OneWater Marine Inc. 10-K

Item 8. Financial Statements and Supplementary Data. INDEX TO FINANCIAL STATEMENTS OneWater Marine Inc. Page Consolidated Financial Statements Report of Independent Registered Public Accounting Firm 77 Consolidated Balance Sheets as of September 30, 2020 and 2019 78 Consolidated Statements of Operations for the Years Ended September 30, 2020, 2019 and 2018 79 Consolidated Statements of Stockholders’ and Members’ Equity for the Years Ended September 30, 2020, 2019 and 2018 80 Consolidated Statements of Cash Flows for the Years Ended September 30, 2020, 2019 and 2018 81 Notes to the Consolidated Financial Statements 82 76 Index REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders OneWater Marine Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of OneWater Marine Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of September 30, 2020 and 2019, the related consolidated statements of operations, changes in stockholders’ and members’ equity, and cash flows for each of the three years in the period ended September 30, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2020, in conformity with accounting principles generally accepted in the United States of America. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2017. Atlanta, Georgia December 3, 2020 77 Index ONEWATER MARINE INC. CONSOLIDATED BALANCE SHEETS ($ in thousands, except par value and share data) September 30, 2020 September 30, 2019 Assets Current assets: Cash $ 66,087 $ 11,108 Restricted cash 2,066 384 Accounts receivable, net 18,479 15,294 Inventories 150,124 277,338 Prepaid expenses and other current assets 15,302 9,969 Total current assets 252,058 314,093 Property and equipment, net 18,442 15,954 Other assets: Deposits 350 345 Deferred tax assets 12,854 - Identifiable intangible assets 61,304 61,304 Goodwill 113,059 113,059 Total other assets 187,567 174,708 Total assets $ 458,067 $ 504,755 Liabilities and Stockholders’ and Members’ Equity Current liabilities: Accounts payable $ 12,781 $ 5,546 Other payables and accrued expenses 24,221 16,567 Customer deposits 17,280 4,880 Notes payable – floor plan 124,035 225,377 Current portion of long-term debt 7,419 11,124 Total current liabilities 185,736 263,494 Long-term Liabilities: Other long-term liabilities 1,482 1,598 Warrant liability - 50,887 Tax receivable agreement liability 15,585 - Long-term debt, net of current portion and unamortized debt issuance costs 81,977 64,789 Total liabilities 284,780 380,768 Redeemable preferred interest in subsidiary - 86,018 Stockholders’ and Members’ Equity: Members’ equity - 31,770 Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued and outstanding as of September 30, 2020 and September 30, 2019 - - Class A common stock, $0.01 par value, 40,000,000 shares authorized, 10,391,661 shares issued and outstanding as of September 30, 2020 and none issued and outstanding as of September 30, 2019 104 - Class B common stock, $0.01 par value, 10,000,000 shares authorized, 4,583,637 shares issued and outstanding as of September 30, 2020 and none issued and outstanding as of September 30, 2019 46 - Additional paid-in capital 105,947 - Retained earnings 16,757 - Total stockholders’ equity attributable to OneWater Marine Inc. and members’ equity 122,854 31,770 Equity attributable to non-controlling interests 50,433 6,199 Total stockholders’ and members’ equity 173,287 37,969 Total liabilities, stockholders’ and members’ equity $ 458,067 $ 504,755 78 Index ONEWATER MARINE INC. CONSOLIDATED STATEMENTS OF OPERATIONS ($ in thousands except per share data) For the Years Ended September 30, 2020 2019 2018 Revenues New boat sales $ 717,093 $ 526,774 $ 409,947 Pre-owned boat sales 205,650 153,010 129,570 Finance & insurance income 36,792 26,151 16,623 Service, parts & other sales 63,435 61,689 46,665 Total revenues 1,022,970 767,624 602,805 Cost of sales (exclusive of depreciation and amortization shown separately below) New boat 585,720 434,242 332,728 Pre-owned boat 168,261 127,018 105,855 Service, parts & other 33,465 34,238 26,568 Total cost of sales 787,446 595,498 465,151 Selling, general and administrative expenses 143,396 116,503 91,297 Depreciation and amortization 3,249 2,682 1,685 Transaction costs 3,648 1,323 438 Loss (gain) on contingent consideration 6,762 (1,674 ) - Income from operations 78,469 53,292 44,234 Other expense (income) Interest expense – floor plan 8,861 9,395 5,534 Interest expense – other 8,828 6,568 3,836 Change in fair value of warrant liability (771 ) (1,336 ) 33,187 Loss (gain) on extinguishment of debt 6,559 - (209 ) Other expense (income), net 155 1,402 (60 ) Total other expense (income), net 23,632 16,029 42,288 Income before income tax expense 54,837 37,263 1,946 Income tax expense 6,329 - - Net income 48,508 37,263 1,946 Less: Net income attributable to non-controlling interests (350 ) (1,606 ) (830 ) Net income attributable to One Water Marine Holdings, LLC $ 35,657 $ 1,116 Less: Net income attributable to non-controlling interests of One Water Marine Holdings, LLC (30,733 ) Net income attributable to OneWater Marine Inc. $ 17,425 Earnings per share of Class A common stock – basic (1) $ 2.79 Earnings per share of Class A common stock – diluted (1) $ 2.77 Basic weighted-average shares of Class A common stock outstanding (1) 6,243 Diluted weighted-average shares of Class A common stock outstanding (1) 6,287 (1) Represents earnings per share of Class A common stock and weighted-average shares of Class A common stock outstanding for the period from February 11, 2020 through September 30, 2020, the period following the Organizational Transactions (as defined below) and OneWater Marine Inc.’s initial public offering. See Note 1. 79 Index ONEWATER MARINE INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ AND MEMBERS’ EQUITY ($ in thousands) Class A Common Stock Class B Common Stock Redeemable Preferred Interest in Subsidiary Members’ Equity Shares Amount Shares Amount Additional Paid-in Capital Retained Earnings Non- controlling Interest Total Stockholders’ and Members’ Equity Balance at September 30, 2017 $ 71,695 $ 26,312 - $ - - $ - $ - $ - $ 1,763 $ 28,075 Non-controlling interest in subsidiary - - - - - - - - 2,500 2,500 Net income - 1,116 - - - - - - 830 1,946 Distributions to members - (3,256 ) - - - - - - - (3,256 ) Accumulated unpaid preferred returns 7,737 (7,737 ) - - - - - - - (7,737 ) Preferred issuance costs (93 ) - - - - - - - - - Accretion of redeemable preferred and issuance costs 626 (626 ) - - - - - - - (626 ) Equity-based compensation - 154 - - - - - - - 154 Balance at September 30, 2018 79,965 15,963 - - - - - - 5,093 21,056 Net income - 35,657 - - - - - - 1,606 37,263 Distributions to members (3,364 ) (10,587 ) - - - - - - (500 ) (11,087 ) Accumulated unpaid preferred returns 8,768 (8,768 ) - - - - - - - (8,768 ) Accretion of redeemable preferred and issuance costs 649 (649 ) - - - - - - - (649 ) Equity-based compensation - 154 - - - - - - - 154 Balance at September 30, 2019 86,018 31,770 - - - - - - 6,199 37,969 Net (loss) income prior to organizational transactions - (1,394 ) - - - - - - 350 (1,044 ) Distributions to members prior to organizational transactions (1,310 ) (310 ) - - - - - - (732 ) (1,042 ) Accumulated unpaid preferred returns prior to organizational transactions 3,187 (3,187 ) - - - - - - - (3,187 ) Accretion of redeemable preferred and issuance costs prior to organizational transactions 236 (236 ) - - - - - - - (236 ) Equity-based compensation prior to organizational transactions - 655 - - - - - - - 655 Effect of organizational transactions (88,131 ) (27,298 ) 6,088 61 8,462 85 55,740 - 73,017 101,605 Effect of September offering - - 3,979 40 (3,554 ) (36 ) 50,465 - (43,254 ) 7,215 Exchange of B shares for A shares - - 325 3 (325 ) (3 ) 3,253 (3,253 ) - Distributions subsequent to organizational transactions - - - - - - - (668 ) (14,021 ) (14,689 ) Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis - - - - - - (5,069 ) - - (5,069 ) Equity-based compensation subsequent to organizational transactions - - - - - - 1,558 - - 1,558 Net income subsequent to organizational transactions - - - - - - - 17,425 32,127 49,552 Balance at September 30, 2020 $ - $ - 10,392 $ 104 4,583 $ 46 $ 105,947 $ 16,757 $ 50,433 $ 173,287 80 Index ONEWATER MARINE INC. CONSOLIDATED STATEMENTS OF CASH FLOWS ($ in thousands) For the Years Ended September 30, 2020 2019 2018 Cash flows from operating activities Net income $ 48,508 $ 37,263 $ 1,946 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 3,249 2,682 1,685 Equity-based awards 2,213 154 154 Loss (gain) on asset disposals 10 1,371 (49 ) Change in fair value of long-term warrant liability (771 ) (1,336 ) 33,187 Loss (gain) on extinguishment of debt 6,559 - (209 ) Non-cash interest expense 477 3,478 2,441 Deferred income tax provision 509 - - Loss (gain) on contingent consideration 5,520 (1,674 ) - (Increase) decrease in assets: Accounts receivable (3,185 ) (2,344 ) (4,743 ) Inventories 127,214 (38,954 ) (39,858 ) Prepaid expenses and other current assets (7,984 ) (5,565 ) 111 Deposits (5 ) 2 (49 ) Increase (decrease) in liabilities: Accounts payable 7,235 (966 ) 11 Other payables and accrued expenses 10,528 614 1,605 Customer deposits 12,400 (450 ) (482 ) Net cash provided by (used in) operating activities 212,477 (5,725 ) (4,250 ) Cash flows from investing activities Purchases of property and equipment and construction in progress (6,309 ) (7,291 ) (10,135 ) Proceeds from disposal of property and equipment 1,637 73 - Proceeds from sale and leaseback - 15,623 - Cash used in acquisitions - (19,403 ) (13,785 ) Net cash used in investing activities (4,672 ) (10,998 ) (23,920 ) Cash flows from financing activities Net (payments) borrowings from floor plan (101,342 ) 24,401 35,421 Net payment to related party - - (300 ) Proceeds from long-term debt 129,306 13,801 7,046 Payments on long-term debt (121,800 ) (9,942 ) (3,899 ) Payments of debt issuance costs (3,910 ) (203 ) (662 ) Payments of debt extinguishment costs (4,207 ) - - Payments of offering costs (5,646 ) (1,148 ) - Payments of preferred issuance costs - - (93 ) Payment of acquisition contingent consideration (1,456 ) - - Distributions to redeemable preferred interest members and redemption of redeemable preferred interest (90,503 ) (3,364 ) - Proceeds from issuance of Class A common stock sold in initial public offering, net of underwriting discounts and commissions 59,234 - - Proceeds from issuance of Class A common stock sold in September offering, net of underwriting discounts and commissions 8,075 - - Distributions to members (18,895 ) (11,087 ) (3,256 ) Net cash (used in) provided by financing activities (151,144 ) 12,458 34,257 Net change in cash 56,661 (4,265 ) 6,087 Cash and restricted cash at beginning of period 11,492 15,757 9,670 Cash and restricted cash at end of period $ 68,153 $ 11,492 $ 15,757 Supplemental cash flow disclosures Cash paid for interest $ 17,212 $ 12,485 $ 6,929 Cash paid for income taxes 246 - - Noncash items Acquisition purchase price funded by long-term debt $ - $ 18,800 $ 9,000 Acquisition purchase price funded by seller notes payable - 10,438 3,042 Acquisition purchase price funded by contingent consideration - - 2,644 Purchase of property and equipment funded by long-term debt 1,190 1,067 - Offering costs, accrued not yet paid 430 1,500 - 81 Index OneWater Marine Inc. and Subsidiaries Notes to the Consolidated Financial Statements 1. Description of Company and Basis of Presentation Description of the Business OneWater Marine Inc. (“OneWater Inc”) was incorporated in Delaware on April 3, 2019 and was a wholly-owned subsidiary of One Water Marine Holdings, LLC (“OneWater LLC”). Pursuant to a reorganization on February 11, 2020 into a holding company structure for the purpose of facilitating an initial public offering (the “Offering”) and related transactions in order to carry on the business of OneWater