain vehicles utilized in our retail operations. Such notes bear interest ranging from 0.0% to 10.8% per annum, require monthly payments of approximately $97,000, and mature on dates between July 2025 to May 2032. As of June 30, 2025, we had $1.8 million outstanding under the commercial vehicles notes payable.
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Tax Receivable Agreement
The Tax Receivable Agreement generally provides for the payment by OneWater Inc. to each TRA Holder of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax (computed using the estimated impact of state and local taxes) that OneWater Inc. actually realizes (or is deemed to realize in certain circumstances) in periods after the IPO as a result of certain tax basis increases and certain tax benefits attributable to imputed interest. OneWater Inc. will retain the benefit of the remaining net cash savings.
As of June 30, 2025 and September 30, 2024, our liability under the Tax Receivable Agreement was $40.8 million and $40.6 million, respectively. To the extent OneWater LLC has available cash and subject to the terms of any current or future debt or other agreements, the OneWater LLC Agreement will require OneWater LLC to make pro rata cash distributions to TRA Holders, including OneWater Inc., in an amount sufficient to allow OneWater Inc. to pay its taxes and to make payments under the Tax Receivable Agreement. We generally expect OneWater LLC to fund such distributions out of available cash. However, except in cases where OneWater Inc. elects to terminate the Tax Receivable Agreement early, the Tax Receivable Agreement is terminated early due to certain mergers or other changes of control or OneWater Inc. has available cash but fails to make payments when due; generally OneWater Inc. may elect to defer payments due under the Tax Receivable Agreement if it does not have available cash to satisfy its payment obligations under the Tax Receivable Agreement or if its contractual obligations limit its ability to make these payments. Any such deferred payments under the Tax Receivable Agreement generally will accrue interest. In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, OneWater Inc. realizes in respect of the tax attributes subject to the Tax Receivable Agreement. In the case of such an acceleration, where applicable, we generally expect the accelerated payments due under the Tax Receivable Agreement to be funded out of the proceeds of the change of control transaction giving rise to such acceleration. OneWater Inc. intends to account for any amounts payable under the Tax Receivable Agreement in accordance with ASC Topic 450, Contingencies.
Recent Accounting Pronouncements
See Note 3 of the Notes to the Condensed Consolidated Financial Statements.
OneWater Marine Inc. published this content on August 01, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on August 01, 2025 at 21:08 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]