What changed in this filing

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Item 1. Business

2022-12-15 compared with 2021-12-17 · 544 added, 472 removed, 203 unchanged (83% of the section changed)

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and its consolidated subsidiaries, and (ii) for periods on or prior to the Reorganization, to OneWater LLC, our accounting predecessor, and its consolidated subsidiaries.

We believe that we are one of the largest and fastest-growing marine retailers in the United States with 70 stores comprising 25 dealer groups in 11 states as of September 30, 2021.

Our dealer groups are located

within highly attractive markets throughout the Southeast, Gulf Coast, Mid-Atlantic and Northeast, including Texas, Florida, Alabama, North Carolina, South Carolina, Georgia, Ohio and New Jersey which represent eight of the top twenty states

for marine retail expenditures.

We believe that we are a market leader by volume in sales of premium boats in 12 out of the 17 markets in which we operate.

In addition to boat sales, we also generate sales from related products including

finance & insurance and service, parts and other sales.

The recent acquisitions of PartsVu and T-H Marine will significantly expand our sales of marine parts and accessories.

The combination of our significant scale, diverse inventory,

access to premium boat brands, access to a broad array of parts and accessories and meaningful group brand equity enables us to provide a consistently professional experience as reflected in the number of our repeat customers and same-store

sales growth.

The following table sets forth information about stores that were part of our operations as of September 30, 2021:

Massachusetts

South Carolina

North Carolina

We have a diversified revenue profile that is comprised of new boat sales, pre-owned boat sales, finance and insurance (“F&I”) products, repair and maintenance services, and parts and accessories.

sales were approximately 11.3% of revenue and 25.8% of gross profit in fiscal year 2021, 9.8% of revenue and 28.3% of gross profit in fiscal year 2020 and 11.4% of revenue and 31.1% of gross profit in fiscal year 2019.

In fiscal year 2021, we

sold over 9,500 new and pre-owned boats, many of which were sold to customers who had a trade-in or with whom we otherwise had established relationships.

We offer a wide array of new boats at various price points through relationships with 48

manufacturers covering 68 brands.

We believe that we are one of the largest and fastest-growing marine retailers in the United States with 96 dealerships, 12 distribution centers/warehouses and multiple online marketplaces as of September 30, 2022.

dealerships are located within highly attractive markets throughout the Southeast, Gulf Coast, Mid-Atlantic and Northeast, many of which are in the top twenty states for marine retail expenditures.

We believe that we are a market leader by volume

in sales of premium boats in 13 of the markets in which we operate.

Additionally, the recent acquisitions of T-H Marine Supplies, LLC (“T-H Marine”) and Ocean Bio-Chem will significantly expand our sales of marine-related parts and accessories.

combination of our significant scale, diverse inventory, access to premium boat brands, access to a broad array of parts and accessories, and meaningful group brand equity enables us to provide a consistently professional experience as reflected in

the number of our repeat customers and Dealership same-store sales growth.

Effective August 9, 2022, our reportable segments changed as a result of the Company’s acquisition of Ocean Bio-Chem, which changed management’s reporting structure and operating activities.

We now report our

operations through two reportable segments:

Dealerships and Distribution.

As of September 30, 2022, the Dealerships segment includes operations of 96 dealerships in 15 states including Florida, Texas, Alabama and Georgia, among others, and represents approximately 92% of revenues.

Dealership segment engages in the sale of new and pre-owned boats, arranges financing and insurance products, performs repairs and maintenance services, offers marine related parts and accessories and offers slip and storage accommodations in

certain locations.

In fiscal year 2022, we sold over 10,500 new and pre-owned boats, many of which were sold to customers who had a trade-in or with whom we otherwise had established relationships.

We offer a wide array of new boats at various

price points through relationships with 50 manufacturers covering 71 brands.

We believe we are currently a top-three customer for 30 of our 71 brands and the single largest customer for each of our top five highest-selling brands.

While we believe our order volume amounts to between 10%

to 40% of total sales for those top five brands, no single brand accounts for more than 9% of our total sales volume.

Additionally, our top brand only accounts for approximately 12% of new boat sales.

Our relationships with many of our

manufacturers are long-standing and have been developed over multiple decades of experience in the marine industry.

We believe that the strength of our relationships combined with our scale enables us to receive among the best pricing and terms

available across all of the brands and models that we carry, and we routinely evaluate the sales performance and demand for each respective brand to ensure that the economic relationship we have in place with our manufacturers optimizes our

profitability.

We were formed in 2014 as OneWater LLC through the combination of Singleton Marine and Legendary Marine, which created a marine retail platform that collectively owned and operated 19 stores.

While we believe

our order volume amounts to between 10% to 40% of total sales for those top five brands, no single brand accounts for more than 9% of our total sales volume.

As of September 30, 2022, the Distribution segment includes the activity of three of our fully-owned businesses, PartsVu, Ocean Bio-Chem and T-H Marine and its subsidiaries, which together operate 12 distribution

centers/warehouses in Alabama, Florida, Texas, Oklahoma, Indiana, Tennessee and Illinois and represents approximately 8% of revenues.

The Distribution segment engages in the manufacturing, assembly and distribution of primarily marine related

products for sale to distributors, big box retailers, online retailers and direct to consumers.

We offer a wide array of branded parts and accessories including jack plates, rigging parts, plumbing components, LED lighting, storage systems, and

appearance, cleaning, and maintenance products for the marine and ancillary industries.

All revenue for the Distribution segment is reported in service, parts & other in our consolidated statements of operations.

We have a diversified revenue profile that is comprised of new boat sales, pre-owned boat sales, finance & insurance products, repair and maintenance services, and parts and accessories.

Non-boat sales were

approximately 17.8% of revenue and 30.1% of gross profit in fiscal year 2022, 11.3% of revenue and 25.8% of gross profit in fiscal year 2021 and 9.8% of revenue and 28.3% of gross profit in fiscal year 2020.

We believe that our diversification

revenue streams, the strength of our industry relationships and our scale enables us to receive among the best pricing and terms available across all of the products that we carry.

We routinely evaluate our sales performance and consumer demand to

ensure that the economic relationship we have in place with our manufacturers and suppliers optimizes our profitability.

We were formed in 2014 as OneWater LLC through the combination of Singleton Marine and Legendary Marine, which created a marine retail platform that collectively owned and operated 19 dealerships.

Since the combination

in 2014, we have acquired a total of 50 additional stores through 21 acquisitions.

