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 76 Consolidated Balance Sheets as of September 30, 2021 and 2020 78 Consolidated Statements of Operations for the Years Ended September 30, 2021, 2020 and 2019 79 Consolidated Statements of Stockholders’ and Members’ Equity for the Years Ended September 30, 2021, 2020 and 2019 80 Consolidated Statements of Cash Flows for the Years Ended September 30, 2021, 2020 and 2019 81 Notes to the Consolidated Financial Statements 82 75 Table of Contents 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, 2021 and 2020, 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, 2021, 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, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2021, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of September 30, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated December 17, 2021 expressed an unqualified opinion. Change in accounting principle As discussed in Note 3 to the consolidated financial statements, the Company has changed its method of accounting for leases as of October 1, 2020, due to the adoption of Accounting Standards Codification Topic 842, Leases . 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 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. 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. Critical audit matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 76 Table of Contents Valuation of Contingent Consideration As described further in note 4 to the consolidated financial statements, the Company recognized liabilities for contingent consideration related to the acquisitions of Walker Marine Group and PartsVu. The estimated liabilities for contingent consideration are remeasured at each reporting date based on updated assumptions. At September 30, 2021, the contingent consideration liabilities related to Walker Marine Group and PartsVu was $6.9 million and $3.3 million, respectively. The estimated contingent consideration is subject to achievement of certain post-acquisition increases in adjusted earnings before interest, taxes, depreciation, and amortization (“adjusted EBITDA”). The contingent consideration was determined by management using weighted average projections for the estimated post-acquisition adjusted EBITDA and was based on the Company’s historical experience with acquisitions as well as current forecasts for the industry. We identified the valuation of the acquisition-date fair value and subsequent reporting period-end revaluation of the contingent consideration related to Walker Marine Group and PartsVu as a critical audit matter because of the significant judgements required by management to estimate the liabilities. The principal considerations for our determination that the valuation of contingent consideration related to Walker Marine Group and PartsVu is a critical audit matter are that management’s assumptions for the amount and timing of forecasted adjusted EBITDA and discount rates utilized in the model are subjective in nature. Auditing management’s assumptions involved a high degree of auditor judgment and increased audit effort, including the use of valuation specialists, as changes in these assumptions could have a significant impact on the fair value of the contingent consideration. Our audit procedures related to the Company’s valuation of contingent consideration related to Walker Marine Group and PartsVu included the following, among others: • We tested the reasonableness of the forecasted adjusted EBITDA by (1) comparing projected amounts to historical periods and trends and (2) obtained an understanding of drivers of underlying projected amounts, including consideration of industry information and economic trends. • We utilized a specialist, who: o Developed an independent estimate of the fair value of the contingent consideration utilizing a different model than management. Valuation of trade names acquired As described further in note 4 to the consolidated financial statements, during the year ended September 30, 2021, the Company acquired Walker Marine Group, Roscioli Yachting Center, Tom George Yacht Group, Stone Harbor Marina and PartsVu. The Company’s accounting for these acquisitions included determining the fair value of the $24.0 million of tradenames acquired. The Company applies an income approach for the fair value of trade names, which discounts the estimate of future net cash flow using an appropriate discount rate that reflects the risks associated with such projected future cash flow. We identified the valuation of tradenames acquired during the year ended September 30, 2021 as a critical audit matter because of the significant judgements required by management to estimate the fair value. The principal considerations for our determination that the valuation of trade names acquired during the year ended September 30, 2021 is a critical audit matter are that management assumptions for sales projections of acquired companies, royalty rates utilized in the relief from royalty methodology, and discount rates, are subjective in nature. Our audit procedures related to the Company’s valuation of trade names acquired during the year ended September 30, 2021 included the following, among others: • We tested the reasonableness of the revenue growth rates by (1) comparing projected amounts to historical periods and trends and (2) obtaining an understanding of drivers of underlying projected amounts, including consideration of industry information and economic trends. • We utilized a specialist in evaluating the appropriateness of the Company’s methodology and the royalty rates and discount rates used in the valuation. Our specialists calculated a range of rates using market participant inputs and performed analysis to test sensitivity to changes in the royalty and discount rates. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2017. Atlanta, Georgia December 17, 2021 77 Table of Contents ONEWATER MARINE INC. CONSOLIDATED BALANCE SHEETS ($ in thousands, except par value and share data) September 30, 2021 September 30, 2020 Assets Current assets: Cash $ 62,606 $ 66,087 Restricted cash 11,343 2,066 Accounts receivable, net 28,529 18,479 Inventories 143,880 150,124 Prepaid expenses and other current assets 34,580 15,302 Total current assets 280,938 252,058 Property and equipment, net 67,114 18,442 Operating lease right-of-use assets 89,141 - Other assets: Deposits 526 350 Deferred tax assets 29,110 12,854 Identifiable intangible assets 85,294 61,304 Goodwill 168,491 113,059 Total other assets 283,421 187,567 Total assets $ 720,614 $ 458,067 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 18,114 $ 12,781 Other payables and accrued expenses 27,665 24,221 Customer deposits 46,610 17,280 Notes payable – floor plan 114,234 124,035 Current portion of operating lease liabilities 9,159 - Current portion of long-term debt 11,366 7,419 Current portion of tax receivable agreement liability 482 - Total current liabilities 227,630 185,736 Long-term Liabilities: Other long-term liabilities 14,991 1,482 Tax receivable agreement liability 39,622 15,585 Noncurrent operating lease liabilities 80,464 - Long-term debt, net of current portion and unamortized debt issuance costs 103,074 81,977 Total liabilities 465,781 284,780 Stockholders’ Equity: Preferred stock, $ 0.01 par value, 1,000,000 shares authorized, none issued and outstanding as of September 30, 2021 and September 30, 2020 - - Class A common stock, $ 0.01 par value, 40,000,000 shares authorized, 13,276,538 shares issued and outstanding as of September 30, 2021 and 10,391,661 issued and outstanding as of September 30, 2020 133 104 Class B common stock, $ 0.01 par value, 10,000,000 shares authorized, 1,819,112 shares issued and outstanding as of September 30, 2021 and 4,583,637 issued and outstanding as of September 30, 2020 18 46 Additional paid-in capital 150,825 105,947 Retained earnings 74,952 16,757 Total stockholders’ equity attributable to OneWater Marine Inc. 225,928 122,854 Equity attributable to non-controlling interests 28,905 50,433 Total stockholders’ equity 254,833 173,287 Total liabilities and stockholders’ equity $ 720,614 $ 458,067 78 Table of Contents ONEWATER MARINE INC. CONSOLIDATED STATEMENTS OF OPERATIONS ($ in thousands except per share data) For the Years Ended September 30, 2021 2020 2019 Revenues New boat $ 872,680 $ 717,093 $ 526,774 Pre-owned boat 216,416 205,650 153,010 Finance & insurance income 42,668 36,792 