LLC and its subsidiaries (together with OneWater Marine Inc., the “Company”), OneWater Inc is the holding company and its sole material asset is the equity interest in OneWater LLC. OneWater LLC was organized as a limited liability company under the law of the State of Delaware in 2014 and is the parent company of One Water Assets & Operations (“OWAO”), and its wholly-owned subsidiaries. The Company is one of the largest recreational boat retailers in the United States. The Company engages primarily in the retail sale, brokerage, and service of new and pre-owned boats, motors, trailers, marine parts and accessories, and offers slip and storage accommodations in certain locations. The Company also arranges related boat financing, insurance, and extended service contracts for customers with third-party lenders and insurance companies. As of September 30, 2020, the Company operates a total of 61 stores in ten states, consisting of Alabama, Florida, Georgia, Kentucky, Maryland, Massachusetts, North Carolina, Ohio, South Carolina, and Texas. Operating results are generally subject to seasonal variations. Demand for products is generally highest during the third and fourth quarters of the fiscal year and, accordingly, revenues are generally expected to be higher during these periods. General economic conditions and consumer spending patterns can negatively impact the Company’s operating results. Unfavorable local, regional, national, or global economic developments, global public health concerns, including the COVID-19 pandemic, or uncertainties could reduce consumer spending and adversely affect the Company’s business. Consumer spending on discretionary goods may also decline as a result of lower consumer confidence levels, even if prevailing economic conditions are otherwise favorable. Economic conditions in areas in which the Company operates stores, particularly in the Southeast, can have a major impact on the Company’s overall results of operations. Local influences such as corporate downsizing, inclement weather such as hurricanes and other storms, environmental conditions, and other events could adversely affect the Company’s operations in certain markets and in certain periods. Any extended period of adverse economic conditions or low consumer confidence is likely to have a negative effect on the Company’s business. Sales of new boats from the Company’s top ten brands represent approximately 41.1%, 40.4% and 40.0% of total sales for the years ended September 30, 2020, 2019 and 2018, respectively, making them major suppliers of the Company. Of this amount, Malibu Boats, Inc, including its brands Malibu, Axis, Cobalt and Pursuit, accounted for 16.2%, 15.9% and 13.4% of our consolidated revenue for the years ended September 30, 2020, 2019 and 2018, respectively. As is typical in the industry, the Company contracts with most manufacturers under renewable annual dealer agreements, each of which provides the right to sell various makes and models of boats within a given geographic region. Any change or termination of these agreements, or the agreements discussed above, for any reason, or changes in competitive, regulatory, or marketing practices, including rebate or incentive programs, could adversely affect results of operations. Pre-owned boats are usually trade-ins from retail customers who are purchasing a boat from the Company. 82 Index Initial Public Offering On February 11, 2020, OneWater Inc completed its Offering of 5,307,693 shares of Class A common stock, par value $0.01 per share (the “Class A common stock”), which includes the exercise in full of the underwriters’ option to purchase up to 692,308 additional shares of Class A common stock pursuant to the Underwriting Agreement, at a price to the public of $12.00 per share. After deducting underwriting discounts and commissions, OneWater Inc received net proceeds of $59.2 million. OneWater Inc contributed all of the net proceeds of the Offering received to OneWater LLC in exchange for limited liability company interests in OneWater LLC (“LLC Units”). OneWater LLC used the net proceeds, cash on hand and borrowings under its Amended and Restated Credit and Guaranty Agreement by and among OneWater Inc, OneWater LLC and its subsidiaries, with Goldman Sachs Specialty Lending Group, L.P. (i) to pay $3.2 million to one Legacy Owner in exchange for the surrender of a preferred distribution right and (ii) to contribute cash to OWAO in exchange for additional units therein, and OWAO used such cash to fully redeem the preferred interest in subsidiary held by Goldman Sachs & Co. LLC and certain of its affiliates (collectively, “Goldman”) and affiliates of The Beekman Group (“Beekman”). Additionally, the Company provided certain of the existing owners of OneWater LLC, including Goldman and Beekman and certain members of the Company’s management team, the right to receive a tax distribution to cover taxable income arising as a result of OneWater LLC’s operating income through the period ending on the date of the closing of the Offering. Organizational Transactions In connection with the Offering and the related reorganization, OneWater Inc and OneWater LLC completed the following transactions (collectively, the “Organizational Transactions”): • OneWater LLC amended and restated its limited liability company agreement (the “Limited Liability Company Agreement”) to, among other things, provide for a single class of common units representing ownership interests in OneWater LLC and provide a mechanism pursuant to which holders of OneWater LLC Units (“LLC Unitholders”) may exchange LLC Units, together with an equal number of shares of Class B common stock, par value $0.01 per share (the “Class B common stock”), of OneWater Inc, for shares of Class A common stock of OneWater Inc on a one-for-one basis or, at OneWater LLC’s election, cash; • OneWater Inc amended and restated its certificate of incorporation and bylaws to, among other things, authorize (i) 40,000,000 shares of Class A common stock, par value $0.01 per share, (ii) 10,000,000 shares of Class B common stock, par value $0.01 per share, and (iii) 1,000,000 shares of Preferred stock, par value $0.01 per share (the “Preferred stock”). Shares of Class A common stock have one vote per share and have economic rights. Shares of Class B common stock have no economic rights, but have one vote per share; • Legacy Owners (references made herein to “Legacy Owners” refer to the owners of OneWater LLC as they existed immediately prior to OneWater Inc’s public offering) exchanged their existing membership interests in OneWater LLC for LLC Units; • Certain Legacy Owners contributed, directly or indirectly, their OneWater LLC Units to OneWater Inc in exchange for 780,213 shares of Class A common stock; • OneWater Inc entered into a tax receivable agreement (the “Tax Receivable Agreement”) with certain of the Legacy Owners that will continue to be LLC Unitholders. See Note 16 for additional details regarding the Tax Receivable Agreement; and • In connection with the Offering, the Board of Directors of OneWater Inc (the “Board”) adopted a long-term incentive plan (the “LTIP”) to incentivize individuals providing services to OneWater Inc and its subsidiaries and affiliates. The total number of shares reserved for issuance under the LTIP that may be issued pursuant to incentive stock options (which generally are stock options that meet the requirements of Section 422 of the Internal Revenue Code (the “Code”)) is 1,385,799. The LTIP is administered by the Board, except to the extent the Board elects a committee of directors to administer the LTIP. September Offering On September 22, 2020, OneWater Inc completed an underwritten public offering (the “September Offering”) of 3,170,868 shares of Class A common stock, at a public offering price of $20.00 per share, less underwriting discounts and commissions. OneWater Inc sold 425,000 shares of Class A common stock, and certain stockholders of the Company (the “Selling Stockholders”) sold 2,745,868 shares of Class A common stock. In connection with the September Offering, Goldman granted the underwriters a 30-day option to purchase up to an additional 475,630 shares of the Company’s Class A common stock (the “Optional Shares”). On September 29, 2020, the underwriters notified OneWater Inc and Goldman of their intent to purchase an additional 387,458 Optional Shares. The sale of the Optional Shares closed on October 2,2020. The Company did not receive any proceeds from the sale of the Optional Shares or the Class A common stock sold by Selling Stockholders. 83 Index After deducting underwriting discounts and commissions, OneWater Inc received net proceeds of $8.1 million. OneWater Inc contributed all of the net proceeds of the September Offering received to OneWater LLC in exchange for LLC Units. OneWater LLC used the net proceeds for general corporate purposes. Principles of Consolidation As the sole managing member of OneWater LLC, OneWater Inc operates and controls all of the businesses and affairs of OneWater LLC, and through OneWater LLC and its subsidiaries One Water Assets and Operations, South Shore Assets and Operations, Bosun’s Assets and Operations, Singleton Assets and Operations, Legendary Assets and Operations, South Florida Assets and Operations and Midwest Assets and Operations (collectively, the “Subsidiaries”), conducts its business. As a result, OneWater Inc consolidates the financial results of OneWater LLC and its subsidiaries and reports non-controlling interests related to the portion of LLC Units not owned by OneWater Inc, which will reduce net income (loss) attributable to OneWater Inc’s Class A stockholders. As of September 30, 2020, OneWater Inc owned 69.4% of the economic interest of OneWater LLC. Basis of Financial Statement Preparation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All adjustments, consisting of only normal recurring adjustments considered necessary for fair presentation, have been reflected in these consolidated financial statements. All intercompany transactions have been eliminated in consolidation. In addition, certain reclassifications of amounts previously reported have been made to the accompanying consolidated financial statements in order to conform to current presentation. The Company operates on a fiscal year basis with the first day of the fiscal year being October 1, and the last day of the year ending on September 30. Additionally, since there are no differences between net income and comprehensive income, all references to comprehensive income have been excluded from the accompanying consolidated financial statements. As discussed above, as a result of the Organizational Transactions, OneWater Inc is the sole managing member for OneWater LLC and consolidates OneWater LLC and its subsidiaries. The Organizational Transactions were considered transactions between entities under common control. As a result, the financial statements for periods prior to the completion of the Offering and Organizational Transactions have been adjusted to combine the previously separate entities for presentation purposes. Thus, for periods prior to completion of the Offering, the accompanying consolidated financial statements include the historical financial position and results of operations of OneWater LLC and its subsidiaries. COVID-19 Pandemic In the last two weeks of March 2020, the Company began seeing the impact of the COVID-19 global pandemic on its business. Based on the guidance of local governments and health officials, we temporarily closed or reduced staffing at certain departments and locations. The Company has implemented cleaning and social distancing techniques at each of its locations. In light of the current environment, the Company’s sales team members are providing certain customers with virtual walkthroughs of inventory and/or private, at home or on water showings. The duration and related impact on the Company’s consolidated financial statements is currently uncertain, and it is possible that the pandemic, including the resurgence of COVID-19 in certain geographic areas, may negatively impact the Company’s future results of operations. The Company is monitoring and assessing the situation and preparing for implications to the business, including the ability to safely operate its stores, access to inventory and customer demand. 