Our current portfolio as of September 30, 2021 consists of 25 different local and regional dealer groups.

Because of this, we believe we are one of the largest

and fastest-growing marine retailers in the United States based on number of stores and total boats sold.

While we have opportunistically opened new stores in select markets, we believe that it is generally more effective economically and

operationally to acquire existing stores with experienced staff and established reputations.

in 2014, we have acquired a total of 75 additional dealerships, 12 distribution centers/warehouses and multiple online marketplaces through 30 acquisitions.

Our current portfolio as of September 30, 2022 consists of multiple brands which are

recognized on a local, regional or national basis.

Because of this, we believe we are one of the largest and fastest-growing marine retailers in the United States based on number of dealerships and total boats sold.

While we have opportunistically

opened new dealerships in select markets, or launched additional parts and accessory products, we believe that it is generally more effective economically and operationally to acquire existing businesses with experienced staff and established

Our Market and Our Customer

Consumer spending in the United States on boats, engines, services, parts, accessories and related purchases reached $49.4 billion in 2020, up 14.2% from 2019, and has, on average, grown in excess of 6% annually

Consumer spending in the United States on boats, engines, services, parts, accessories and related purchases reached $56.7 billion in 2021, up 12.7% from 2020, and has, on average, grown in excess of 7% annually since

New powerboat sales have driven market growth and reached $15.4 billion in 2021, resulting in a 12% average annual growth rate since 2010.

Of the approximately 1,105,000 powerboats sold in the United States each year, 79% of total

units sold (approximately 875,000) are pre-owned.

Relative demand for new and late-model boats has increased in recent years in part due to the continuous evolution of boat technology and design including, but not limited to, seating

configurations, power, efficiency, instrumentation and electronics, and wakesurf gates, each of which represents a material design improvement that cannot be matched by more dated boat models.

We believe the increasing pace of innovation in

technology and design will result in more frequent upgrade purchases and ultimately higher sales volumes of new and late-model, pre-owned boat sales.

While we continue to monitor the impact of the COVID-19 pandemic on our operations, our

financial position through September 30, 2021 suggests that spending in all our regions and across product lines has proven resilient as families have increasingly focused on outdoor socially distanced recreation, driving increased sales.

The boat dealership market is highly fragmented and is comprised of approximately 4,300 stores nationwide.

Of the approximately 1,171,000 powerboats sold in the United States in 2021, 81% of total units sold

(approximately 952,000) were pre-owned.

Relative demand for new and late-model boats has increased in recent years in part due to the continuous evolution of boat technology and design including, but not limited to, seating configurations, power,

efficiency, instrumentation and electronics, and wakesurf gates, each of which represents a material design improvement that cannot be matched by more dated boat models.

We believe the increasing pace of innovation in technology and design will

result in more frequent upgrade purchases and ultimately higher sales volumes of new and late-model, pre-owned boat sales.

While we continue to monitor the impact of the macro-economic environment, including challenges with inflation, civil unrest

and the continued impacts of the COVID-19 pandemic on our operations, our financial position through September 30, 2022 suggests that spending in our regions and across product lines has proven resilient as families have increasingly focused on

outdoor socially distanced recreation, driving increased sales.

The boat dealership market is highly fragmented and is comprised of approximately 4,200 dealerships nationwide.

Most competing boat retailers are operated by local business owners who own three or fewer stores;

we do have other large competitors including MarineMax and Bass Pro Shops.

we do have two large competitors – MarineMax and Bass Pro Shops.

We believe we are one of the largest and fastest-growing marine retailers in the United States.

Despite our size, we comprise less than 3% of total industry sales.

scale and business model allow us to leverage our extensive inventory to provide consumers with the ability to find a boat that matches their preferences (e.g., make, model, color, configuration and other options) and to deliver the boat within

days while providing a personalized sales experience.

Our scale and

business model allow us to leverage our extensive inventory to provide consumers with the ability to find a boat that matches their preferences (e.g., make, model, color, configuration and other options) and to deliver the boat within days while

providing a personalized sales experience.

In addition to boat sales, we also generate sales from related products including finance & insurance and service, parts and other sales.

The recent acquisitions of PartsVu and T-H

Marine will significantly expand our sales of marine parts and accessories.

The recent acquisitions of T-H Marine and Ocean Bio-Chem have

significantly expanded our sales of marine parts and accessories.

Our strategic growth in this area is also expected to materially expand our addressable market in the parts and accessories business.

We are able to operate with a

comparatively higher degree of profitability than other independent retailers because we allocate support resources across our broader base, focus on high-margin service, parts and accessories, utilize floor plan financing and provide core

back-office functions on a scale that many independent retailers are unable to match.

We are able to operate with a comparatively

higher degree of profitability than other independent retailers because we allocate support resources across our broader base, focus on high-margin service parts and accessories, utilize floor plan financing and provide core back-office functions

on a scale that many independent retailers are unable to match.

We seek to be the leading marine retailer by total market share within each boating market and within the product segments in which we participate.

extent that we are not, we will evaluate acquiring other local retailers in order to increase our sales, to add additional brands or to provide us with additional high-quality personnel.

To the extent that we are not, we

will evaluate acquiring other local retailers in order to increase our sales, to add additional brands or to provide us with additional high-quality personnel.

Our inventory and product selection allow us to cater to a highly diverse customer base with price points and boat types that appeal to a broad spectrum of budgets and preferences.

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Organic Growth Strategy :

Our business model utilizes our unique

scale to drive profitable same-store sales growth.

We seek to gain market share by delivering high-quality products and services, with customized attributes tailored to our customers’ product specifications.

Additionally, we are able to

leverage our potential customer database to garner new sales.

Sales growth from our existing stores is a core component of our current and future strategy.

We believe non-boat sales will be a driver of our organic growth strategy in the

We have completed acquisitions and implemented a targeted marketing strategy across our platform focused on increasing new and existing customer awareness and usage of our F&I products, repair and maintenance services, and parts

and accessories products.

Our business model utilizes our unique scale to drive profitable Dealership same-store sales growth.

We seek to gain market share by delivering

high-quality products and services, with customized attributes tailored to our customers’ product specifications.

Additionally, we are able to leverage our potential customer database to garner new sales.

Sales growth from our existing dealerships

is a core component of our current and future strategy.

We may also develop a greenfield location if an attractive acquisition is not available in a market we choose to target.

We believe non-boat sales will be a driver of our organic growth

strategy in the future.