26,151 Service, parts & other 96,442 63,435 61,689 Total revenues 1,228,206 1,022,970 767,624 Cost of sales (exclusive of depreciation and amortization shown separately below) New boat 661,764 585,720 434,242 Pre-owned boat 162,278 168,261 127,018 Service, parts & other 46,709 33,465 34,238 Total cost of sales 870,751 787,446 595,498 Selling, general and administrative expenses 199,049 143,575 116,503 Depreciation and amortization 5,411 3,249 2,682 Transaction costs 869 3,648 1,323 Loss (gain) on contingent consideration 3,249 6,762 ( 1,674 ) Income from operations 148,877 78,290 53,292 Other expense (income) Interest expense – floor plan 2,566 8,861 9,395 Interest expense – other 4,344 8,828 6,568 Change in fair value of warrant liability - ( 771 ) ( 1,336 ) Loss on extinguishment of debt - 6,559 - Other (income) expense, net ( 248 ) ( 24 ) 1,402 Total other expense (income), net 6,662 23,453 16,029 Income before income tax expense 142,215 54,837 37,263 Income tax expense 25,802 6,329 - Net income 116,413 48,508 37,263 Less: Net income attributable to non-controlling interests 350 1,606 Net income attributable to One Water Marine Holdings, LLC $ 35,657 Less: Net income attributable to non-controlling interests of One Water Marine Holdings, LLC 37,354 30,733 Net income attributable to OneWater Marine Inc. $ 79,059 $ 17,425 Earnings per share of Class A common stock – basic (1) $ 7.13 $ 2.79 Earnings per share of Class A common stock – diluted (1) $ 6.96 $ 2.77 Basic weighted-average shares of Class A common stock outstanding (1) 11,087 6,243 Diluted weighted-average shares of Class A common stock outstanding (1) 11,359 6,287 (1) For the fiscal year ended September 30, 2020, 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 OneWater Marine Inc.’s initial public offering. See Note 1. 79 Table of Contents 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, 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 the initial public offering - ( 1,394 ) - - - - - - 350 ( 1,044 ) Distributions to members prior to the initial public offering ( 1,310 ) ( 310 ) - - - - - - ( 732 ) ( 1,042 ) Accumulated unpaid preferred returns prior to the initial public offering 3,187 ( 3,187 ) - - - - - - - ( 3,187 ) Accretion of redeemable preferred and issuance costs prior to the initial public offering 236 ( 236 ) - - - - - - - ( 236 ) Equity-based compensation prior to the initial public offering - 655 - - - - - - - 655 Effect of the initial public offering and related 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 the initial public offering - - - - - - - ( 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 the initial public offering - - - - - - 1,558 - - 1,558 Net income subsequent to the initial public offering - - - - - - - 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 Net income - - - - - - - 79,059 37,354 116,413 Distributions to members - - - - - - - ( 1,160 ) ( 8,813 ) ( 9,973 ) Dividends and distributions - - - - - - - ( 20,777 ) ( 7,328 ) ( 28,105 ) Effect of September offering, including underwriter exercise of option to purchase shares - - 387 4 ( 387 ) ( 4 ) 4,146 - ( 4,256 ) ( 110 ) Exchange of B shares for A shares - - 2,377 24 ( 2,377 ) ( 24 ) 38,485 - ( 38,485 ) - Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis - - - - - - ( 4,186 ) - - ( 4,186 ) Shares issued upon vesting of equity-based awards, net of tax withholding - - 85 1 - - ( 803 ) - - ( 802 ) Shares issued in connection with a business combination - - 36 - - - 1,495 - - 1,495 Adjustment to adopt Topic 842 - - - - - - - 1,073 - 1,073 Equity-based compensation - - - - - - 5,741 - - 5,741 Balance at September 30, 2021 $ - $ - 13,277 $ 133 1,819 $ 18 $ 150,825 $ 74,952 $ 28,905 $ 254,833 80 Table of Contents ONEWATER MARINE INC. CONSOLIDATED STATEMENTS OF CASH FLOWS ($ in thousands) For the Years Ended September 30, 2021 2020 2019 Cash flows from operating activities Net income $ 116,413 $ 48,508 $ 37,263 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 5,411 3,249 2,682 Equity-based compensation 5,741 2,213 154 (Gain) loss on asset disposals ( 94 ) 10 1,371 Change in fair value of warrant liability - ( 771 ) ( 1,336 ) Loss on extinguishment of debt - 6,559 - Non-cash interest expense 659 477 3,478 Deferred income tax provision 3,728 509 - Loss (gain) on contingent consideration 2,872 5,520 ( 1,674 ) (Increase) decrease in assets: Accounts receivable ( 9,531 ) ( 3,185 ) ( 2,344 ) Inventories 25,289 127,214 ( 38,954 ) Prepaid expenses and other current assets ( 18,924 ) ( 7,984 ) ( 5,565 ) Deposits ( 173 ) ( 5 ) 2 Increase (decrease) in liabilities: Accounts payable ( 26 ) 7,235 ( 966 ) Other payables and accrued expenses 4,010 10,528 614 Customer deposits 24,048 12,400 ( 450 ) Net cash provided by (used in) operating activities 159,423 212,477 ( 5,725 ) Cash flows from investing activities Purchases of property and equipment and construction in progress ( 9,896 ) ( 6,309 ) ( 7,291 ) Proceeds from disposal of property and equipment 233 1,637 73 Proceeds from sale and leaseback - - 15,623 Cash used in acquisitions ( 107,467 ) - ( 19,403 ) Net cash used in investing activities ( 117,130 ) ( 4,672 ) ( 10,998 ) Cash flows from financing activities Net (payments) borrowings from floor plan ( 23,497 ) ( 101,342 ) 24,401 Proceeds from long-term debt 30,000 129,306 13,801 Payments on long-term debt ( 8,878 ) ( 121,800 ) ( 9,942 ) Payments of debt issuance costs ( 701 ) ( 3,910 ) ( 203 ) Payments of debt extinguishment costs - ( 4,207 ) - Payments of initial public offering costs - ( 5,646 ) ( 1,148 ) Payments of September offering costs ( 540 ) - - 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 - Payments of tax withholdings for equity-based awards ( 802 ) - - Dividends and distributions ( 27,070 ) - - Distributions to members ( 5,009 ) ( 18,895 ) ( 11,087 ) Net cash (used in) provided by financing activities ( 36,497 ) ( 151,144 ) 12,458 Net change in cash 5,796 56,661 ( 4,265 ) Cash and restricted cash at beginning of period 68,153 11,492 15,757 Cash and restricted cash at end of period $ 73,949 $ 68,153 $ 11,492 Supplemental cash flow disclosures Cash paid for interest $ 6,251 $ 17,212 $ 12,485 Cash paid for income taxes 28,537 246 - Noncash items Acquisition purchase price funded by long-term debt $ - $ - $ 18,800 Acquisition purchase price funded by seller notes payable 2,056 - 10,438 Acquisition purchase price funded by contingent consideration 9,200 - - Acquisition purchase price funded by issuance of Class A common stock 1,495 - - Accrued purchase consideration 1,889 - - Purchase of property and equipment funded by long-term debt 1,820 1,190 1,067 Dividends payable 1,035 - - Distributions payable 4,964 - - Offering costs, accrued not yet paid - 430 1,500 Initial operating lease right-of-use-assets for adoption of Topic 842 71,823 - - 81 Table of Contents 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 “IPO”) 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 marine retailers in the United States. The Company engages primarily in the retail sale, brokerage, and service of new and pre-owned boats, motors, trailers, 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, 2021, the Company operates a total of 70 stores in eleven states, consisting of Alabama, Florida, Georgia, Kentucky, Maryland, Massachusetts, New Jersey, 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 42.9 %, 41.1 % and 40.4 % of total sales for the years ended September 30, 2021, 2020 and 2019, respectively, making them major suppliers of the Company. Of this amount, Malibu Boats, Inc, including its brands Malibu, Axis, Cobalt, Pursuit, Maverick, Hewes, Cobia and Pathfinder accounted for 17.0 %, 17.0 % and 15.9 % of our consolidated revenue for the years ended September 30, 2021, 2020 and 2019, 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 Table of Contents Initial Public Offering On February 11, 2020, OneWater Inc completed its IPO 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 IPO 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 IPO. 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. 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. 