2. Summary of Significant Accounting Policies Cash At times the amount of cash on deposit may exceed the federally insured limit of the bank. Deposit accounts at each of the institutions are insured up to $250,000 by the Federal Deposit Insurance Corporation (FDIC). At September 30, 2020 and 2019, the Company exceeded FDIC limits at various institutions. The Company has not experienced any losses in such accounts and believes there is little to no exposure to any significant credit risk. 84 Index Restricted Cash Restricted cash relates to amounts collected for pre-owned sales, in certain states, which are held in escrow on behalf of the respective buyers and sellers for future purchases of boats. Total customers deposits are shown as a liability on the consolidated balance sheets. These liabilities may be more than the applicable restricted cash balances and fluctuate due to timing differences and because in certain states the deposits are not restricted from use. Fair Value of Financial Instruments The Company’s financial instruments include cash, accounts receivable, accounts payable, other payables and accrued expenses and debt. The carrying values of cash, accounts receivable, accounts payable and other payables and accrued expenses approximate their fair values due to their short-term nature. The carrying value of debt approximates its fair value due to the debt agreements bearing interest at rates that approximate current market rates for debt agreements with similar maturities and credit quality. Inventories Inventories are stated at the lower of cost or net realizable value. The cost of the new and pre-owned boat inventory is determined using the specific identification method. In assessing lower of cost or net realizable value the Company considers the aging of the boats, historical sales of a brand and current market conditions. The cost of parts and accessories is determined using the weighted average cost method. Deferred Offering Costs Deferred offering costs, consisting primarily of legal, accounting, printing and filing services, and other direct fees and costs related to the Offering were capitalized. The deferred offering costs were offset against proceeds from the Offering upon the closing of the Offering. As of September 30, 2019, $2.6 million of deferred offering costs were recorded in prepaid expenses and other current assets. There were no deferred offering costs as of September 30, 2020. Vendor Consideration Received Consideration received from vendors is accounted for in accordance with FASB Accounting Standards Codification 330, ‘‘Inventory’’ (‘‘ASC 330’’). Pursuant to ASC 330, manufacturer incentives based upon cumulative volume of sales and purchases are recorded as a reduction of inventory cost and related cost of sales when the amounts are probable and reasonably estimable. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation of property and equipment is calculated using a straight-line method over the estimated useful lives. Leasehold improvements are amortized over the shorter of the lease period or the estimated useful lives. The estimated useful lives of assets are as follows: Year Company vehicles 5 Buildings and improvements 10-39 Leasehold improvements 15 Machinery and equipment 5-7 Office equipment 5-7 Expenditures for property and equipment or additions and major improvements that extend the useful life of assets are capitalized. Minor replacements, maintenance and repairs which do not extend the useful life of an asset are expensed as incurred. Property and equipment is reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. 85 Index The carrying value of property and equipment and other long-term assets (other than goodwill and indefinite life intangible assets) is evaluated for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If such an indication is present, the carrying amount of the asset is compared to the estimated undiscounted cash flows related to that asset. The Company would conclude that an asset may be impaired if the sum of such undiscounted expected future cash flows is less than the carrying amount of the related asset. If an asset is impaired, the impairment loss would be the amount by which the carrying amount of the related asset exceeds its fair value. We did not record an impairment of our property and equipment in fiscal years 2020, 2019 and 2018. Lease Commitments The Company leases certain land, buildings, machinery, equipment, wet slips and vehicles related to its dealerships’ operations under third-party operating leases. Certain leases include provisions for renewal periods and rent escalations. Rent expense under these agreements and month-to-month rentals were recognized on a straight-line basis and totaled $12.4 million, $10.1 million and $8.0 million for the years ended September 30, 2020, 2019 and 2018, respectively. Goodwill and Other Identifiable Intangible Assets Goodwill and intangible assets are accounted for in accordance with FASB Accounting Standards Codification 350, ‘‘ Intangibles - Goodwill and Other ’’ (‘‘ASC 350’’), which provides that the excess of cost over the fair value of the net assets of businesses acquired, including other identifiable intangible assets, is recorded as goodwill. Goodwill is an asset representing operational synergies and future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. In accordance with ASC 350, Goodwill is tested for impairment at least annually, or more frequently when events or circumstances indicate that impairment might have occurred. ASC 350 also states that if an entity determines, based on an assessment of certain qualitative factors, that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then a quantitative goodwill impairment test is unnecessary. In evaluating goodwill for impairment, if the fair value of a reporting unit is less than its carrying value, the difference would represent the amount of required goodwill impairment. To the extent the reporting unit’s earnings decline significantly or there are changes in one or more of these inputs that would result in a lower valuation, it could cause the carrying value of the reporting unit to exceed its fair value and thus require the Company to record goodwill impairment. The Company elected a qualitative assessment for our September 30, 2020 goodwill impairment testing and determined for both assessments as of September 30, 2020 and 2019, that it was more likely than not that the fair value of the reporting unit was greater than its carrying amount, and as a result, no impairment for goodwill was required for the years then ended. Identifiable intangible assets consist of trade names related to the acquisitions the Company has completed. The Company has determined that trade names have an indefinite life, as there are no economic, contractual or other factors that limit their useful lives and they are expected to generate value as long as the trade name is utilized by the dealer group, and therefore, are not subject to amortization. Financial statement risk exists to the extent identifiable intangibles become impaired due to the decrease in the fair value of the identifiable assets. The Company elected qualitative assessments for our September 30, 2020 identifiable intangible assets impairment testing and determined for both assessments as of September 30, 2020 and 2019, that it was more likely than not that the fair values of the Company’s identifiable intangible assets were greater than their carrying amounts, and as a result, no impairment for identifiable intangible assets was required for the years then ended. Sales Tax The Company collects sales tax on all of the Company’s sales to nonexempt customers and remits the entire amount to the states that imposed the sales tax on and concurrent with specific sales transactions. The Company’s accounting policy is to exclude the tax collected and remitted to the states from revenues and cost of sales. Revenue Recognition On October 1, 2019, the Company adopted ASC 606 (as defined below) using the modified retrospective approach applied only to contracts not completed as of the date of adoption, with no restatement of comparative periods. No adjustment was made to retained earnings as of the adoption date as the impact of the standard adoption was de minimis. Therefore, prior period comparative information has not been adjusted and continues to be reported under previous accounting standards in effect for those periods. 86 Index Revenue is recognized from the sale of products and commissions earned on new and pre-owned boats (including used, brokerage, consignment and wholesale) when ownership is transferred to the customer, which is generally upon acceptance or delivery to the customer. At the time of acceptance or delivery, the customer is able to direct the use of, and obtain substantially all of the benefits at such time. We are the principal with respect to revenue from new, used and consignment sales and such revenue is recorded at the gross sales price. With respect to brokerage transactions, we are acting as an agent in the transaction, therefore the fee or commission is recorded on a net basis. Revenue from parts and service operations (boat maintenance and repairs) are recorded over time as services are performed. Satisfaction of this performance obligation creates an asset with no alternative use for which an enforceable right to payment for performance to date exists within our contractual agreements. Each boat maintenance and repair service is a single performance obligation that includes both the parts and labor associated with the service. Payment for boat maintenance and repairs is typically due upon the completion of the service, which is generally completed within a period of one year or less from contract inception. Prior to the adoption of ASU 2014-09, “Revenue from Contracts with Customers, Topic 606,” revenue from parts and service operations were recognized when the customer took delivery of the part or serviced boat. Deferred revenue from storage and marina operations is recognized on a straight-line basis over the term of the contract as services are completed. Revenue from arranging financing, insurance and extended warranty contracts to customers through various third-party financial institutions and insurance companies is recognized when the related boats are sold. We do not directly finance our customers’ boat, motor or trailer purchases. Subject to our agreements and in the event of early cancellation of such loans or insurance contracts by the customer, we may be assessed a chargeback for a portion of the transaction price by the third-party financial institutions and insurance companies. We constrain our estimate of variable consideration associated with chargebacks based on our historical experience with repayments or defaults. Chargebacks were not material to the consolidated financial statements for the years ended September 30, 2020, 2019 and 2018. Contract liabilities consist of deferred revenues from marina and storage operations and customer deposits and are classified in customer deposits in the Company’s consolidated balance sheets. Deposits received from customers are recorded as a liability until the related sales orders have been fulfilled by us and control of the vessel is transferred to the customer. The activity in customer deposits for the year ended September 30, 2020 is as follows: ($ in thousands) For the Year Ended September 30, 2020 Beginning contract liability $ 4,880 Revenue recognized from contract liabilities included in the beginning balance (4,880 ) Increases due to cash received, net of amounts recognized in revenue during the period 17,280 Ending contract liability $ 17,280 In accordance with the new revenue standard requirements, the Company recorded a $1.5 million contract asset in prepaid expenses and other current assets as of September 30, 2020. Net income increased $0.9 million, basic and diluted EPS each increased $0.14 per share for the year ended September 30, 2020 in accordance with the adoption. Contract assets related to the repair and maintenance services are transferred to receivables when a repair order is completed and invoiced to the customer. The following table sets forth percentages on the timing of revenue recognition for the year ended September 30, 2020. 