We have completed acquisitions and implemented a targeted marketing strategy across our platform focused on growing new and existing customer awareness and usage of our finance & insurance products, repair and

maintenance services, and parts and accessories products.

We intend to expand our online presence and sales through digital platforms to engage in online new and pre-owned boat sales, parts and accessories as well as financing & insurance.

We believe this will further

advance our long-term growth opportunity, while broadening our customer base and geographic reach.

Additionally, we may also develop a dealership if an attractive acquisition is not available in a market we choose to target.

believe this will further advance our long-term growth opportunity, while broadening our customer base and geographic reach.

Acquisition Strategy :

We believe there is a tremendous

opportunity for us to expand in both existing and new markets, given that the industry is highly fragmented with most boat retailers owning three or fewer stores.

We seek to create value by implementing the best tested operational practices

to family-owned and operated businesses that previously lacked the resources, management experience and expertise to maximize the profitability of the acquired standalone businesses.

We believe that our dealer group branding strategy, which

retains the name, logo and trademarks associated with each store or dealer group at the time of acquisition, significantly differentiates us from our largest competitors who employ singular, national branding strategies.

we intend to acquire businesses that focus on the sales of parts and accessories.

We believe there is a significant opportunity for us to expand our presence in this less cyclical and higher margin business.

We are committed to maintaining local and regional branding because we believe that the value of retaining the goodwill and long-standing customer relationships of these local businesses, many of which have been built by families

over decades, far exceeds the benefits of attempting to establish a potentially unfamiliar “OneWater” national brand.

In addition, preserving this established identity maintains the long-term engagement of former owners because their name and

reputation remain figuratively and literally “on the door.” We believe that the marine industry is underpinned by strong fundamental drivers, and that, with the implementation of operational control measures and the injection of resources,

local stores can significantly increase revenues and profitability.

We believe our status as a consolidator of choice is based on the expertise we have developed through completing 21 acquisitions (50 locations acquired) since the combination

of Singleton Marine and Legendary Marine in 2014, our growing cash flow and financial profile, and our footprint of retailers within prime markets.

Our ability to acquire additional locations or dealer groups at attractive multiples is

further enhanced by our growing reputation for retaining the seller’s management team and keeping their branding and legacy intact.

Accordingly, the sellers remain actively involved in the business and many have remained employed with us for

years beyond the closing of the acquisition.

We believe there is significant opportunity to expand our store footprint in regions with strong boating cultures.

While we have a strong presence in the Southeastern portion of the United States,

there are several areas of opportunity in states adjacent to our current geographic footprint as well as states in new regions in the Midwest and Western United States.

Annually, we target to complete four to six potential dealership

acquisitions, which will often vary based on the size, number of locations and complexity of the target being acquired.

As a result of our reputation in the marketplace, we expect our pipeline of potential acquisitions to grow over time.

We believe there is a tremendous opportunity for us to expand in both existing and new markets, given that the industry is highly fragmented with most boat

retailers owning three or fewer stores.

We seek to create value by implementing the best tested operational practices to family-owned and operated businesses that previously lacked the resources, management experience and expertise to maximize the

profitability of the acquired standalone businesses.

We believe that our dealer group branding strategy, which retains the name, logo and trademarks associated with each dealership or dealer group at the time of acquisition, significantly

differentiates us from our largest competitors who employ singular, national branding strategies.

In addition, we intend to continue to acquire businesses that focus on the sales of parts and accessories.

We believe there is a significant

opportunity for us to expand our presence in this less cyclical and higher margin business.

We are committed to maintaining local and regional branding because we believe that the value of retaining the goodwill and long-standing customer

relationships of these local businesses, many of which have been built by families over decades, far exceeds the benefits of attempting to establish a potentially unfamiliar “OneWater” national brand.

In addition, preserving this established

identity maintains the long-term engagement of former owners because their name and reputation remain figuratively and literally “on the door.” We believe that the marine industry is underpinned by strong fundamental drivers, and that, with the

implementation of operational control measures and the injection of resources, local dealerships can significantly increase revenues and profitability.

We believe our status as a consolidator of choice is based on the expertise we have developed

through completing 30 acquisitions (75 dealerships, 12 distribution centers/warehouses acquired) since the combination of Singleton Marine and Legendary Marine in 2014, our growing cash flow and financial profile, and our footprint of retailers

within prime markets.

Our ability to acquire additional locations or dealer groups at attractive multiples is further enhanced by our growing reputation for retaining the seller’s management team and keeping their branding and legacy intact.

Accordingly, the sellers remain actively involved in the business and many have remained employed with us for years beyond the closing of the acquisition.

We believe there is significant opportunity to expand our dealership footprint in regions

with strong boating cultures.

While we have a strong presence in the Southeastern portion of the United States, there are several areas of opportunity in states adjacent to our current geographic footprint as well as states in new regions in the

Midwest and Western United States.

We continue to strategically evaluate potential acquisitions and as a result of our reputation in the marketplace, we expect our pipeline of potential acquisitions to grow over time.

Industry Trends and Market Opportunity

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Recreational boating is a well-established American pastime that attracts millions of people each year to the water.

While Florida is the leading state for new boating sales and registrations due to its abundance

of both fresh water and salt water, boating is very popular throughout the United States with Texas, Michigan, North Carolina and Minnesota representing the rest of the top five states for new marine retail expenditures.

In 2020, $49 billion were spent on retail boating sales, which has contributed to annual growth of six percent since 2010.

While Florida is the leading state for new boating sales and registrations due to its abundance of

both fresh water and salt water, boating is very popular throughout the United States with Texas, Michigan, North Carolina and Minnesota representing the rest of the top five states for new marine retail expenditures.

In 2021, $56.7 billion was spent on retail boating sales, which has contributed to annual growth in excess of 7% percent since 2010.

Consumer marine spending includes purchases of new and pre-owned boats;

marine products

such as engines, trailers, equipment, and accessories;

products such as engines, trailers, equipment, and accessories;

and related expenditures, such as fuel, insurance, docking, storage, and repairs.

New boat sales and pre-owned boat sales constituted 62% and 38% of 2020 boating retail sales, respectively,

based on industry data from the National Marine Manufacturers Association (“NMMA”).

New boat sales and pre-owned boat sales constituted 37% and 25% of 2021 boating retail sales,

respectively, based on industry data from the National Marine Manufacturers Association (“NMMA”).

The NMMA estimates that approximately 1,145,000 pre-owned boats were sold in 2021.