83 Table of Contents 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, Central 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 OneWater LLC Units (the “OneWater LLC Units”) not owned by OneWater Inc, which will reduce net income attributable to OneWater Inc’s Class A stockholders. As of September 30, 2021, OneWater Inc owned 87.9 % 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, the Company is the sole managing member for OneWater LLC and consolidates OneWater LLC and its subsidiaries. The financial statements for periods prior to the IPO have been adjusted to combine the previously separate entities for presentation purposes. Thus, for periods prior to completion of the IPO, the accompanying consolidated financial statements include the historical financial position and results of operations of OneWater LLC and its subsidiaries. For the periods after the completion of the IPO, the financial position and results of operations include those of the Company and the Subsidiaries and report non-controlling interest related to the portion of OneWater LLC Units not owned by OneWater Inc . COVID-19 Pandemic In March 2020, the Company began seeing the impact of the COVID-19 global pandemic on its business. During the subsequent months the Company followed the guidance of local governments and health officials, we temporarily closed or reduced staffing at certain departments and locations. All locations have reopened and 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 customers with the option of in-person or 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 or the emergence of variant strains of the virus, may negatively impact the Company’s future results of operations. The impact of COVID-19 on our suppliers and the recent increase in demand for marine retail products has led to industry-wide supply chain constraints. 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, 2021 and 2020, 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 Table of Contents 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, contingent consideration 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. Vendor Consideration Received Consideration received from vendors is accounted for in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 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: Years 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 Table of Contents 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 no t record an impairment of our property and equipment in fiscal years 2021, 2020 and 2019. Goodwill and Other Identifiable Intangible Assets Goodwill and intangible assets are accounted for in accordance with FASB ASC 350, ‘‘Intangibles - Goodwill and Other’’ (‘‘ASC 350’’), which provides that the excess of cost over the fair value of the net assets of businesses acquired, including other identifiable intangible assets, is recorded as goodwill. 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, 2021 goodwill impairment testing and determined for both assessments as of September 30, 2021 and 2020, 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, 2021 identifiable intangible assets impairment testing and determined for both assessments as of September 30, 2021 and 2020, 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 ASU 2014-09, ‘‘Revenue from Contracts with Customers, Topic 606’’ (‘‘ASC 606’’) 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 Table of Contents 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 of, 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, pre-owned and consignment sales and such revenue is recorded at the gross sales price. With respect to brokerage transactions, we are acting as an agent in the transaction, therefore the fee or commission is recorded on a net basis. Revenue from parts and 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. The Company recorded contract assets in prepaid expenses and other current assets of $ 2.3 million and $ 1.5 million as of September 30, 2021 and 2020, respectively . Revenue from storage and marina operations is recognized on a straight-line basis over the term of the contract as services are completed. Revenue from arranging financing, insurance and extended warranty contracts to customers through various third-party financial institutions and insurance companies is recognized when the related boats are sold. We do not directly finance our customers’ boat, motor or trailer purchases. We are acting as an agent in the transaction, therefore the commissions is recorded on a net basis. Subject to our agreements and in the event of early cancellation, prepayment or default of such loans or insurance contracts by the customer, we may be assessed a chargeback for a portion of the transaction price by the third-party financial institutions and insurance companies. We reserve for these chargebacks based on our historical experience with repayments or defaults. Chargebacks were not material to the consolidated financial statements for the years ended September 30, 2021, 2020 and 2019. 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 years ended September 30, 2021 and 2020 is as follows: ($ in thousands) For the Year Ended September 30, 2021 For the Year Ended September 30, 2020 Beginning contract liability $ 17,280 $ 4,880 Revenue recognized from contract liabilities included in the beginning balance ( 16,873 ) ( 4,880 ) Increases due to cash received, net of amounts recognized in revenue during the period 46,203 17,280 Ending contract liability $ 46,610 $ 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 years ended September 30, 2021 and 2020. 87 Table of Contents For the Year Ended September 30, 2021 For the Year Ended September 30, 2020 Goods and services transferred at a point in time 93.9 % 95.5 % Goods and services transferred over time 6.1 % 4.5 % Total Revenue 100.0 % 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, 2021, 2020 and 2019, were $ 4.5 million, $ 5.4 million and $ 7.0 million, which are net of related co-op assistance of $ 0.7 million, $ 0.7 million and $ 0.9 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 Accounting Standards Updated (‘‘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 Table of Contents Sale and Leaseback In accordance with ASC 840-40 ‘‘Sales-Leaseback Transactions,’’ the Company recorded a deferred gain as of September 30, 2020 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 gain had been deferred and was being amortized on a straight-line basis over the life of the lease . As part of the adoption of ASU 2016-02, ‘‘Leases (Topic 842)’’ (“Topic 842”), the gain was recognized as a cumulative effect adjustment to equity at the beginning of the period of adoption . 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, valuation of acquisition contingent consideration and accruals for expenses relating to business operations. Segment Information As of September 30, 2021 and September 30, 2020, the Company had one operating segment, marine retail. The marine retail segment consists of 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. Recent Accounting Pronouncements In the fiscal fourth quarter of 2021, the Company lost its status as an ‘‘emerging growth company’’ (‘‘EGC’’) as defined by the Jumpstart Our Business Startups Act (‘‘JOBS Act’’) due to annual gross revenues exceeding $1.07 billion . As an EGC, the Company was allowed to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company had elected to use this extended transition period under the JOBS Act and therefore retroactive to October 1, 2020, the first day of the current fiscal year, the Company was required to transition to the adoption dates applicable to public companies. Recently Adopted Accounting Standards In February 2016, the FASB issued Topic 842. This update requires organizations to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. Topic 842 was 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 had previously elected to adopt Topic 842 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. Due to the loss of EGC status as indicated above, the Company was required to adopt Topic 842 for fiscal year 2021. Subsequent updates to Topic 842 provided an optional transition method that allows companies to elect to apply the standard using the modified retrospective approach at its effective date, versus recasting the prior periods presented. The Company adopted the new standard as of October 1, 2020 using the modified retrospective transition. The Consolidated Financial Statements for the twelve months ended September 30, 2021 are presented in accordance with ASC 842, while comparative years presented are not adjusted and continue to be reported in accordance with guidance under ASC 840. We elected the package of practical expedients, which permits us to not reassess the prior conclusions about lease identification, lease classification and initial direct costs. We elected the short-term lease recognition exemption for all leases that qualify. We have both real estate leases and equipment leases that are impacted by the new guidance. Our leases do not provide an implicit rate, therefore we use our incremental borrowing rate at the lease commencement date in determining the present value of lease payments. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. Total adjustment related to the adoption of Topic 842, net of tax, was recorded as $ 1.1 million increase in retained earnings. See Note 18 for additional disclosure. 89 Table of Contents 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 requires 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 had previously 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. Due to the loss of EGC status as indicated above, the Company was required to adopt ASU 2016 - 13 for fiscal year 2021. The adoption of the standard did not have an impact on the consolidated financial statements. Standards Issued But Not Yet Adopted 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. 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 2022. In March 2020, the FASB issued ASU 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. In October 2021, the FASB issued ASU 2021 - 08, “Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” , which is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. The pronouncement is effective for a public company’s annual reporting periods beginning after December 15, 2022, and 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 the pronouncement in fiscal year 2024. 90 Table of Contents 4. Acquisitions In the years ended September 30, 2021 and 2019, the Company completed acquisitions of multiple businesses 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. The valuation of tangible assets and assumed liabilities for the acquisition of Stone Harbor Marina and PartsVu is preliminary as the acquisitions are subject to certain customary closing and post-closing adjustments. Fiscal Year 2021 Walker Marine Group Acquisition On December 31, 2020, we acquired substantially all of the assets of Walker Marine Group (“Walker”) with five locations in Florida. The acquisition enhances the Company’s presence on the southwest coast of Florida and expands new and pre-owned boat sales, as well as finance and insurance services, service and parts. The purchase price was $ 33.8 million with $ 29.7 million paid at closing and an estimated fair value of contingent consideration of $ 4.1 million. The estimated contingent consideration is part of an earnout subject to achievement of certain post-acquisition increases in adjusted EBITDA. The acquisition contingent consideration was determined using weighted average projections for the estimated post-acquisition adjusted EBITDA and was based on the Company’s historical experience with acquisitions as well as current forecasts for the industry. The minimum payout due on the acquisition contingent consideration is $ 0.2 million. The maximum amount of the earnout is unlimited. 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 transaction: Summary of Assets Acquired and Liabilities Assumed ($ in thousands) Accounts receivable $ 129 Inventories 8,481 Prepaid expenses 39 Property and equipment 503 Identifiable intangible assets 8,520 Goodwill 26,927 Accounts payable ( 213 ) Customer deposits ( 3,033 ) Notes payable – floor plan ( 7,563 ) Total purchase price $ 33,790 Roscioli Yachting Center Acquisition On December 31, 2020, we acquired substantially all of the assets of Roscioli Yachting Center (“Roscioli”) with one location in southeast Florida. The acquisition expands the Company’s presence in the yacht category and amplifies the Company’s service and repair offerings. As part of the acquisition, we acquired the related real estate and in-water slips. The purchase price was $ 45.5 million, paid at closing. The table below summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date, including the goodwill recorded as a result of the transaction: Summary of Assets Acquired and Liabilities Assumed ($ in thousands) Inventories $ 87 Prepaid expenses 1 Property and equipment 41,300 Identifiable intangible assets 1,530 Goodwill 2,993 Accounts payable ( 180 ) Accrued expenses ( 185 ) Total purchase price $ 45,546 Other Acquisitions In fiscal year 2021, we also completed the following transactions: • On December 1, 2020, Tom George Yacht Group with two locations in Florida • On August 1, 2021, Stone Harbor Marina with one location in New Jersey • On September 1, 2021, PartsVu, an online marketplace for OEM marine parts, electronics and accessories Total purchase price of the acquisitions of Tom George Yacht Group, Stone Harbor Marina and PartsVu was $ 42.8 million and was paid with $ 32.2 million in cash, $ 2.1 million in seller notes payable, $ 5.1 million in estimated fair value of contingent consideration, $ 1.9 million in accrued purchase consideration and the remaining $ 1.5 million with the issuance of shares of Class A common stock. The estimated contingent consideration is part of earnouts subject to achievement of certain post-acquisition increases in adjusted EBITDA. The acquisition contingent consideration was determined using weighted average projections for the estimated post-acquisition adjusted EBITDA and was based on the Company’s historical experience with acquisitions as well as current forecasts for the industry. There is no minimum payout due on the acquisition contingent consideration and the maximum amount of the earnout is unlimited. The acquisitions of PartsVu and Stone Harbor Marina are preliminary. The valuation of identifiable intangible assets is preliminary pending receipt of final valuation analyses. The valuation of tangible assets and assumed liabilities is preliminary as the acquisitions are subject to certain customary closing and post-closing adjustments. 91 Table of Contents The table below summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date, including the goodwill recorded as a result of the transactions: Summary of Assets Acquired and Liabilities Assumed ( $ in thousands) Accounts receivable $ 390 Inventories 10,476 Prepaid expenses 180 Property and equipment 700 Identifiable intangible assets 13,940 Goodwill 25,512 Accrued expenses ( 47 ) Customer deposits ( 2,248 ) Notes payable – floor plan ( 6,134 ) Total purchase price $ 42,769 Included in our results for the year ended September 30, 2021, the acquisitions contributed $ 107.9 million to our consolidated revenue and $ 13.3 million to our income before income tax expense. 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 $ 0.8 million for the year ended September 30, 2021. Fiscal Year 2019 In fiscal year 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. 92 Table of Contents The following unaudited pro forma results of operations for the years ended September 30, 2021, 2020 and 2019 assumes that all acquisitions were completed on October 1, 2018. ( $ in thousand s) 2021 2020 2019 Pro forma revenues $ 1,316,134 $ 1,190,428 $ 907,808 Pro forma net income $ 124,028 $ 59,985 $ 44,740 5. Accounts Receivable 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, 2021 September 30, 2020 Contracts in transit $ 16,666 $ 13,532 Trade and other accounts receivable 6,083 1,023 Manufacturer receivable 5,887 4,059 Total accounts receivable 28,636 18,614 Less – allowance for doubtful accounts ( 107 ) ( 135 ) Total accounts receivable, net $ 28,529 $ 18,479 6. Inventories Inventories consisted of the following at: ($ in thousands) September 30, 2021 September 30, 2020 New vessels $ 105,625 $ 120,012 Pre-owned vessels 22,906 21,262 Work in process, parts and accessories 15,349 8,850 Total inventories $ 143,880 $ 150,124 93 Table of Contents 7. Property and Equipment Property and equipment consisted of the following: ($ in thousands) September 30, 2021 September 30, 2020 Land $ 16,027 $ 417 Buildings and improvements 21,379 1,052 Leasehold improvements 14,157 6,609 Machinery and equipment 8,868 5,910 Office equipment 8,540 6,133 Company vehicles 8,107 5,496 Construction in progress 3,767 1,291 Total property and equipment 80,845 26,908 Less accumulated depreciation ( 13,731 ) ( 8,466 ) Total property and equipment, net $ 67,114 $ 18,442 For the years ended September 30, 2021, 2020 and 