87 Index For the Year Ended September 30, 2020 Goods and services transferred at a point in time 97.0 % Goods and services transferred over time 3.0 % Total Revenue 100.0 % Advertising Costs We expense advertising and promotional costs as incurred and include them in selling, general, and administrative expenses in the accompanying consolidated statements of operations. Pursuant to ASC 606, we net amounts received under our co-op assistance programs from our manufacturers against the related advertising expenses. Advertising costs are expensed as incurred. Total advertising costs for the years ended September 30, 2020, 2019 and 2018, were $5.4 million, $7.0 million and $4.8 million, which are net of related co-op assistance of $0.7 million, $0.9 million and $0.8 million, respectively. Equity-Based Compensation Equity-based compensation plans are accounted for following the provisions of FASB Accounting Standards Codification 718, ‘‘ Compensation — Stock Compensation ’’ (‘‘ASC 718’’). Equity-based awards are designed to reward employees for their long-term contributions to the Company and to provide incentives for them to remain with the Company. Valuation models and the quoted market price of our common stock are used to value all equity-based compensation. Compensation for awards is measured at fair value on the grant date based on the number of shares expected to vest. The Company recognizes compensation cost for all awards on a straight-line basis over the requisite service period of the award. Income Taxes OneWater Inc is a corporation and as a result, is subject to U.S. federal, state and local income taxes. We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the consolidated financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the book value and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period in which the enactment date occurs. We recognize deferred tax assets to the extent we believe these assets are more-likely-than-not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. OneWater LLC is treated as a partnership for U.S. federal income tax purposes and therefore does not pay U.S. federal income tax on its taxable income. Instead, the OneWater LLC members are liable for U.S. federal income tax on their respective shares of the Company’s taxable income reported on the members’ U.S. federal income tax returns. When there are situations with uncertainty as to the timing of the deduction, the amount of the deduction, or the validity of the deduction, the Company adjusts the financial statements to reflect only those tax positions that are more-likely-than-not to be sustained. Positions that meet this criterion are measured using the largest benefit that is more than 50% likely to be realized. Interest and penalties related to income taxes are included in the benefit (provision) for income taxes in the consolidated statements of operations. Loan costs The Company accounts for its loan costs in accordance with FASB ASU No. 2015-03, ‘‘ Interest-Imputation Subtopic (835-30): Simplifying the Presentation of Debt Issuance Costs’’ , which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction of the carrying amount of that debt liability. Loan costs are amortized to interest expense on a straight-line basis over the life of the loan, which approximates the effective interest method. 88 Index Sale and Leaseback In accordance with ASC 840-40 ‘‘ Sales-Leaseback Transactions, ’’ the Company has recorded a deferred gain as of September 30, 2020 and 2019 in relation to the sale and leaseback of certain of the Company’s operating facilities and equipment during the year ended September 30, 2019. As such, the gains have been deferred and are being amortized on a straight-line basis over the life of the leases. Use of 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, disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the periods presented. Actual results could differ materially from these estimates. Estimates and assumptions are reviewed periodically, and the effects of any revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant estimates made in the accompanying consolidated financial statements include, but are not limited to, those relating to inventory mark downs, certain assumptions related to intangible and long-lived assets, share based compensation, fair value of warrants and accruals for expenses relating to business operations. Segment Information As of September 30, 2020 and September 30, 2019, the Company had one operating segment, marine retail. The marine retail segment consists of retail boat dealerships offering the sale of new and pre-owned boats, arrangement of finance and insurance products, performance of repair and maintenance services and offering marine related parts and accessories. The marine retail business has discrete financial information and is regularly reviewed by the Company’s chief operating decision maker (“CODM”) to assess performance and allocate resources. The Company has identified its Chief Executive Officer as its CODM. The Company has determined its marine retail operating segment is its reporting unit and is also the reportable segment. 3. New Accounting Pronouncements As an ‘‘emerging growth company’’ (‘‘EGC’’), the Jumpstart Our Business Startups Act (‘‘JOBS Act’’) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election. Adoption of New Accounting Standards In May 2014, the FASB issued Accounting Standards Update (‘‘ASU’’) No. 2014-09, ‘‘Revenue from Contracts with Customers (Topic 606)’’ (‘‘ASU 2014-09’’), as subsequently amended, a converged standard on revenue recognition. The new pronouncement requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also specifies the accounting for some costs to obtain or fulfill a contract with a customer, as well as enhanced disclosure requirements. ASU 2014-09 is effective for a public company’s annual reporting periods beginning after December 15, 2017. As an EGC the Company has elected to adopt ASU 2014-09 following the effective dates for private companies beginning with annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The Company adopted this update on October 1, 2019 using the modified retrospective approach applied only to contracts not completed as of the date of adoption, with no restatement of comparative periods. The details and the quantitative impact of the adoption are described in Note 2. As part of the adoption of the ASU, the Company elected to use the following practical expedients (i) not to adjust the promised amount of consideration for the effects of a significant financing component when the Company expects, at contract inception, that the period between the Company’s transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less and (ii) to expense costs as incurred for costs to obtain a contract when the amortization period would have been one year or less. 89 Index In August 2016, the FASB issued ASU 2016-15, ‘‘Statement of Cash Flows (Topic 230)’’ (‘‘ASU 2016-15’’). Additionally, in November 2016, the FASB issued ASU 2016-18, ‘‘Statement of Cash Flows (Topic 230)’’ (‘‘ASU 2016-18’’). These updates require organizations to reclassify certain cash receipts and cash payments within the Statement of Cash Flows and modify the classification and presentation of restricted cash. These ASU’s are effective for a public company’s annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. As an EGC, the Company has elected to adopt these ASU’s following the effective dates for private companies beginning with annual reporting periods beginning after December 15, 2018, including interim reporting periods within fiscal years beginning after December 15, 2019. The Company adopted this update on October 1, 2019 and it did not have a material impact on the consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, ‘‘Business Combinations (Topic 805)’’ (‘‘ASU 2017-01’’). This update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. As an EGC, the Company has elected to adopt ASU 2017-01 following the effective dates for private companies beginning with annual reporting periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The Company adopted this update on October 1, 2019, and it did not impact the consolidated financial statements. Standards Issued But Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, ‘‘Leases (Topic 842)’’ (‘‘ASU 2016-02’’). This update requires organizations to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. ASU 2016-02 is effective for a public company’s annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods. As an EGC, the Company has elected to adopt ASU 2016-02 following the effective dates for private companies beginning with annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, earlier application is permitted. The Company is currently in the process of evaluating the effects of this pronouncement on its consolidated financial statements, related disclosures and internal controls over financial reporting. The Company plans to adopt ASU 2016-02 in fiscal year 2023 and expects the adoption of ASU 2016-02 to have a significant and material impact on the consolidated balance sheet given the current lease agreements for the Company’s stores. Based on the current assessment, it is expected that most of the operating lease commitments will be subject to the new guidance and recognized as operating lease liabilities and right-of use assets upon adoption, resulting in a material increase in the assets and liabilities recorded on the consolidated balance sheet. The Company is continuing its assessment, which may identify additional impacts this standard will have on the consolidated financial statements and related disclosures and internal control over financial reporting. In June 2016, the FASB issued ASU 2016-13, ‘‘Financial instruments — Credit Losses’’ (“ASU 2016-13”). ASU 2016-13 requires entities to report ‘‘expected’’ credit losses on financial instruments and other commitments to extend credit rather than the current ‘‘incurred loss’’ model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU will also require enhanced disclosures relating to significant estimates and judgments used in estimating credit losses, as well as the credit quality. ASU 2016-13 is effective for a public company’s annual reporting periods beginning after December 15, 2019, and interim periods within those annual periods. As an EGC, the Company has elected to adopt ASU 2016-13 following the effective date for private companies beginning with annual reporting periods beginning after December 15, 2022, including interim periods within those annual periods. The Company is currently evaluating the impact that this standard will have on the consolidated financial statements. The Company plans to adopt ASU 2016-13 in fiscal year 2024. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes” . The pronouncement is effective for a public company’s annual reporting periods beginning after December 15, 2020, and interim periods within those annual periods. As an EGC, the Company has elected to adopt the pronouncement following the effective date for private companies beginning with annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact that this standard will have on the consolidated financial statements. The Company plans to adopt the pronouncement in fiscal year 2023. 90 Index In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform” , which provides temporary optional guidance to companies impacted by the transition away from the London Interbank Offered Rate (“LIBOR”). The guidance provides certain expedients and exceptions to applying GAAP in order to lessen the potential accounting burden when contracts, hedging relationships, and other transactions that reference LIBOR as a benchmark rate are modified. The guidance is effective upon issuance and expires on December 31, 2022. The Company is currently assessing the impact of the LIBOR transition and this ASU on the Company’s financial statements. 4. Acquisitions In the years ended September 30, 2019 and 2018, the Company completed acquisitions of multiple retail boat dealer groups in the United States. No acquisitions were completed during the year ended September 30, 2020. The results of operations of acquisitions are included in the accompanying consolidated financial statements from the acquisition date forward. The purchase price of acquisitions was allocated to identifiable tangible assets and intangible assets acquired based on their estimated fair values at the acquisition date, with the excess being allocated to goodwill. In fiscal 2019, we completed the following transactions: • On December 1, 2018, the Slalom Shop with two locations in Texas • On February 1, 2019, Ocean Blue Yacht Sales with three locations in Florida • On February 1, 2019, Ray Clepper Boat Center with one location in South Carolina • On May 1, 2019, Caribee Boat Sales and Marina with one location in Florida • On August 1, 2019, Central Marine with three locations in Florida Total purchase price of the fiscal 2019 acquisitions was $48.6 million and was paid with $19.4 million in cash and the remaining $29.2 million was financed with long-term debt and seller notes payable. Included in our results for the year ended September 30, 2019, the acquisitions contributed $62.0 million to our consolidated revenue and $4.0 million to our net income. Costs related to acquisitions are included in transaction costs and primarily relate to legal, accounting, and valuation fees, which are charged directly to operations in the accompanying consolidated statements of operations as incurred in the amount of $1.3 million for the year ended September 30, 2019. In fiscal 2018, we completed the following transactions: • On February 1, 2018, Texas Marine with three locations in Texas • On April 1, 2018, Spend-A-Day Marine with two locations in Ohio • On June 1, 2018, Bosun’s Marine with four locations in Massachusetts Total purchase price of the fiscal 2018 acquisitions was $31.0 million and was paid with $13.8 million in cash, an estimated payment of contingent consideration of $2.6 million, $12.0 million was financed with long-term debt and seller notes payable and $2.5 million was reinvested in Bosun’s Marine. Included in our results for the year ended September 30, 2018, the acquisitions contributed $68.4 million to our consolidated revenue and $6.1 million to our net income. Costs related to acquisitions are included in transaction costs and primarily relate to legal, accounting, and valuation fees, which are charged directly to operations in the accompanying consolidated statements of operations as incurred in the amount of $0.4 million for the year ended September 30, 2018. The table below summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date, including the goodwill recorded as a result of the fiscal 2019 transactions: Assets acquired and liabilities assumed for the Year Ended September 30, 2019 Prepaid expenses $ 249 Accounts receivable 2,062 Inventory 54,023 Property and equipment 7,045 Identifiable intangible assets 13,572 Goodwill 16,879 Liabilities assumed (45,189 ) Total purchase price $ 48,641 91 Index The following unaudited pro forma results of operations for the years ended September 30, 2019 and 2018 assumes that all 2019 and 2018 acquisitions were completed on October 1, 2017. ($ in thousands) 2019 2018 Pro forma revenues $ 827,488 $ 765,992 Pro forma net income $ 39,899 $ 8,910 5. Accounts Receivable The accounts receivable balance at September 30, 2020 and 2019, represents trade and other receivables. Accounts receivable primarily consists of contracts in transit. These amounts represent anticipated funding from the loan agreement customers execute at the store when they purchase their new or pre-owned boat. These finance contracts are typically funded within 30 days. Trade receivables include amounts due from customers on the sale of boats, parts, service, and storage. Amounts due from manufacturers represent receivables for various manufacturer incentive programs and parts and service work performed pursuant to the manufacturers’ warranties. Accounts receivable consisted of the following: ($ in thousands) September 30, 2020 September 30, 2019 Contracts in transit $ 13,532 $ 8,453 Trade and other accounts receivable 1,023 1,544 Manufacturer receivable 4,059 5,297 Total accounts receivable 18,614 15,294 Less – allowance for doubtful accounts (135 ) - Total accounts receivable, net $ 18,479 $ 15,294 The allowance for uncollectible receivables was not material to the consolidated financial statements as of September 30, 2020 or 2019. Management closely monitors outstanding accounts receivable for collectability based on the age of the receivable and the history of past collections and will write off any balances that are considered to be uncollectible. 6. Inventories Inventories consisted of the following at: ($ in thousands) September 30, 2020 September 30, 2019 New vessels $ 120,012 $ 234,312 Pre-owned vessels 21,262 33,729 Work in process, parts and accessories 8,850 9,297 Total inventories $ 150,124 $ 277,338 92 Index 7. Property and Equipment Property and equipment consisted of the following: ($ in thousands) September 30, 2020 September 30, 2019 Land $ 417 $ 1,066 Buildings and improvements 1,052 336 Leasehold improvements 6,609 5,197 Machinery and equipment 5,910 4,743 Office equipment 6,133 3,795 Company vehicles 5,496 4,537 Construction in progress 1,291 1,601 Total property and equipment 26,908 21,275 Less accumulated depreciation (8,466 ) (5,321 ) Total property and equipment, net $ 18,442 $ 15,954 For the years ended September 30, 2020, 2019 and 2018, depreciation and amortization expense totaled $3.2 million, $2.7 million and $1.7 million, respectively. 8. Goodwill and Other Identifiable Intangible Assets Our acquisitions have resulted in the recording of goodwill and other identifiable intangible assets. Goodwill is an asset representing operational synergies and future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Identifiable intangible assets consist of trade names related to the acquisitions the Company has completed. There were no acquisitions for the year ended September 30, 2020. The changes in goodwill and identifiable intangible assets for the year ended September 30, 2019 are as follows: ($ in thousands) Goodwill Balance as of September 30, 2018 $ 96,180 Goodwill acquisitions during the year 16,879 Balance as of September 30, 2019 113,059 Goodwill acquisitions/divestitures during the year - Balance as of September 30, 2020 $ 113,059 93 Index ($ in thousands) Identifiable Intangible Assets Balance as of September 30, 2018 $ 47,732 Identifiable intangible assets acquisitions during the year 13,572 Balance as of September 30, 2019 61,304 Identifiable intangible assets acquisitions/divestitures during the year - Balance as of September 30, 2020 $ 61,304 See Note 2 for more information about our annual impairment tests of goodwill and identifiable intangible assets. 9. Other Payables and Accrued Expenses Other payables and accrued expenses consisted of the following: ($ in thousands) September 30, 2020 September 30, 2019 Payroll accrual $ 10,691 $ 3,999 Sales tax payable 3,101 1,870 Other payables and accrued expenses 4,644 4,784 Acquisition contingent consideration 5,520 - Accrued interest 265 5,914 Total other payables and accrued expenses $ 24,221 $ 16,567 10. Notes Payable — Floor Plan The Company maintains an ongoing wholesale marine products inventory financing program with a syndicate of banks. The program is administered by Wells Fargo Commercial Distribution Finance, LLC (“Wells Fargo”). On July 22, 2020, the Company entered into the First Amendment to the Sixth Amended and Restated Inventory Financing Agreement (the “2020 Inventory Financing Facility”), to, among other things, address the refinancing on July 22, 2020 with Truist Bank, permit the payment of fees and expenses in connection with the termination of the Term and Revolver Credit Facility and permit the payment of transaction costs in connection with the Credit Agreement. The maximum borrowing amount available, interest rates and the termination date of the agreement remained unchanged. The Inventory Financing Facility is used to purchase new and pre-owned inventory (boats, engines, and trailers). The outstanding balance of the facility was $124.0 million and $225.4 million, as of September 30, 2020 and 2019, respectively. On February 11, 2020, in connection with the Offering, the Company and certain of its subsidiaries entered into the 2020 Inventory Financing Facility and, among other things, permitted certain payments and transactions in connection with the Offering, including payments under the Tax Receivable Agreement. The maximum borrowing amount available, interest rates and the termination date of the agreement remained unchanged. On November 26, 2019, the Company and certain of its subsidiaries entered into the Fifth Amended and Restated Inventory Financing Agreement (the “Inventory Financing Facility”) and, among other things, extended the maturity of the Inventory Financing Facility to September 28, 2021 and increased the maximum amount of borrowings under the Inventory Financing Facility from $292.5 million to $392.5 million. 94 Index Interest on new boats and for rental units is calculated using the one month London Inter-Bank Offering Rate (“LIBOR”) plus an applicable margin of 2.75% to 5.00% depending on the age of the inventory. Interest on pre-owned boats is calculated at the new boat rate plus 0.25%. Wells Fargo will finance 100.0% of the vendor invoice price for new boats, engines and trailers. As of September 30, 2020 the interest rate on the Inventory Financing Facility ranged from 2.90% to 5.15% for new inventory and 3.15% to 5.40% for pre-owned inventory. As of September 30, 2019 the interest rate on the Inventory Financing Facility ranged from 4.77% to 7.02% for new inventory and 5.02% to 7.27% for pre-owned inventory. Borrowing capacity available at September 30, 2020 and September 30, 2019 was $268.5 million and $67.1 million, respectively. The Inventory Financing Facility has certain financial and non-financial covenants as specified in the agreement. The financial covenants include requirements to comply with a maximum funded debt to EBITDA ratio as well as a minimum fixed charge coverage ratio. In addition, certain non-financial covenants could restrict the Company’s ability to sell assets (excluding inventory in the normal course of business), engage in certain mergers and acquisitions, incur additional debt and pay cash dividends or distributions, among others. The Company was in compliance with all convenants at September 30, 2020. The collateral for the 2020 Inventory Financing Facility consists primarily of our inventory that is financed through the 2020 Inventory Financing Facility and related assets, including accounts receivable, bank accounts and proceeds of the foregoing, and excludes the collateral that underlies the Credit Agreement (defined below). 