Non-boat sales include aftermarket accessories (17.9% of total 2020 boating

retail sales) and F&I products and ancillary services, such as insurance, maintenance and fuel (18.9% of total 2020 boating retail sales).

Non-boat sales include aftermarket accessories (19% of total 2021

boating retail sales) and finance & insurance products and ancillary services, such as insurance, maintenance and fuel (19% of total 2021 boating retail sales).

The strategic acquisitions we made in our Distribution segment have increased our

presence in the significant aftermarket accessories market.

Boat sales volumes are correlated with consumer confidence and the availability of consumer credit.

Recent growth in spending has been driven by both an increase in units sold as well as rising average selling

Recent growth in spending has been driven by both an increase in units sold as well as rising average selling prices.

Innovation, including updated boat configurations, hull designs, wake gates and other electronics, have contributed to shorter boat upgrade cycles which result in higher unit sales volume.

Pre-owned traditional powerboat sales were

approximately $11.7 billion in 2020, which represents an increase of 16.6% over 2019.

With the exception of the significant growth in 2020, pre-owned traditional powerboat sales have remained relatively consistent since 2006 and through

economic cycles.

The boat dealership market is highly fragmented with approximately 4,300 stores nationwide, and the majority of retailers are owner-operated with three stores or fewer.

Independent retailers typically offer a limited selection

of boat brands, and they predominantly focus on new boat sales with less expertise and capacity to create a meaningful business from non-boat sales such as F&I products.

Pre-owned traditional powerboat sales were approximately

$13.1 billion in 2021, which represents an increase of 21.7% over 2020.

With the exception of the significant growth in 2020 and 2021, pre-owned traditional powerboat sales have remained relatively consistent since 2006 and through economic cycles.

The boat dealership market is highly fragmented with approximately 4,200 dealerships nationwide, and the majority of retailers are owner-operated with three stores or fewer.

Independent retailers typically offer a limited selection of boat brands,

and they predominantly focus on new boat sales with less expertise and capacity to create a meaningful business from non-boat sales such as finance & insurance products.

Products and Services

We offer new and pre-owned recreational boats, yachts and related marine products, including parts and accessories, with a specific focus on premium brands.

We also provide boat repair and maintenance services,

arrange boat financing and insurance and offer other ancillary services, including indoor and outdoor storage, marina services, and rentals of boats and personal watercraft.

We also provide boat repair and maintenance services, arrange

boat financing and insurance and offer other ancillary services, including indoor and outdoor storage, marina services, and rentals of boats and personal watercraft.

New and Pre-Owned Boat Sales

Our business focuses primarily on the sale of new and pre-owned recreational boats, including pontoon, runabout, saltwater fishing boats, wake/ski boats, and yachts.

Our Dealership segment focuses primarily on the sale of new and pre-owned recreational boats, including pontoon, runabout, saltwater fishing boats, wake/ski boats, and yachts.

We offer products from a broad variety of

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No single brand accounted for more than 9% of our total sales volume in fiscal year 2022.

We also sell pre-owned versions of the brands we offer and

pre-owned boats of other brands we take as trade-ins or acquire.

During fiscal year 2021, new boat sales accounted for approximately $872.7 million or 71.1% of our revenue, and pre-owned boat sales accounted for approximately $216.4 million or

17.6% of our revenue.

We also sell pre-owned versions of the brands we offer and pre-owned

boats of other brands we take as trade-ins or acquire.

During fiscal year 2022, new boat sales accounted for approximately $1,139.3 million or 65.3% of our consolidated revenue, and pre-owned boat sales accounted for approximately $294.8 million or

16.9% of our consolidated revenue.

We offer new and pre-owned recreational boats in a broad range of product categories.

We believe that the product lines and brands we offer are among the highest quality within their respective market categories,

with well-established brand recognition and reputations for quality, performance, styling and innovation.

We believe that the product lines and brands we offer are among the highest quality within their respective market categories, with

well-established brand recognition and reputations for quality, performance, styling and innovation.

Fishing Boats .

Revenue from fishing boats comprised 38% of our

new boat revenue for fiscal year 2021.

The fishing boats we offer range from entry-level models to advanced models, from brands such as Everglades, Pursuit, Scout and Sea Hunt, each designed for fishing and water sports in lakes, bays and

off-shore waters, with cabins with limited live-aboard capability.

The fishing boats we offer typically feature livewells, in-deck fishboxes, rodholders, rigging stations, cockpit coaming pads and fresh and saltwater washdowns.

Revenue from fishing boats comprised 39% of our new boat revenue for fiscal year 2022.

The fishing boats we offer range from entry-level models to advanced

models, from brands such as Everglades, Grady-White, Pursuit, Scout, Sea Hunt and World Cat, each designed for fishing and water sports in lakes, bays and off-shore waters, with cabins with limited live-aboard capability.

The fishing boats we offer

typically feature livewells, in-deck fishboxes, rodholders, rigging stations, cockpit coaming pads and fresh and saltwater washdowns.

Pontoon Boats and Runabouts .

Revenue from pontoon boats and

runabouts comprised 36% of our new boat revenue for fiscal year 2021.

We offer a variety of some of the most innovative, luxurious, and premium pontoon models to fit boaters’ needs, from brands such as Bennington, Barletta and Harris.

runabouts, such as Cobalt, Regal and Chris-Craft, target the family recreational boating markets and come in a variety of configurations to suit each customer’s particular recreational boating style.

The models we offer may include amenities

such as advanced navigation electronics and sound systems, a variety of hull, deck, and cockpit designs that can include a swim platform, bow pulpit and raised bridges, and swivel bucket helm seats, lounge seats, sun pads, wet bars, built-in

ice chests, and refreshment centers.

With a variety of designs and options, the pontoon boats and runabouts we offer appeal to a broad audience of boat enthusiasts and existing customers.

Revenue from pontoon boats and runabouts comprised 33% of our new boat revenue for fiscal year 2022.

We offer a variety of some of the most

innovative, luxurious, and premium pontoon models to fit boaters’ needs, from brands such as Bennington, Barletta and Harris.

Our runabouts, such as Cobalt, Regal and Chris-Craft, target the family recreational boating markets and come in a variety

of configurations to suit each customer’s particular recreational boating style.

The models we offer may include amenities such as advanced navigation electronics and sound systems, a variety of hull, deck, and cockpit designs that can include a

swim platform, bow pulpit and raised bridges, and swivel bucket helm seats, lounge seats, sun pads, wet bars, built-in ice chests, and refreshment centers.