2019, depreciation and amortization expense totaled $ 5.4 million, $ 3.2 million and $ 2.7 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. The changes in goodwill and identifiable intangible assets are as follows: ($ in thousands) Goodwill Balance as of September 30, 2019 $ 113,059 Goodwill acquisitions/divestitures during the year - Balance as of September 30, 2020 113,059 Goodwill acquisitions/divestitures during the year 55,432 Balance as of September 30, 2021 $ 168,491 94 Table of Contents ($ in thousands) Identifiable Intangible Assets Balance as of September 30, 2019 $ 61,304 Identifiable intangible assets acquisitions/divestitures during the year - Balance as of September 30, 2020 61,304 Identifiable intangible assets acquisitions/divestitures during the year 23,990 Balance as of September 30, 2021 $ 85,294 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, 2021 September 30, 2020 Payroll accrual $ 17,699 $ 10,691 Sales tax payable 4,251 3,101 Other payables and accrued expenses 5,194 4,644 Acquisition contingent consideration 344 5,520 Accrued interest 177 265 Total other payables and accrued expenses $ 27,665 $ 24,221 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 September 23, 2021, the Company entered into the Third Amendment to the Sixth Amended and Restated Inventory Financing Agreement (the “Inventory Financing Facility”), to, among other things, address the future discontinuance of LIBOR by clarifying the mechanics related to the transition to a replacement benchmark rate and to extend the term of the Inventory Financing Facility to November 1, 2021. The maximum borrowing amount available 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 $ 114.2 million and $ 124.0 million, as of September 30, 2021 and 2020, respectively. On December 10, 2020, the Company and certain of its subsidiaries entered into the Second Amendment to the Inventory Financing Facility to change certain compliance reporting from weekly to monthly. The maximum borrowing amount available, interest rates and the termination date of the agreement remained unchanged. 95 Table of Contents For the years ended September 30, 2021, 2020 and 2019, 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, 2021 the interest rate on the Inventory Financing Facility ranged from 3.08 % to 5.33 % for new inventory and 3.33 % to 5.58 % for pre-owned inventory. As of September 30, 2020 the interest rate on the Inventory Financing Facility ranged from 3.15 % to 5.40 % for new inventory and 3.40 % to 5.65 % for pre-owned inventory. Borrowing capacity available at September 30, 2021 and September 30, 2020 was $ 278.3 million and $ 268.5 million, respectively. As part of the Third Amendment to the Inventory Financing Facility, effective October 1, 2021, the reference rate on the Inventory Financing Facility will change from LIBOR. Subsequent to the change, the interest rate for amounts outstanding under the Inventory Financing Facility will be calculated using an applicable margin of 2.75 % to 5.00 % for new boats (and at the new boat rate plus 0.25 % for pre-owned boats) plus the greater of 1) the Adjusted 30 -Day Average SOFR (as defined in the Third Amendment to the Inventory Financing Facility) or 2) a floor of 0.0 %. 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 covenants at September 30, 2021. The collateral for the Inventory Financing Facility consists primarily of our inventory that is financed through the Inventory Financing Facility and related assets, including accounts receivable, bank accounts and proceeds of the foregoing, and excludes the collateral that underlies the Credit Agreement (defined below). 11. Long-term Debt and Line of Credit 2020 Credit Agreement On February 2, 2021, the Company entered into the Incremental Amendment No. 1 (the “First Amendment”) to Amend the Credit Agreement (as defined below), to among other things, provide for an incremental term loan (the “Incremental Term Loan”) in an aggregate principal amount equal to $ 30.0 million, which will be added to, and constitute a part of, the existing $ 80.0 million term loan. The Incremental Term Loan will increase the existing term loan and will be on the same terms applicable to the existing term loan. 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 . The Credit Agreement is collateralized by certain real and personal property (including certain capital stock) of the Company and its subsidiaries. The collateral does not include inventory and certain other assets of the Company’s subsidiaries financed under the Inventory Financing Facility. The 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 covenants at September 30, 2021. 96 Table of Contents Long-term debt consisted of the following at: ($ in thousands) September 30, 2021 September 30, 2020 Term note payable to Truist Bank, secured and bearing interest at 2.75 % at September 30, 2021 and 3.0 % 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 $ 105,875 $ 80,000 Revolving note payable for an amount up to $ 30.0 million to Truist Bank - - 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 July 2028 3,248 2,454 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 Tom George Yacht Group, unsecured and bearing interest at 5.5 % per annum. The note requires monthly interest payments, with a balloon payment of principal due on December 1, 2023 2,056 - 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 was repaid in full on March 1, 2021 - 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 was repaid in full on June 1, 2021 - 1,227 Note payable to Rebo, Inc., unsecured and bearing interest at 5.5 % per annum. The note was repaid in full on April 1, 2021 - 1,000 Total debt outstanding 116,534 91,536 Less current portion (net of current debt issuance costs) ( 11,366 ) ( 7,419 ) Less unamortized portion of debt issuance costs ( 2,094 ) ( 2,140 ) Long-term debt, net of current portion and unamortized debt issuance costs $ 103,074 $ 81,977 97 Table of Contents Principal repayment requirements of long-term debt at September 30, 2021 are as follows (in thousands): Year ending September 30, 2022 $ 11,893 2023 8,500 2024 13,073 2025 82,902 2026 127 Thereafter 39 Total principal payments $ 116,534 Debt issuance costs are amortized on a straight-line basis over the life of the loan, which approximates the effective interest method. During 2021 and 2020, the Company capitalized loan costs of $ 0.7 million and $ 3.9 million, respectively, and had accumulated amortization of $ 0.8 million and $ 0.1 million as of September 30, 2021 and 2020, respectively. In connection with the prepayment of the Term and Revolver Credit Facility with Goldman Sachs Specialty Lending Group, L.P., 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 for the year ended September 30, 2020. Amortization for the years ended September 30, 2021, 2020 and 2019 amounted to $ 0.7 million, $ 0.4 million and $ 0.3 million, respectively, and is included in interest expense. The Company had no outstanding letters of credit as of September 30, 2021. 98 Table of Contents 12. Stockholders’ Equity Equity-Based Compensation We maintain the OneWater Marine Inc. Omnibus Incentive Plan (the “LTIP”) to incentivize individuals providing services to OneWater Inc. and its subsidiaries and affiliates. The LTIP provides for the grant, from time to time, at the discretion of the board of directors of OneWater Marine Inc. (the “Board”) or a committee thereof, of (1) stock options, (2) stock appreciation rights, (3) restricted stock, (4) restricted stock units, (5) stock awards, (6) dividend equivalents, (7) other stock-based awards, (8) cash awards, (9) substitute awards and (10) performance awards. The total number of shares reserved for issuance under the LTIP that may be issued pursuant to incentive stock options (which generally are stock options that meet the requirements of Section 422 of the Code) is 1,509,565 . The LTIP is and will continue to be administered by the Board, except to the extent the Board elects a committee of directors to administer the LTIP. Class A common stock subject to an award that expires or is cancelled, forfeited, exchanged, settled in cash or otherwise terminated without delivery of shares (including forfeiture of restricted stock awards) and shares withheld to pay the exercise price of, or to satisfy the withholding obligations with respect to, an award will again be available for delivery pursuant to other awards under the LTIP. 2021 Awards During the fiscal year ended September 30, 2021, the Board approved the grant of 143,947 time-based restricted stock units. 