11. Long-term Debt and Line of Credit 2020 Credit Agreement On July 22, 2020, the Company entered into a Credit Agreement (the “Credit Agreement”), with Truist Bank. The Credit Agreement provides for a $30.0 million revolving credit facility that may be used for revolving credit loans (including up to $5.0 million in swingline loans) and up to $5.0 million in letters of credit from time to time, and a $80.0 million term loan. Subject to certain conditions, the available amount under the revolving credit facility and the term loans may be increased by $50.0 million in the aggregate. The Credit Agreement bears interest at a rate that is equal to LIBOR for such interest period plus an applicable margin of up to 3.00%, subject to step-downs to be determined based on the consolidated leverage ratio. The revolving credit facility is subject to an unused line fee of up to 0.40%, subject to step-downs to be determined based on the consolidated leverage ratio . The revolving credit facility matures on July 22, 2025. The term loan is repayable in installments beginning on March 31, 2021, with the remainder due on July 22, 2025. In connection with the refinance on July 22, 2020, the Company used $30.9 million cash on hand and the $80.0 million term loan under the Credit Agreement to repay the $104.8 million outstanding principal and interest and a $4.2 million early termination fee under Term and Revolver Credit Facility (defined below). The remaining $1.9 million was recorded as debt issuance costs and will be amortized over the life of the Credit Agreement. In connection with the extinguishment, the Company also recognized $2.4 million of expense for unamortized debt issuance costs related to the Term and Revolver Credit Facility in the Consolidated Statements of Operations. The Credit Agreement is collateralized by certain real and personal property (including certain capital stock) of the Company and its subsidiaries. The collateral under the Credit Agreement does not include inventory and certain other assets of the Company’s subsidiaries financed under the 2020 Inventory Financing Facility. The Credit Agreement is subject to certain financial covenants related to the maintenance of a minimum fixed charge coverage ratio and a maximum consolidated leverage ratio. The credit agreement also contains non-financial covenants and restrictive provisions that, among other things, limit the ability of the Company to incur additional debt, transfer or dispose of all of its assets, make certain investments, loans or payments and engage in certain transactions with affiliates. The Company was in compliance with all convenants at September 30, 2020. Term and Revolver Credit Facility On February 11, 2020, in connection with the Offering, the Company entered into an Amended and Restated Credit and Guaranty Agreement (the “Term and Revolver Credit Facility”) by and among OneWater Inc, OneWater LLC and its subsidiaries, with Goldman Sachs Specialty Lending Group, L.P. The amendment, among other things, modified the terms to (i) increase the Revolving Facility from $5.0 million to $10.0 million, (ii) increase the maximum available under the Multi-Draw Term Loan from $60.0 million to $100.0 million, (iii) provide an uncommitted and discretionary multi-draw term loan accordion feature of up to $20.0 million, (iv) amend the repayment schedule of the Multi-Draw Term Loan to commence on March 31, 2022 (v) amend the scheduled maturity date of the Revolving Facility and Multi-Draw Term Loan to be February 11, 2025 and (vi) remove OWM BIP Investor, LLC as a lender. The Term and Revolver Credit Facility bore interest at a rate that is equal to LIBOR for such interest period (subject to a 1.50% floor) plus an applicable margin of up to 7.00%, subject to step-downs to be determined based on certain financial leverage ratio measures. The Term and Revolver Credit Facility included the option for the Company to defer cash payments of interest for twelve months and add the accrued interest to the outstanding principal of the note payable. This election was made and as a result, the interest rate was increased by 2.0%. Immediately upon closing of the agreement, the Company borrowed an additional $35.3 million on the Multi-Draw Term Loan. The Term and Revolver Credit Facility was repaid in full on July 22, 2020 in connection with the Credit Agreement. 95 Index The Term and Revolver Credit Facility was collateralized by all real, personal and mixed property (including capital units) of the Company. Under the agreement, the Company was required to be in compliance with various financial covenants including a minimum fixed charge coverage ratio, a maximum senior leverage ratio, a maximum total leverage ratio and $1,000,000 minimum consolidated liquidity. In addition, certain non-financial covenants could have restricted the Company’s ability to incur additional debt, make certain investments, enter into certain transactions with stockholders or affiliates, dispose of assets or pay dividends or distributions excluding distributions related to the payment of taxes by members On May 1, 2019, the Company further expanded the multi-draw term loan with Goldman and BIP. The maximum available under the facility was increased from $50.0 million to $60.0 million. The applicable interest rate, maturity, terms, conditions and covenants were unchanged. On February 1, 2018, the Company expanded the multi-draw term loan with Goldman and Beekman. The maximum available under the facility was increased from $20.0 million to $50.0 million. The applicable interest rate, maturity, terms, conditions and covenants were unchanged. The Company entered into a $20.0 million multi-draw term loan and a $5.0 million revolving line of credit with Goldman and Beekman on October 28, 2016. The loans and line of credit were subject to an applicable interest rate of 10.0% per annum. The multi-draw term loan was also subject to a 0.5% unused line fee. The multi-draw term loan was to be repaid in equal consecutive quarterly payments in the annual amount equal to 5.0% of the aggregate principal amount outstanding immediately prior to December 31, 2019. The loan was to mature on October 28, 2021 and the full principal and any accrued unpaid interest was due in full on that date. Repayments on the revolving line of credit could be made at any time. Long-term debt consisted of the following at: ($ in thousands) September 30, 2020 September 30, 2019 Term note payable to Truist Bank, secured and bearing interest at 2.40% at September 30, 2020. The note requires quarterly principal payments commencing on March 31, 2021 and maturing with a full repayment on July 22, 2025 $ 80,000 $ - Multi-draw term note payable to Goldman Sachs Specialty Lending Group, L.P. and OWM BIP Investor, LLC, secured and bearing interest at 10.0% at September 30, 2019. The note was repaid in full - 58,000 Revolving note payable for an amount up to $30.0 million to Truist Bank - - Revolving note payable for an amount up to $30.0 million to Goldman Sachs Specialty Lending Group, L.P. and OWM BIP Investor, LLC - - Note payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 0.0% to 8.9% per annum. The note requires monthly installment payments of principal and interest ranging from $100 to $5,600 through August 2025 2,454 2,371 Note payable to Central Marine Services, Inc., unsecured and bearing interest at 5.5% per annum. The note requires monthly interest payments, with a balloon payment of principal due on February 1, 2022 2,164 2,164 Note payable to Ocean Blue Yacht Sales, unsecured and bearing interest at 5.0% per annum. The note requires quarterly interest payments, with a balloon payment of principal due on February 1, 2022 1,920 1,920 Note payable to Lab Marine, Inc., unsecured and bearing interest at 6.0% per annum. The note requires annual interest payments, with a balloon payment of principal due on March 1, 2021 1,500 1,500 Note payable to Slalom Shop, LLC, unsecured and bearing interest at 5.0% per annum. The note requires quarterly interest payments, with a balloon payment of principal due on December 1, 2021 1,271 1,271 Note payable to Bosun’s Marine, Inc., unsecured and bearing interest at 4.5% per annum. The note requires annual interest payments with a balloon payment due on June 1, 2021 1,227 1,227 Note payable to Rebo, Inc., unsecured and bearing interest at 5.5% per annum. The note requires annual interest payments with a balloon payment due on April 1, 2021 1,000 1,000 Note payable to Rambo Marine, Inc., unsecured and bearing interest at 7.5% per annum. The note was repaid in full - 3,133 Note payable to Marina Mikes, LLC, unsecured and bearing interest at 5.0% per annum. The note was repaid in full - 2,125 Note payable to Sunrise Marine, Inc. and Sunrise Marine of Alabama, Inc., unsecured and bearing interest at 6.0% per annum. The note was repaid in full - 1,400 Note payable to Texas Marine, Inc., unsecured and bearing interest at 4.5% per annum. The note was repaid in full - 815 Total debt outstanding 91,536 76,926 Less current portion (net of current debt issuance costs) (7,419 ) (11,124 ) Less unamortized portion of debt issuance costs (2,140 ) (1,013 ) Long-term debt, net of current portion of unamortized debt issuance costs $ 81,977 $ 64,789 96 Index Principal repayment requirements of long-term debt at September 30, 2020 are as follows (in thousands): Year Ending September 30, Amount 2021 $ 7,949 2022 10,546 2023 6,700 2024 8,752 2025 57,589 Total principal payments $ 91,536 Debt issuance costs are amortized on a straight-line basis over the life of the loan, which approximates the effective interest method. During 2020 and 2019, the Company capitalized loan costs of $3.9 million and $0.2 million, respectively, and had accumulated amortization of $0.1 million and $0.7 million as of September 30, 2020 and 2019, respectively. In connection with the prepayment of the Term and Revolver Credit Facility, the Company wrote off unamortized debt issuance costs of $2.4 million which was included in loss on extinguishment of debt in the Consolidated Statements of Operations. Amortization for the years ended September 30, 2020, 2019 and 2018 amounted to $0.4 million, $0.3 million and $0.2 million, respectively, and is included in interest expense. The Company had no outstanding letters of credit as of September 30, 2020. 97 Index 12. Stockholders’ and Members’ Equity Equity-Based Compensation In periods prior to the Offering, the Company issued Profit in Interests awards to select members of executive management. These awards were for Class B units which represent non-voting units. These awards were to vest over three to five years and are designed to motivate and retain the executives through long-term performance incentives. As part of the Organizational Transactions, previously issued Profit in Interests awards fully and immediately vested and were exchanged for 32,754 OneWater LLC Units. In connection with the Offering, the Board adopted an LTIP to incentivize individuals providing services to OneWater Inc and its subsidiaries and affiliates. The LTIP provides for the grant, from time to time, at the discretion of the Board or a committee thereof, of (1) stock options, (2) stock appreciation rights, (3) restricted stock, (4) restricted stock units, (5) stock awards, (6) dividend equivalents, (7) other stock-based awards, (8) cash awards, (9) substitute awards and (10) performance awards. The total number of shares reserved for issuance under the LTIP that may be issued pursuant to incentive stock options (which generally are stock options that meet the requirements of Section 422 of the Code) is 1,385,799. The LTIP will be administered by the Board, except to the extent the Board elects a committee of directors to administer the LTIP. Class A common stock subject to an award that expires or is cancelled, forfeited, exchanged, settled in cash or otherwise terminated without delivery of shares (including forfeiture of restricted stock awards) and shares withheld to pay the exercise price of, or to satisfy the withholding obligations with respect to, an award will again be available for delivery pursuant to other awards under the LTIP. In connection with the consummation of the Offering, OneWater Inc granted to its named executive officers equity-based awards under the LTIP, which consist of (i) 17,333 restricted stock units subject to time-based vesting for each of Messrs. Singleton (Chief Executive Officer) and Aisquith (Chief Operating Officer), and (ii) 10,000 restricted stock units subject to time-based vesting for Mr. Ezzell (Chief Financial Officer). These restricted stock units vest in four equal annual installments commencing on February 7, 2021. During the period following the Offering through September 30, 2020, the Board approved the grant of an additional 139,727 time-based vesting restricted stock units. 