With a variety of designs and options, the pontoon boats and runabouts we offer appeal to a

broad audience of boat enthusiasts and existing customers.

Wake/Ski Boats .

Revenue from wake/ski boats comprised 6% of our

new boat revenue for fiscal year 2021.

The ski boats we offer range from entry-level models to advanced models, from brands such as Axis and Malibu, all of which are designed to generate specific wakes for optimal skiing, surfing and

wakeboarding performance and safety.

With a broad range of designs and options, the ski boats we offer appeal to both competitive and recreational users.

Revenue from yachts comprised 14% of our new boat

revenue for fiscal year 2021.

The yachts we offer range from traditional models to advanced models, from brands such as Absolute, Riviera, Tiara and Sunseeker.

The yacht product lines typically include state-of-the-art designs with

live-aboard luxuries, offering amenities such as flybridges with extensive guest seating;

covered aft deck, which may be fully or partially enclosed, providing the boater with additional living space;

Revenue from wake/ski boats comprised 6% of our new boat revenue for fiscal year 2022.

The ski boats we offer range from entry-level models to advanced models,

from brands such as Axis and Malibu, all of which are designed to generate specific wakes for optimal skiing, surfing and wakeboarding performance and safety.

With a broad range of designs and options, the ski boats we offer appeal to both

competitive and recreational users.

Revenue from yachts comprised 17% of our new boat revenue for fiscal year 2022.

The yachts we offer range from traditional models to advanced models, from brands such as

Absolute, Riviera, Tiara and Sunseeker.

The yacht product lines typically include state-of-the-art designs with live-aboard luxuries, offering amenities such as flybridges with extensive guest seating;

covered aft deck, which may be fully or

partially enclosed, providing the boater with additional living space;

an elegant salon;

and multiple staterooms

for accommodations.

and multiple staterooms for accommodations.

Motors, Trailers, Personal Water Crafts (“PWC”), Wholesale and Other .

Revenue from motors, trailers, PWC, wholesale and other sales comprised 6% of our new boat revenue for fiscal year 2021.

The motors and trailers we offer range in size, horsepower, length and style dependent upon the type of boat

our customers may own.

We offer PWC, primarily including models from Yamaha and Sea Doo, which appeal to a broad audience of customers.

Wholesale sales primarily consist of transactions with other dealers and other sales include the remaining

new inventory products we offer.

At each of our stores, our customers have the ability to finance their new or pre-owned boat purchase, purchase a third-party extended service contract and arrange insurance covering boat property, disability, gel

sealant, fabric protection and casualty insurance coverage (collectively, “F&I”).

Our relationships with various national marine product lenders allow buyers to purchase retail installment contracts originated by us in accordance with

existing pre-sale agreements between us and the lenders.

These retail installment contracts provide us with a portion of the expected finance charges based on a variety of factors, including the buyer’s credit rating, the annual percentage rate

of the contract and the lender’s then-existing minimum required annual percentage rate.

Revenue from motors, trailers, PWC, wholesale and other sales comprised 5% of our new boat revenue for

fiscal year 2022.

The motors and trailers we offer range in size, horsepower, length and style dependent upon the type of boat our customers may own.

We offer PWC, primarily including models from Yamaha and Sea Doo, which appeal to a broad audience

of customers.

Wholesale sales primarily consist of transactions with other dealers and other sales include the remaining new inventory products we offer.

Finance & Insurance Products

At each of our dealerships, our customers have the ability to finance their new or pre-owned boat purchase, purchase a third-party extended service contract and arrange insurance covering boat property, disability, gel

sealant, fabric protection and casualty insurance coverage (collectively, “finance & insurance”).

Our relationships with various national marine product lenders allow buyers to purchase retail installment contracts originated by us in

accordance with existing pre-sale agreements between us and the lenders.

These retail installment contracts provide us with a portion of the expected finance charges based on a variety of factors, including the buyer’s credit rating, the annual

percentage rate of the contract and the lender’s then-existing minimum required annual percentage rate.

These contracts are subject to repayment by us upon buyer prepayment or default within a designated time period (typically within 180 days).

To the extent

required by applicable state law, our dealer groups are licensed to originate and sell retail installment contracts financing the sale of boats and other marine products.

the extent required by applicable state law, our dealer groups are licensed to originate and sell retail installment contracts financing the sale of boats and other marine products.

We offer our customers third-party extended service contracts, which allow us to extend customers’ new boat coverage beyond the time frame or scope of the manufacturer’s standard hull and engine warranty.

offer purchasers of pre-owned boats the ability to purchase a third-party extended service contract, even if the applicable boat is no longer covered by the manufacturer’s warranty.

We also provide the related repair services, when needed by

our customers, pursuant to the service contract guidelines during the contract term at no additional charge to the customer above a deductible.

Generally, we receive a fee for arranging these extended service contracts and most of the required

services under the contracts are provided by us and paid for by the third-party contract holder.

We also offer

purchasers of pre-owned boats the ability to purchase a third-party extended service contract, even if the applicable boat is no longer covered by the manufacturer’s warranty.

We also provide the related repair services, when needed by our

customers, pursuant to the service contract guidelines during the contract term at no additional charge to the customer above a deductible.

Generally, we receive a fee for arranging these extended service contracts and most of the required services

under the contracts are provided by us and paid for by the third-party contract holder.

We also assist our customers with obtaining property and casualty insurance.

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competitive insurance products.

Fee income generated from F&I products accounted for approximately $42.7 million or 3.5% of our revenue during fiscal year 2021, $36.8 million or 3.6% of our revenue during fiscal year 2020, and $26.2 million

or 3.4% of our revenue during fiscal year 2019.

We believe that our customers’ ability to obtain competitive, prompt and convenient financing at our stores strengthens our ability to sell new and pre-owned boats and gives us an advantage over

many of our competitors, particularly our smaller competitors that lack the resources to arrange boat financing at their stores or that do not generate enough F&I product volume to attract the broad range of financing sources that are

available to us.

Fee income generated from finance & insurance products accounted for approximately $56.0 million or 3.2% of our revenue during fiscal year 2022.

We believe that our customers’ ability to obtain competitive, prompt

and convenient financing at our dealerships strengthens our ability to sell new and pre-owned boats and gives us an advantage over many of our competitors, particularly our smaller competitors that lack the resources to arrange boat financing at

their dealerships or that do not generate enough finance & insurance product volume to attract the broad range of financing sources that are available to us.

Service, Parts & Other

We provide repair and maintenance services at most of our stores.