25,620 restricted stock units fully vest on October 1, 2021 and the remaining 118,327 restricted stock units vest in four equal annual installments commencing on September 30, 2021. During the fiscal year ended September 30, 2021, the Board approved the grant of 102,490 performance-based restricted stock units, which represents 100 % of the target award. Performance-based restricted stock units provide an opportunity for the recipient to receive a number of shares of our common stock based on our performance during fiscal year 2021 as measured against objective performance goals as determined by the Board. The actual number of units earned for the 2021 awards may range from 0 % to 200 % of the target number of units depending upon achievement of the performance goals. Performance-based restricted stock units vest in three equal annual installments. Upon vesting, each performance-based restricted stock unit equals one share of common stock of the Company. As of September 30, 2021, the Company fully achieved the performance targets at 200 % for the 2021 awards. 2020 Awards I n connection with the consummation of the IPO, OneWater Inc granted 44,666 time-based restricted stock units. These restricted stock units vest in four equal annual installments commencing on February 7, 2021. During the period following the IPO through September 30, 2020, the Board approved the grant of an additional 139,727 time-based vesting restricted stock units of which 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 March 2, 2021. During the period following the IPO through September 30, 2020, the Board approved the grant of 67,000 performance-based restricted stock units, which represents 100 % of the target award. Performance-based restricted stock units provide an opportunity for the recipient to receive a number of shares of our common stock based on our performance during fiscal year 2020 as measured against objective performance goals as determined by the Board. The actual number of units earned for the 2020 awards may range from 0 % to 175 % of the target number of units depending upon achievement of the performance goals. Performance-based restricted stock units vest in three equal annual installments. Upon vesting, each performance share unit equals one share of common stock of the Company. As of September 30, 2020, the Company fully achieved the performance targets at 175 % for the 2020 awards. Compensation cost for time-based restricted stock units is based on the closing price of our common stock on the date immediately preceding the grant and is recognized on a graded basis over the applicable vesting periods. Compensation cost for performance share units is based on the closing price of our common stock on the date immediately preceding the grant and the ultimate performance level achieved and is recognized on a graded basis over the three-year vesting period. The Company recognized $ 5.7 million and $ 1.6 million of compensation expense for the fiscal years ended September 30, 2021 and 2020, respectively, which includes $ 2.6 million and $ 0.5 million of compensation expense for the fiscal years ended September 30, 2021 and 2020, respectively, for performance share units . 99 Table of Contents The following table further summarizes activity related to restricted stock units for the period from the IPO to September 30, 2021: 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 Awarded 348,927 27.37 Vested ( 105,476 ) 18.47 Forfeited - - Unvested at September 30, 2021 545,094 $ 22.68 As of September 30, 2021, the total unrecognized compensation expense related to outstanding equity awards was $ 7.0 million, which the Company expects to recognize over a weighted-average period of 1.5 years. We issue shares of our Class A common stock upon the vesting of performance-based restricted stock units and time-based restricted stock units. These shares are issued from our authorized and not outstanding common stock. In addition, in connection with the vesting of restricted stock units, we repurchase a portion of shares equal to the amount of employee income tax withholding. Earnings Per Share Basic and diluted earnings per share of Class A common stock is computed by dividing net income attributable to OneWater Inc by the weighted-average number of shares of Class A common stock outstanding during the same period. For the year ended September 30, 2020, earnings per share is calculated for the period from February 11, 2020 through September 30, 2020, the period following the IPO. 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 years ended September 30, 2021 and 2020 (in thousands, except per share data): Earnings per share: Year Ended September 30, 2021 Year Ended September 30, 2020 Numerator: Net income attributable to OneWater Inc $ 79,059 $ 17,425 Denominator: Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share 11,087 6,243 Effect of dilutive securities: Restricted stock units 272 44 Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net income per share 11,359 6,287 Earnings per share of Class A common stock – basic $ 7.13 $ 2.79 Earnings per share of Class A common stock – diluted $ 6.96 $ 2.77 Shares of Class B common stock and unvested restricted stock units do not share in the income (losses) of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted 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, 2021 Year Ended September 30, 2020 Class B common stock 3,931 8,324 Restricted stock units 232 220 4,163 8,544 100 Table of Contents Employee Stock Purchase Plan At the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”), held on February 23, 2021, the Company’s stockholders approved the OneWater Marine Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), which was approved and adopted by the Board as of January 13, 2021 (the “Adoption Date”), subject to stockholder approval at the Annual Meeting. The effective date of the ESPP is February 23, 2021, and, unless earlier terminated, the ESPP will expire on the twentieth anniversary of the Adoption Date. The ESPP will be administered by the Board or by one or more committees to which the Board delegates such administration. The ESPP enables eligible employees to purchase shares of the Company’s Class A common stock at a discount through participation in discrete offering periods. The ESPP is intended to qualify as an employee stock purchase plan under section 423 of the Internal Revenue Code of 1986, as amended. Up to a maximum of 299,505 shares of the Company’s Class A common stock may be issued under the ESPP, subject to certain adjustments as set forth in the ESPP. On the first day of each fiscal year during the term of the ESPP, beginning on October 1, and ending on (and including) September 30, the number of shares of Class A common stock that may be issued under the ESPP will increase by a number of shares equal to the least of (i) 1 % of the outstanding shares on the Adoption Date, or (ii) such lesser number of shares (including zero) that the administrator determines for purposes of the annual increase for that fiscal year. The number of shares of Class A common stock that may be granted to any single participant in any single option period will be subject to certain limitations set forth in the plan. As of September 30, 2021, there has not yet been an offering period under the ESPP. 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 was included in warrant liability. In connection with the IPO, we issued 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 in connection with the IPO for common units of OneWater LLC and therefore no warrant liability existed as of September 30, 2021 and 2020. The Company recognized income of $ 0.8 million and $ 1.3 million for the years ended September 30, 2020 and 2019, respectively, and this change in the fair value was recorded as a change in the fair value of warrant liability in the accompanying consolidated statements of operations. Distributions During the fiscal year ended September 30, 2021, the Company made distributions to OneWater Unit Holders for certain permitted tax payments. Dividends Dividends paid to holders of Class A common stock, distributions paid to OneWater Unit Holders and dividends payable to restricted stock unit holders are referred to herein collectively as “dividends”. Dividends declared are reported as a reduction of retained earnings. Dividends paid to OneWater Unit Holders are recorded as a reduction in non-controlling interest. On June 17, 2021, the Board declared a special cash dividend of $ 1.80 per share. The cash dividend of approximately $ 27.1 million was paid on July 19, 2021 to holders of Class A common stock and OneWater Unit Holders. Additionally, a $ 1.0 million cash dividend for restricted stock unit holders will be paid to holders upon vesting of the awards. The accrued dividends are recorded in other payables and accrued expenses in the consolidated balance sheets as of September 30, 2021. Non-Controlling Interest In connection with the IPO, 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 IPO. 