39,727 restricted stock units fully vest on February 7, 2021 and the remaining 100,000 restricted stock units vest in four equal annual installments commencing on February 7, 2021. Compensation cost for restricted stock units is based on the closing price of our common stock on the date immediately preceding the grant and is recognized on a straight-line basis over the applicable vesting periods. During the period following the offering through September 30, 2020, the Board approved the grant of 67,000 performance share units, which represents 100% of the target award. Performance share units provide an opportunity for the recipient to receive a number of shares of our common stock based on our performance during fiscal year 2020 as measured against objective performance goals as determined by the Board. The actual number of units earned may range from 0% to 175% of the target number of units depending upon achievement of the performance goals. Performance share units vest in four equal annual installments. Upon vesting, each performance share unit equals one share of common stock of the Company. Compensation cost for performance share units is based on the closing price of our common stock on the date immediately preceding the grant and the ultimate performance level achieved, and is recognized on a graded basis over the four-year vesting period. As of September 30, 2020, the Company fully achieved the performance targets at 175% and therefore $0.5 million of expense related to the performance awards was recorded in the year ended September 30, 2020. 98 Index The following table further summarizes activity related to restricted stock units for the period from the Offering to September 30, 2020: Restricted Stock Unit Awards Number of Shares Weighted Average Grant Date Fair Value ($) Issued on February 11, 2020 44,666 $ 14.61 Awarded 256,977 15.98 Vested - - Forfeited - - Unvested at September 30, 2020 301,643 $ 15.78 For the year ended September 30, 2020, the Company recognized $1.6 million of compensation expense related to the grant of restricted stock units. As of September 30, 2020, the total unrecognized compensation expense related to outstanding equity awards was $3.2 million, which the Company expects to recognize over a weighted-average period of 1.6 years. Investor Voting Warrants On October 28, 2016, the Company issued 25,000 OneWater LLC common unit warrants in exchange for $1.0 million. The common unit warrants had a ten-year life from the date of issuance and provided the holders with a put right after 5 years, or potentially earlier, under certain circumstances. The holders of the warrants maintained full voting rights in OneWater LLC. As the common unit warrants could be settled in cash at the election of the holder, the fair value of the common unit warrants were included in warrant liability in the accompanying consolidated balance sheets as of September 30, 2019. The common unit warrants were exercised for $0.0001 per unit in exchange for cash or common units of OneWater LLC. In connection with the Offering, Goldman and Beekman received 2,148,806 OneWater LLC units upon exercise of the warrants. The Company engaged a third-party valuation specialist to assist management in performing a valuation of the fair value of the common unit warrants. Accordingly, the warrant liability was accounted for based on inputs that were unobservable and significant to the overall fair value measurement (Level 3). The valuation considered both a market and a discounted cash flows approach in arriving at the fair value of the common unit warrants. As previously noted, the common unit warrants were exercised at the Offering for common units of OneWater LLC and therefore no warrant liability existed as of September 30, 2020. As of September 30, 2019 the fair value of the warrant liability was $50.9 million. The Company recognized (income) expense of $(0.8) million, $(1.3) million and $33.2 million for the years ended September 30, 2020, 2019 and 2018, respectively, and this change in the fair value was recorded as a change in the fair value of warrants in the accompanying consolidated statements of operations. OneWater LLC Preferred Distribution As of September 30, 2019, the unpaid balance of the preferred distribution was $3.2 million. The 5% cumulative interest on the preferred distribution was recognized as a distribution when declared by the Board. As of September 30, 2019, unpaid cumulative interest on the preferred distribution was zero. On February 11, 2020, in connection with the Offering, the Company paid $3.2 million in exchange for the surrender of the preferred distribution right. Non-Controlling Interest In connection with the Offering, the former owners of Bosun’s Assets and Operations (“BAO”) and South Shore Assets and Operations (“SSAO”) received 290,466 and 306,199 shares of Class A common stock, respectively, for the surrender of their respective 25.0% ownership interests. The results of operations for BAO and SSAO have been included in the Company’s consolidated financial statements and the former owners’ minority interests have been recorded , accordingly , through the date of the Offering. 99 Index As discussed in Note 1, OneWater Inc consolidates the financial results of OneWater LLC and its subsidiaries and reports a non-controlling interest related to the portion of OneWater LLC owned by the LLC Unitholders. Changes in ownership interest in OneWater LLC while OneWater Inc retains its controlling interest will be accounted for as equity transactions. Future direct exchanges of LLC units will result in a change in ownership and reduce the amount recorded as a non-controlling interest and increase additional paid-in-capital. As of September 30, 2020, OneWater Inc owned 69.4% of the economic interest of OneWater LLC with the LLC Unitholders owning the remaining 30.6%. Earnings Per Share Basic and diluted earnings per share of Class A common stock is computed by dividing net income attributable to OneWater Inc for the period from February 11, 2020 through September 30, 2020 (the period following the Organizational Transactions and the Offering), by the weighted-average number of shares of Class A common stock outstanding during the same period. Diluted earnings per share is computed by giving effect to all potentially dilutive shares. There were no shares of Class A or Class B common stock outstanding prior to February 11, 2020, therefore no earnings per share information has been presented for any period prior to that date. The following table sets forth the calculation of earnings per share for the year ended September 30, 2020 (in thousands, except per share data): Earnings per share: Year Ended September 30, 2020 Numerator: Net income attributable to OneWater Inc $ 17,425 Denominator: Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share 6,243 Effect of dilutive securities: Restricted stock units 44 Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net income per share 6,287 Earnings per share of Class A common stock – basic $ 2.79 Earnings per share of Class A common stock – diluted $ 2.77 Shares of Class B common stock do not share in the income (losses) of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented. The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted earnings per share because the effect of including such potentially dilutive shares would have been antidilutive upon conversion (in thousands): Year Ended September 30, 2020 Class B common stock 8,324 Restricted stock units 220 8,544 100 Index 13. Retirement Plan The Company offers a 401(k) retirement plan to its full-time employees over the age of 21. The Company currently makes discretionary matching contributions of 50.0% for the first 4.0% of employee salary deferrals. The Company made discretionary contributions of $0.8 million, $0.6 million and $0.4 million for the years ended September 30, 2020, 2019 and 2018, respectively. 14. Fair Value Measurements In determining fair value, OneWater LLC uses various valuation approaches including market, income and/or cost approaches. FASB standard ‘‘ Fair Value Measurements ’’ (Topic 820) establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are those that reflect the Company’s expectation of the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that OneWater LLC has the ability to access. Assets utilizing Level 1 inputs include marketable securities that are actively traded. Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Asset and liability measurements utilizing Level 3 inputs include those used in estimating fair value of non-financial assets and non-financial liabilities in purchase acquisitions, those used in assessing impairment of property, plant and equipment and other intangibles and those used in the reporting unit valuation in the annual goodwill impairment evaluation contingent consideration and those used in the valuation of the warrant liability. The availability of observable inputs can vary and is affected by a wide variety of factors. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment required in determining fair value is greatest for assets and liabilities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement. Fair value measurements can be volatile based on various factors that may or may not be within the Company’s control. 15. Redeemable Preferred Interest in Subsidiary On September 1, 2016, the Company organized OWAO. As of September 30, 2016, OWAO was not funded. In conjunction with Goldman and Beekman, OneWater LLC contributed a majority of its assets, including subsidiaries operating all of its retail operations, to OWAO in return for 100,000 common units. Additionally, as a part of the transaction, OWAO issued 68,000 preferred units in OWAO to Goldman and Beekman. The preferred interest had a stated 10.0% rate of return and there was no allocation of profits in excess of the stated return. The preferred interests were not convertible but may have been redeemed by the holder after 5 years or upon certain triggering events at face value plus accrued interest. The Company had classified the redeemable preferred interest as temporary equity in the consolidated balance sheets. The discount on the issuance of the redeemable preferred interest was being accreted to members’ equity as a dividend from the date of issuance through the fifth anniversary of the issuance date. On February 11, 2020, in connection with the Offering, OWAO used $89.2 million in cash to fully redeem the preferred interest in subsidiary held by Goldman and Beekman. 