Service, parts & other accounted for approximately $254.7 million or 14.6% of our revenue during fiscal year 2022 and $96.4 million or 7.8% of our revenue during fiscal year 2021.

The growth in service parts and

other revenues is related to the expansion of revenue in our Dealership segment and the strategic acquisitions in our Distribution segment.

We provide repair and maintenance services at most of our dealerships.

We believe that our repair and maintenance services help strengthen our customer relationships and that our quality service and emphasis on

preventative maintenance increases the quality and supply of well-maintained boats available for our pre-owned boat business.

We perform both warranty and non-warranty repair services, with the cost of warranty work reimbursed by the

manufacturer in accordance with the manufacturer’s warranty reimbursement program.

For any warranty work we perform, most of our manufacturers reimburse a percentage of the store’s posted service labor rates, with the percentage varying

depending on the store’s customer satisfaction index rating and attendance at service training courses.

We perform both warranty and non-warranty repair services, with the cost of warranty work reimbursed by the manufacturer

in accordance with the manufacturer’s warranty reimbursement program.

For any warranty work we perform, most of our manufacturers reimburse a percentage of the dealership’s posted service labor rates, with the percentage varying depending on the

dealership’s customer satisfaction index rating and attendance at service training courses.

Certain other of our manufacturers reimburse warranty work at a fixed amount per repair.

Because boat manufacturers require that warranty

work be performed at authorized stores, our stores receive substantially all of the warrantied repair and maintained work required for the boats we offer.

We also offer third-party extended warranty contracts, which result in a continuous

demand for our repair and maintenance services for the term of the extended warranty contract.

We offer engine parts, oils, lubricants, steering and control systems, electronics, safety products, water sport accessories (such as tubes, wakeboards, surfboards,

lines, and lifejackets), products relating to docking and anchoring, boat covers, trailer parts, and a complete line of other boating accessories at our stores and online, primarily to retail customers to repair their current engines or other

marine related parts and equipment.

The calendar 2021 acquisitions of T-H Marine and PartsVu expanded our sale of marine related parts and accessories, including general boat accessories, electronics (GPS, radar, sonar, etc.), OEM marine

parts, boat performance items, access hatches, deck plates, deck hardware, live well aeration, plumbing fittings, battery trays, fishing rod holders, boat lights, rigging accessories, trolling motor accessories, and safety equipment.

products are sold to boat manufacturers, distributors, big box retailers, boat dealerships and after-market customers.

We believe this will advance our strategic growth and diversification strategies and is expected to materially expand our

addressable market in the parts and accessories business.

At certain of our stores, we offer marina and boat rental services, which are generally recurring in nature and create additional opportunities to connect with potential buyers.

Because boat manufacturers require that warranty work be performed

at authorized dealerships, our dealerships receive substantially all of the warrantied repair and maintained work required for the boats we offer.

We also offer third-party extended warranty contracts, which result in a continuous demand for our

repair and maintenance services for the term of the extended warranty contract.

We offer engine parts, oils, lubricants, steering and control systems, electronics, safety products, water sport accessories (such as tubes, wakeboards, surfboards, lines, and lifejackets), products relating to docking

and anchoring, boat covers, trailer parts, and a complete line of other boating accessories at our dealerships and online, primarily to retail customers to repair their current engines or other marine related parts and equipment.

At certain of our dealerships, we offer marina and boat rental services, which are generally recurring in nature and create additional opportunities to connect with potential buyers.

We maintain a small fleet of rental

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Our focus on customer service, which we believe is one of our core competitive advantages in the retail marine industry, is critical to our efforts in creating and maintaining long-term customers.

Service, parts

& other accounted for approximately $96.4 million or 7.8% of our revenue during fiscal year 2021, $63.4 million or 6.2% of our revenue during fiscal year 2020 and approximately $61.7 million or 8.0% of our revenue during fiscal year 2019.

We offer new and pre-owned recreational boats and other related marine products and boat services through 70 stores comprising 25 dealer groups in 11 states as of September 30, 2021.

Each store generally includes

an indoor showroom and an outside display area for our new and pre-owned boat inventories, along with a business office to facilitate F&I products and repair and maintenance services facilities.

Dealership Operations and Management

The operational management of our boat dealer groups is decentralized, with certain administrative functions centralized at the corporate level and the primary responsibility of day-to-day operations localized at

the store level.

Each store is managed by a general manager, often a former owner, who oversees the day-to-day operations, human resources and financial performance of that particular individual store.

Typically, each store also has a staff

consisting of sales representatives, an F&I manager, a service manager, a parts manager, maintenance and repair technicians and additional support personnel.

We offer the sale of marine related parts and accessories along with appearance and maintenance products for the marine and other ancillary markets.

The acquisitions of T-H Marine and PartsVu expanded our sale of marine related parts and accessories, including general boat accessories, electronics (GPS, radar, sonar, etc.), original equipment manufacturer (“OEM”)

marine parts, boat performance items, access hatches, deck plates, deck hardware, live well aeration, plumbing fittings, battery trays, fishing rod holders, boat lights, rigging accessories, trolling motor accessories, and safety equipment.

products are sold to boat manufacturers, distributors, big box retailers, boat dealerships and after-market customers.

The acquisition of Ocean Bio-Chem further expanded our Distribution segment.

Ocean Bio-Chem is principally engaged in the manufacture, marketing, and distribution of a broad line

of appearance, performance and maintenance products for the marine, automotive, power sports, recreational vehicle, home care and outdoor power equipment markets, under the Star brite® and Star Tron® brand names.

In addition, Ocean Bio-Chem

produces private label formulations of many of its products for various customers and provide custom blending and packaging services for these and other products.

Ocean Bio-Chem also manufactures, markets and distributes chlorine dioxide-based

deodorizing disinfectant, and sanitizing products under the Star brite® and Performacide® brand names, utilizing a patented delivery system for use with products containing chlorine dioxide

We believe this segment will advance our strategic growth and diversification strategies and is expected to materially expand our addressable market in the parts and accessories business.

We believe that the expansion

will allow us to drive deeper customer engagements through the offer of private label consumable products and may help partially offset the industry cyclicality of boat sales.

In our Dealership segment, we offer new and pre-owned recreational boats and other related marine products and boat services through 96 dealerships in 15 states as of September 30, 2022.

Each dealership generally

includes an indoor showroom and an outside display area for our new and pre-owned boat inventories, along with a business office to facilitate finance & insurance products and repair and maintenance services facilities.

We also have 12

locations spanning 7 states in our Distribution segment.