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 holders of OneWater LLC Units (the “OneWater Unit Holders”). 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 OneWater 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, 2021, OneWater Inc owned 87.9 % of the economic interest of OneWater LLC with the OneWater Unit Holders owning the remaining 12.1 %. 101 Table of Contents 13. 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 retained common interests as a dividend from the date of issuance through the fifth anniversary of the issuance date. On February 11, 2020, in connection with the IPO, OWAO used $ 89.2 million in cash to fully redeem the preferred interest in subsidiary held by Goldman and Beekman. 14 . 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 $ 1.5 million, $ 0.8 million and $ 0.6 million for the years ended September 30, 2021, 2020 and 2019, respectively. 15. Fair Value Measurements In determining fair value, the Company uses various valuation approaches including market, income and/or cost approaches. FASB standard ‘‘ Fair Value Measurements ’’ (Topic 820) establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are those that reflect the Company’s expectation of the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Assets utilizing Level 1 inputs include marketable securities that are actively traded. Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Asset and liability measurements utilizing Level 3 inputs include those used in estimating fair value of non-financial assets and non-financial liabilities in 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 . The following tables summarize the Company’s financial liabilities measured at fair value in the accompanying Consolidated Balance Sheets as of September 30, 2021 Level 1 Level 2 Level 3 Total ($ in thousands) Liabilities: Contingent Consideration $ - $ - $ 12,072 $ 12,072 202 0 Level 1 Level 2 Level 3 Total ($ in thousands) Liabilities: Contingent Consideration $ - $ - $ 5,520 $ 5,520 There were no transfers between the valuation hierarchy Levels 1, 2, and 3 for the fiscal years ended September 30, 2020, and 2021. We estimate the fair value of contingent consideration using a probability-weighted discounted cash flow model based on forecasted future earnings. The acquisition contingent consideration liability has been accounted for based on inputs that are unobservable and significant to the overall fair value measurement (Level 3). The contingent consideration balance is recorded in in other payables and accrued expenses and other long-term liabilities in the Consolidated Balance Sheets. Changes in fair value and net present value of contingent consideration are included in loss (gain) on contingent consideration in the Consolidated Statements of Operations. The fair value of contingent consideration is reassessed on a quarterly basis. 102 Table of Contents The following table sets forth the changes in fair value of our contingent consideration for the fiscal years ended September 30, 2020 and 2021: ($ in thousands) Contingent Consideration Balance as of September 30, 2019 $ 1,456 Additions from acquisitions - Settlement of contingent consideration ( 2,698 ) Change in fair value and net present value of contingency 6,762 Balance as of September 30, 2020 5,520 Additions from acquisitions 9,200 Settlement of contingent consideration ( 5,897 ) Change in fair value and net present value of contingency 3,249 Balance as of September 30, 2021 $ 12,072 We determined the carrying value of our cash and cash equivalents, accounts receivable, accounts payable, other payables and accrued expenses, floor plan notes payable, term note payable with Truist Bank, seller notes payable and company vehicle notes payable approximate their fair values because of the nature of their terms and current market rates of these instruments. 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, 2021 Year Ended September 30, 2020 Current: Federal $ 18,966 $ 4,384 State 3,108 1,436 22,074 5,820 Deferred: Federal 3,341 395 State 387 114 3,728 509 Income tax expense $ 25,802 $ 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, 2021 2020 2019 Statutory federal tax rate 21.0 % 21.0 % 21.0 % Income attributable to non-controlling interests and nontaxable income ( 5.5 ) ( 12.4 ) ( 21.0 ) State income taxes, net of federal benefit 2.4 2.3 - Other 0.8 0.6 - Effective income tax rate 18.7 % 11.5 % - % Details of the Company’s deferred tax assets and liabilities are as follows: ($ in thousands) September 30, 2021 September 30, 2020 Deferred tax assets: Investment in partnerships $ 19,293 $ 9,063 Tax receivable agreement 9,817 3,791 Total 29,110 12,854 Valuation allowance - - Total deferred tax assets 29,110 12,854 Total deferred tax liabilities - - Deferred tax assets, net $ 29,110 $ 12,854 103 Table of Contents The Company recognizes deferred tax assets to the extent it believes these assets are more-likely-than-not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax planning strategies and recent results of operations. Based on our cumulative earnings history and forecasted future sources of taxable income, we believe that we will fully realize our deferred tax asset in the future. The Company has not recorded a valuation allowance. As of September 30, 2021 and 2020, the Company has not recognized any uncertain tax positions, penalties, or interest as management has concluded that no such positions exist. The Company is subject to examination in the US Federal and certain state tax jurisdictions for the tax years beginning with the year ended September 30, 2020. The Company is not currently under an income tax audit in any U.S. or state jurisdiction for any tax year. Tax Receivable Agreement In connection with the IPO, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) with certain of the owners of OneWater LLC. As of September 30, 2021 and 2020, our liability under the Tax Receivable Agreement was $ 40.1 million and $ 15.6 million, respectively, representing 85 % of the calculated net cash savings in U.S. federal, state and local income tax and franchise tax that OneWater Inc. anticipates realizing in future years from the result of certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of OneWater Inc.’s acquisition of OneWater LLC Units pursuant to an exercise of the Redemption Right or the Call Right (each as defined in the amended and restated limited liability company agreement of OneWater LLC (the “OneWater LLC Agreement”)). The projection of future taxable income involves significant judgment. Actual taxable income may differ from our estimates, which could significantly impact our ability to make payments under the Tax Receivable Agreement. We have determined it is more-likely-than-not that we will be able to utilize all of our deferred tax assets subject to the Tax Receivable Agreement; therefore, we have recorded a liability under the Tax Receivable Agreement related to the tax savings we may realize from certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of OneWater Inc.’s acquisition of OneWater LLC Units pursuant to an exercise of the Redemption Right or Call Right (each as defined in the OneWater LLC Agreement). If we determine the utilization of these deferred tax assets is not more-likely-than-not in the future, our estimate of amounts to be paid under the Tax Receivable Agreement would be reduced. In this scenario, the reduction of the liability under the Tax Receivable Agreement would result in a benefit to our consolidated statements of operations. 