101 Index 16. Income Taxes The Company is a corporation and, as a result is subject to U.S. federal, state and local income taxes. OneWater LLC is treated as a pass-through entity for U.S. federal tax purposes and in most state and local jurisdictions. As such, OneWater LLC’s members, including the Company, are liable for federal and state income taxes on their respective shares of OneWater LLC’s taxable income. The components of income tax expense are: ($ in thousands) Year Ended September 30, 2020 Current: Federal $ 4,384 State 1,436 5,820 Deferred: Federal 395 State 114 509 Income tax expense $ 6,329 A reconciliation of the United States statutory income tax rate to the Company’s effective income tax rate is as follows: For the Years Ended September 30, 2020 2019 2018 Statutory federal tax rate 21.0 % 21.0 % 21.0 % Income attributable to non-controlling interests and nontaxable income (12.4 ) (21.0 ) (21.0 ) State income taxes, net of federal benefit 2.3 - - Other 0.6 - - Effective income tax rate 11.5 % - % - % Details of the Company’s deferred tax assets and liabilities are as follows: ($ in thousands) September 30, 2020 Deferred tax assets: Investment in partnerships $ 9,063 Tax receivable agreement 3,791 Total 12,854 Valuation allowance - Total deferred tax assets 12,854 Total deferred tax liabilities - Deferred tax assets, net $ 12,854 There was no valuation allowance recorded against the deferred tax asset as of September 30, 2020. As of September 30, 2020, we had income taxes payable of $5.6 million which is included in Accounts Payable. 102 Index As of September 30, 2020 and 2019, the Company has not recognized any uncertain tax positions, penalties, or interest as management has concluded that no such positions exist. The Company is subject to examination for the tax years beginning with the year ended September 30, 2020. The Company is not currently subject to income tax audits in any U.S. or state jurisdiction for any tax year. Tax Receivable Agreement As of September 30, 2020, our liability under the Tax Receivable Agreement was $15.6 million, representing 85% of the calculated net cash savings in U.S. federal, state and local income tax and franchise tax that OneWater Inc anticipates realizing in future years from the result of certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of OneWater Inc’s acquisition of LLC Units pursuant to an exercise of the Redemption Right or the Call Right (each as defined in the Limited Liability Company Agreement). The projection of future taxable income involves significant judgment. Actual taxable income may differ from our estimates, which could significantly impact our ability under the Tax Receivable Agreement. We have determined it is more-likely-than-not that we will be able to utilize all of our deferred tax assets subject to the Tax Receivable Agreement; therefore, we have recorded a liability under the Tax Receivable Agreement related to the tax savings we may realize from certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of OneWater Inc’s acquisition of LLC Units pursuant to an exercise of the Redemption Right or Call Right (each as defined in the Limited Liability Company Agreement). If we determine the utilization of these deferred tax assets is not more-likely-than-not in the future, our estimate of amounts to be paid under the Tax Receivable Agreement would be reduced. In this scenario, the reduction of the liability under the Tax Receivable Agreement would result in a benefit to our consolidated statements of operations. 17. Contingencies and Commitments The Company recorded rent expense of $12.4 million, $10.1 million and $8.0 million during the years ended September 30, 2020, 2019 and 2018, respectively. The Company leases certain facilities and equipment under noncancelable operating lease agreements having terms in excess of one year expiring through 2037. Future minimum lease payments under these noncancelable leases as of September 30, 2020, are summarized as follows: Year Ending September 30, Amount (in thousands) 2021 $ 10,195 2022 9,357 2023 8,851 2024 8,677 2025 8,421 Thereafter 48,983 Total minimum lease payments $ 94,484 Sale and Leaseback In August 2019, the Company entered into a sale and leaseback transaction for certain operating facilities and equipment. In accordance with ASC 840-40 ‘‘ Sales-Leaseback Transactions ,’’ at September 30, 2020 and 2019 the Company has a deferred gain of $1.6 million and $1.7 million, respectively, related to certain operating facilities and equipment. The deferred gain is being amortized over the life of the leases through July 2034. The Company also recognized a loss of $1.4 million related to certain operating facilities and equipment. Total proceeds from sales and leaseback in the year ended September 30, 2019 were $15.6 million. 103 Index Acquisition Contingent Consideration As of September 30, 2020, the Company has recorded an estimate of contingent consideration for a fiscal year 2019 acquisition in the amount of $5.5 million. The acquisition contingent consideration liability has been accounted for based on inputs that are unobservable and significant to the overall fair value measurement (Level 3). As of September 30, 2019, the contingency period for a fiscal year 2018 transaction had closed and a final payout in the amount of $1.5 million has been recorded. These amounts have been recorded in other payables and accrued expenses in the consolidated financial statements. Employment Agreements The Company is party to employment agreements with certain executives, which provide for compensation, other benefits and severance payments under certain circumstances. The Company also has consulting and noncompete agreements in place with previous owners of acquired companies. Claims and Litigation The Company is involved in various legal proceedings as either the defendant or plaintiff. Due to their nature, such legal proceedings involve inherent uncertainties including, but not limited to, court rulings, negotiations between the affected parties and other actions. Management assesses the probability of losses or gains for such contingencies and accrues a liability and/or discloses the relevant circumstances as appropriate. In the opinion of management, it is not reasonably probable that the pending litigation, disputes or claims against the Company, if decided adversely, will have a material adverse effect on its financial condition, results of operations or cash flows. Additionally, based on the Company’s review of the various types of claims currently known, there is no indication of a material reasonably possible loss in excess of amounts accrued. The Company currently does not anticipate that any known claim will materially adversely affect our financial condition, liquidity, or results of operations. However, the outcome of any matter cannot be predicted with certainty, and an unfavorable resolution of one or more matters presently known or arising in the future could have a material adverse effect on the Company’s financial condition, liquidity or results of operations. Risk Management The Company is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets; errors and omissions and natural disasters for which the Company carries commercial insurance. There have been no significant reductions in coverage from the prior year and settlements have not exceeded coverage in the past years. 18. Related Party Transactions In accordance with agreements approved by the Board, we purchased inventory, in conjunction with our retail sale of the inventory, from certain entities affiliated with common members of the Company. For the years ended September 30, 2020, 2019 and 2018, $60.8 million, $30.8 million and $34.2 million, respectively, in total purchases were incurred under these arrangements. A subsidiary of the Company holds a warrant to purchase one such entity for equity in inventory plus $1, which approximates fair value, that expires on March 1, 2021. In accordance with agreements approved by the Board, certain entities affiliated with common members of the Company receive fees for rent of commercial property. For the years ended September 30, 2020, 2019 and 2018, $2.2 million, $2.1 million and $2.0 million, respectively, in total expenses were incurred under these arrangements. In accordance with agreements approved by the Board, the Company received fees from certain entities and individuals affiliated with common members of the Company for goods and services. For the years ended September 30, 2020, 2019 and 2018, $4.1 million, $2.9 million and $2.1 million, respectively, were recorded under these arrangements. In accordance with agreements approved by the Board, the Company made payments to certain entities and individuals affiliated with common members of the Company for goods and services. For the years ended September 30, 2020, 2019 and 2018, $0.5 million, $1.0 million and $1.0 million, respectively, were recorded under these arrangements. Included in these amounts and in connection with our notes payable floor plan financing, our Chief Executive Officer was paid a guarantee fee of $0.3 million, $0.7 million and $0.5 million for each of the years ended September 30, 2020, 2019 and 2018, respectively, for his personal guarantee associated with this arrangement. 104 Index In accordance with agreements approved by the Board, on August 22, 2020, the Company purchased the website domain name “Boatsforsale.com” from certain entities affiliated with certain directors and officers of the Company for $0.4 million. In connection with transactions noted above, the Company was due $0.1 million as recorded within accounts receivable as of both September 30, 2020 and 2019. 19. Quarterly Financial Data (Unaudited) Three Months Ended (in thousands, except per share amounts) December 31, March 31, June 30, September 30, 2020 Revenue $ 153,698 $ 189,963 $ 408,273 $ 271,036 Gross profit 32,189 44,584 94,685 64,066 Income from operations (1) 2,552 8,722 50,678 16,517 Net (loss) income (1,067 ) 2,979 40,622 5,974 Net income attributable to OneWater Marine Inc - 1,085 14,367 1,973 Earnings per share of Class A common stock – basic (2) - $ 0.18 $ 2.36 $ 0.30 Earnings per share of Class A common stock – diluted (2) - $ 0.18 $ 2.36 $ 0.30 2019 Revenue $ 103,278 $ 180,771 $ 274,824 $ 208,751 Gross profit 23,319 39,725 62,731 46,351 Income from operations (1) 785 12,803 26,927 12,777 Net income (loss) 2,510 (2,951 ) 32,680 5,024 Net income attributable to OneWater Marine Inc - - - - Earnings per share of Class A common stock – basic (2) - - - - Earnings per share of Class A common stock – diluted (2) - - - - (1) Transaction costs reported as other expenses for the three months ended December 31, 2019 and 2018 have been reclassified as operating expenses to conform to the presentation of the other quarters. (2) Represents earnings per share of Class A common stock and weighted-average shares of Class A common stock outstanding for the period from February 11, 2020 through September 30, 2020, the period following the Organizational Transactions and Offering. See Note 1. 20. Subsequent events Management evaluated events occurring subsequent to September 30, 2020 through December 3, 2020, the date these consolidated financial statements were available for issuance and other than as noted below determined that no material recognizable subsequent events occurred. In connection with the September Offering, an affiliate of Goldman granted the underwriters a 30-day option to purchase up to an additional 475,630 shares of the Company’s Class A common stock (the “Optional Shares”). On September 29, 2020, the underwriters notified the Company and Goldman of their intent to purchase an additional 387,458 Optional Shares. The sale of the Optional Shares closed on October 2, 2020. The Company did not receive any proceeds from the sale of the Optional Shares. We entered into a definitive agreement on November 18, 2020, to acquire substantially all of the assets of Tom George Yacht Group, which will add two locations in Florida, and the transaction is expected to close before December 31, 2020. 105 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.