The use of these facilities varies and primarily includes manufacturing facilities, distribution centers, warehouses, administrative and product testing centers.

Operations and Management

The operational management of our retail locations are decentralized, with certain administrative functions centralized at the corporate level and the primary responsibility of day-to-day operations localized at the

Each location is managed by a general manager, often a former owner, who oversees the day-to-day operations and financial performance of that particular individual location.

Typically, each retail location also has a staff consisting of

sales representatives, a finance & insurance manager, a service manager, a parts manager, maintenance and repair technicians and additional support personnel.

Distribution centers/warehouses typically have an on-site management team and

warehouse workers.

Sales, administrative functions and marketing for distribution centers/warehouses are primarily at a centralized level.

We provide employees with ongoing training, career advancement opportunities and favorable benefit packages as a part of our strategy to attract and retain high quality employees.

Sales training sessions are held

at various locations, including the manufacturers facilities, and cover a broad array of topics from technical product details, features and benefits, to general sales techniques.

Our highly-trained professional sales teams recognize the

importance of building relationships with customers, assisting them in selecting the boat that best fits their needs and making the entire sales process enjoyable, all of which are critical to our successful sales efforts.

The overall focus of

our training program is to provide exemplary customer service.

Sales training sessions are held at

various locations, including the manufacturers’ facilities, and cover a broad array of topics from technical product details, features and benefits, to general sales techniques.

Our highly-trained professional sales teams recognize the importance

of building relationships with customers, assisting them in selecting the boat that best fits their needs and making the entire sales process enjoyable, all of which are critical to our successful sales efforts.

The overall focus of our training

program is to provide exemplary customer service.

Members of our sales teams receive compensation on primarily a commission basis.

Additionally, each manager within a store receives a salary along with incentive compensation based on the performance of the managed

store or their respective departments.

Additionally, each manager within a dealership receives a salary along with incentive compensation based on the performance of the

managed location or their respective departments.

Sales and Marketing

Our sales strategy focuses on highlighting the joys of the boating lifestyle while also providing convenient repair and maintenance services to maintain a stress-free boating experience.

Our sales strategy is built

on our high levels of customer service, hassle-free sales approach, appealing store layouts, highly-trained sales teams and the ability of our sales teams to educate customers and their families on boating.

Our sales strategy is built on

our high levels of customer service, hassle-free sales approach, appealing dealership layouts, highly-trained sales teams and the ability of our sales teams to educate customers and their families on boating.

We constantly aim to provide the

highest levels of customer service and support before, during and after each sale.

Each of our stores offers our customers the opportunity to evaluate a variety of new and pre-owned boats in an environment that is convenient, comfortable and professional.

Our stores provide a full-service

purchasing process, which includes attractive F&I packages and extended third-party service agreements.

We have a number of waterfront stores, most of which include marina-type facilities and docks at which we display our new and pre-owned

These waterfront stores and marinas are easily accessible to boating customers, operate as in-water showrooms and enable our sales team to give potential customers impromptu in-water demonstrations of our various boat models.

team members are providing certain customers with the option of in-person or virtual walkthroughs of inventory and/or private, at home or on water showings.

We continue to expand our online presence and sales through digital platforms to engage

in online new and pre-owned boat sales, parts and accessories as well as F&I products.

We continue to launch tools for our internally developed customer relationship management system, our websites and online sales portals, which we expect

to be further enhanced by our continued investments in digital initiatives.

Each of our dealerships offer our customers the opportunity to evaluate a variety of new and pre-owned boats in an environment that is convenient, comfortable and professional.

Our dealerships provide a full-service

purchasing process, which includes attractive finance & insurance packages and extended third-party service agreements.

We have a number of waterfront dealerships, most of which include marina-type facilities and docks at which we display our

new and pre-owned boats.

These waterfront dealerships and marinas are easily accessible to boating customers, operate as in-water showrooms and enable our sales team to give potential customers impromptu in-water demonstrations of our various boat

Our sales team members are providing certain customers with the option of in-person or virtual walkthroughs of inventory and/or private, at home or on water showings.

We continue to expand our online presence and sales through digital

platforms to engage in online new and pre-owned boat sales, parts and accessories as well as finance & insurance products.

We continue to launch tools for our internally developed customer relationship management system, our websites and online

sales portals, which we expect to be further enhanced by our continued investments in digital initiatives.

We provide customers a diverse offering of boat brands, which span across a multitude of sizes, uses and activities, including leisure, fishing, watersports, luxury and vacation.

We believe this diverse offering of

brands allows us to reach a broad expanse of customers and maximizes our ability to provide high quality service to each customer that walks into one of our stores.

brands allows us to reach a broad expanse of customers and maximizes our ability to provide high quality service to each customer that walks into one of our dealerships.

An important part of our sales strategy is our participation in boat shows and specialized events in areas with high levels of boating activity.

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event and are typically held in January, February, March and toward the end of the boating season at convention centers or marinas that have been rented out by area dealers.

We rely to a certain extent on boat shows to generate sales.

limited ability to participate in boat shows in our existing target markets, including cancellation of boat shows in connection with the COVID-19 pandemic, could have a material adverse effect on our business, financial condition and results of

To the extent boat shows may be delayed or cancelled, we intend to hold complementary sales events on a smaller, more personalized scale where we are able to follow stricter safety precautions and social distancing.

We focus on customer education through personalized education by our sales representatives and other professionals, before, during and after a sale through product demonstrations on the use and operation of their

Typically, one of our delivery professionals or the sales representative delivers the customer’s boat to the customer’s boating location and thoroughly instructs the customer about the operation of the boat, including hands-on

instructions for docking and trailering the boat.

Additionally, we focus on customer education through personalized

education by our sales representatives and other professionals, before, during and after a sale through product demonstrations on the use and operation of their boat.

Typically, one of our delivery professionals or the sales representative delivers

the customer’s boat to the customer’s boating location and thoroughly instructs the customer about the operation of the boat, including hands-on instructions for docking and trailering the boat.

With the addition of T-H Marine and Ocean Bio-Chem, we sell our manufactured and assembled products through national retailers, direct to OEM manufacturers and online.

Our branded and private

label products are sold through national retailers such as Wal-Mart, Tractor Supply, West Marine and Bass Pro Shops.

Additionally, we market our products via online retailers such as Amazon.

We also sell to national and regional distributors that

resell our products to specialized retail outlets.

Suppliers and Inventory Management

We purchase substantially all of our new boat inventory directly from manufacturers.