17. Contingencies and Commitments 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 the Company had a deferred gain of $ 1.6 million related to certain operating facilities and equipment. The deferred gain was 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. As part of the adoption of Topic 842, the $ 1.6 million deferred gain was recognized as a cumulative effect adjustment to equity at the beginning of the period of adoption. 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. 104 Table of Contents 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. Leases The Company leases real estate and equipment under operating lease agreements. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term. For leases with terms in excess of 12 months, we record a right-of-use (“ROU”) asset and lease liability based on the present value of lease payments over the lease term. We do not have any significant leases that have not yet commenced that create significant rights and obligations for us. The Company has elected the practical expedient not to separate lease and non- lease components for all leases that qualify. Our real estate and equipment leases often require payment of maintenance, real estate taxes and insurance. These costs are generally variable and based on actual costs incurred by the lessor. These amounts are not included in the consideration of the contract when determining the ROU asset and lease liability but are reflected as variable lease payments. Most leases include one or more options to renew, with renewal terms that can extend the lease from one to ten or more years. The exercise of the lease renewal option is typically at our sole discretion. If it is reasonably certain that we will exercise the option to renew, the period covered by the options are included in the lease term and are recognized as part of our ROU assets and lease liabilities. Certain leases include the option to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, which includes renewal options reasonably certain to be exercised. As of September 30, 2021, our weighted-average lease term on operating leases was 10.0 years. Certain of our lease agreements include rental payments based on percentage of retail sales over contractual levels and others include rental payments adjusted periodically based on index rates. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. When available, the implicit rate is utilized to discount lease payments to present value; however, none of our leases provide a readily determinable implicit rate, therefore we use our incremental borrowing rate to discount the lease payments based on information available at lease commencement. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. As of September 30, 2021, our weighted average discount rate on operating leases was 4.8 %. As described further in “Note 3. Recent Accounting Pronouncements,” we adopted Topic 842 effective October 1, 2020. Prior period amounts have not been adjusted and continue to be reported in accordance with our historic accounting under ASC 840. The following table provides certain information related to lease costs for operating leases during the year ended September 30, 2021: (in thousands) For the Year Ended September 30, 2021 Operating lease cost $ 12,059 Short-term lease cost 1,350 Variable lease cost 1,652 $ 15,061 105 Table of Contents The following table presents supplemental cash flow information for leases during the year ended September 30, 2021: (in thousands) For the Year Ended September 30, 2021 Supplemental Cash Flow: Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 11,905 Right-of-use assets obtained in exchange for new operating lease liabilities $ 25,555 The following table provides the maturities of our operating lease liabilities as of September 30, 2021: (in thousands) Operating Leases Year ending September 30, 2022 $ 13,118 2023 12,377 2024 12,137 2025 11,782 2026 10,682 Thereafter 53,473 Total minimum lease payments 113,569 Less: Present value adjustment ( 23,946 ) Operating lease liabilities $ 89,623 19. L eases (Prior To Adoption of Topic 842) The Company recorded rent expense of $ 12.4 million and $ 10.1 million during the years ended September 30, 2020 and 2019, respectively. The Company leased 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, were summarized as follows: (in thousands) Operating Leases Year Ending September 30, 2022 $ 10,195 2023 9,357 2024 8,851 2025 8,677 2026 8,421 Thereafter 48,983 Total minimum lease payments $ 94,484 20. Related Party Transactions In accordance with agreements approved by the Board, we purchased inventory, in conjunction with our retail sale of the products, from certain entities affiliated with common members of the Company. For the years ended September 30, 2021, 2020 and 2019, $ 78.4 million, $ 60.8 million and $ 30.8 million, respectively, in total purchases were incurred under these arrangements. 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, 2021, 2020 and 2019, $ 2.3 million, $ 2.2 million and $ 2.1 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, 2021, 2020 and 2019, $ 1.9 million, $ 4.1 million and $ 2.9 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, 2021, 2020 and 2019, $ 0.2 million, $ 0.5 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 and $ 0.7 million for the years ended September 30, 2020 and 2019, respectively, for his personal guarantee associated with this arrangement. No guarantee fee was paid for the year ended September 30, 2021. 106 Table of Contents 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 $ 32,368 and $ 0.1 million as recorded within accounts receivable as of both September 30, 2021 and 2020. Additionally, the Company owed $ 1.0 million as recorded within accounts payable at September 30, 2021. 21. Subsequent events Management evaluated events occurring subsequent to September 30, 2021 through December 17, 2021, the date these consolidated financial statements were available for issuance and other than as noted below determined that no material recognizable subsequent events occurred. On October 1, 2021, the Company completed the acquisition of Naples Boat Mart pursuant to the terms of the purchase agreement. The aggregate consideration is subject to customary post-closing adjustments and is not individually significant. On October 29, 2021, the Company entered into the Fourth Amendment to Inventory Financing Facility, to, among other things, increase the amount of Permitted Indebtedness to $ 360 million and to extend the term of the Inventory Financing Facility to December 1, 2021 . The maximum borrowing amount available and interest rates remained unchanged. On November 30, 2021, the Company completed the acquisition of T-H Marine pursuant to the terms of the Purchase Agreement. The aggregate consideration for the purchase included approximately $ 179.7 million in cash consideration and 133,531 shares of Class A common stock of the Company, with a value of approximately $ 6.4 million. The aggregate consideration is subject to customary post-closing adjustments. On November 30, 2021, the Company entered into an Incremental Amendment No. 2 (the “Second Amendment”) to the Credit Facility. The Second Amendment amends the Credit Facility to, among other things, provide for an incremental term loan (the “Incremental Term Loan) in an aggregate principal amount equal to $ 200.0 million, which will be added to, and constitute part of, the existing $ 110.0 million term loan and will be on the same terms. Additionally, the Second Amendment further provides a $ 20.0 million increase in the revolving commitment, which will be added to, and constitute part of, the existing $ 30.0 revolving commitment. The proceeds of the Incremental Term Loan will be used to finance the T-H Acquisition. On December 1, 2021, the Company completed the acquisition of Norfolk Marine, Inc. pursuant to the terms of the purchase agreement. The aggregate consideration is subject to customary post-closing adjustments and is not individually significant. On December 1, 2021, the Company entered into the Fifth Amendment to Inventory Financing Facility to, among other things, increase the amount of Permitted Indebtedness to $ 380 million and to extend the term of the Inventory Financing Facility to January 1, 2022 . The maximum borrowing amount available and interest rates remained unchanged. On December 15, 2021, the Company entered into a definitive agreement to acquire a majority interest in Quality Boats, which will add four locations in Florida. The transaction is expected to close in the next 90 days. 107 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.