Manufacturers typically allocate new boats to stores or dealer groups based on the amount of boats sold by the store or dealer

group and their market share.

Manufacturers typically allocate new boats to dealerships or dealer groups based on the amount of boats sold by the dealership or

dealer group and their market share.

We exchange new boats with other dealers to maintain flexibility, meet customer demand and balance inventory.

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We offer a wide array of new boats at various price points through relationships with 50 manufacturers covering 71 brands.

We believe we are currently a top-three customer for 26 of our 68 brands and the single

largest customer for each of our top five highest-selling brands.

We believe we are currently a top-three customer for 30 of our 71 brands and the single largest

customer for each of our top five highest-selling brands.

While we believe our order volume amounts to between 10% to 40% of total sales for those top five brands, no single brand accounts for more than 9% of our total sales volume.

Additionally, our top brand only accounts for approximately 12% of new boat sales.

Additionally,

our top brand only accounts for approximately 13% of new boat sales.

However, sales of new boats from the top ten brands represent approximately 41.8% of our total sales volume for fiscal year 2022.

As part of our business, we enter into renewable annual dealer agreements with boat manufacturers.

Provided that we are in compliance with the material obligations of such dealer agreements, they designate an

exclusive geographical territory for our store to sell a particular boat brand and typically do not restrict our right to sell any other product lines or competing products.

Manufacturers generally establish suggested prices annually, but the actual sales prices remain subject to the sole discretion of the dealer, which highlights the advantage of our lack of reliance on any one

manufacturer.

Manufacturers typically offer discounts and increased inventory financing assistance during the manufacturers’ slow season (generally October through March).

We often capitalize on these opportunities to maximize our profit

margins and increase our product availability during the selling season.

We are also able to transfer boats between our stores to maintain flexibility, meet customer demand and balance inventories.

This flexibility reduces delays in delivery, helps us maximize inventory turnover and

assists in minimizing potential overstock or out-of-stock situations.

Provided that we are in compliance with the material obligations of such dealer agreements, they designate an exclusive

geographical territory for our dealership to sell a particular boat brand and typically do not restrict our right to sell any other product lines or competing products.

We are able to transfer boats between our dealerships to maintain flexibility, meet customer demand and balance inventories.

This flexibility reduces delays in delivery, helps us maximize inventory turnover and assists

in minimizing potential overstock or out-of-stock situations.

We actively monitor our inventory levels to maintain levels appropriate to meet current anticipated market demands.

We are not bound by contractual agreements governing the

amount of inventory that we must purchase in any year from any manufacturer;

We are not bound by contractual agreements governing the amount of

inventory that we must purchase in any year from any manufacturer;

however, the failure to purchase at agreed upon levels may result in the loss of certain manufacturer incentives or dealership rights.

Our inventory turnover ratio, which is calculated as cost of goods sold for the period divided by the average inventory over the same period, was 5.9x, 3.7x, and 2.6x for fiscal years 2021, 2020 and 2019,

respectively.

We also maintain diverse relationships with domestic and international suppliers of products and raw materials that are used in our Distribution segment.

Our sophisticated sourcing model allows us to acquire products

and materials at competitive prices.

We believe that these relationships, many of which have been in place for 10+ years, allows for industry leading delivery times, flexible capacity to support growth, and category expansion.

These relationships

also allow us to reduce capital expenditure requirements to produce core components but allows us to assemble the components or systems our customers need.

Our inventory turnover ratio, which is calculated as cost of goods sold for the period divided by the average inventory over the same period, was 4.6x and 5.9x for fiscal years 2022 and 2021, respectively.

Inventory Financing

Boat and related marine manufacturers customarily provide various levels of interest assistance programs to retailers, which may include periods of free financing or reduced interest rate programs.

assistance may be paid directly to the retailer or the financial institution depending on the arrangements the manufacturer has established.

Boat manufacturers customarily provide various levels of interest assistance programs to retailers, which may include periods of free financing or reduced interest rate programs.

The interest assistance may be paid

directly to the retailer or the financial institution depending on the arrangements the manufacturer has established.

We believe that our financing arrangements with manufacturers are standard within the industry.

We are party to our Inventory Financing Facility (as amended, the “Inventory Financing Facility”).

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.

Effective October 1, 2021,

interest on new boats and for rental units is calculated using the Adjusted 30-Day Average SOFR (as further described in the Third Amendment below).

The interest rate for pre-owned boats is calculated using the new boat rate set forth above

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 our Credit Facility (as defined below).

For additional information relating to the terms of our Inventory Financing Facility, please see

“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Debt Agreements—Inventory Financing Facility.”

We are party to our Inventory Financing Facility (as defined below).

For the year ended September 30, 2022, interest on new boats and for rental unites is calculated using the Adjusted 30-Day Average

SOFR (as defined in the Inventory Financing Facility section below).

For the years ended September 30, 2021 and 2020, interest on new boats and for rental units was calculated using the legacy one month London

Inter-Bank Offering Rate (“LIBOR”).

Our Inventory Financing Facility requires us to pay the benchmark rate plus an applicable margin of 2.75% to 5.00% depending on the age of the inventory.

The interest rate for pre-owned boats is

calculated using the new boat rate set forth above plus 0.25%.

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 our A&R Credit Facility (as defined below).

For additional information relating to the terms of our Inventory Financing Facility, please see “Management’s

Discussion and Analysis of Financial Condition and Results of Operations—Debt Agreements—Inventory Financing Facility.”

We are not dependent on any one customer or group of customers, and no individual customer, or together with its affiliates, contributed on an aggregate basis 10% or more to our revenues.

Our business, along with the entire retail marine industry, is highly seasonal, and such seasonality varies by geographic market.

With the exception of Florida, we generally realize significantly lower sales and

higher levels of inventories, and related floor plan borrowings, in the quarterly periods ending December 31 and March 31.

Revenue generated from our stores in Florida serves to offset generally lower winter revenue in our other states and

enables us to maintain a more consistent revenue stream.

Over the three-year period ended September 30, 2021, the average revenue for the quarters ended December 31, March 31, June 30 and September 30 represented approximately 16%, 23%, 36%,

and 25%, respectively, of our average annual revenues.

Every January, the onset of consumer boat and recreation shows generally marks the beginning of an increase in boat sales which allows us to begin to reduce our inventory levels and related

short-term borrowings for the remainder of the fiscal year.

Our limited ability to participate in boat shows in our existing target markets, including cancellation of boat shows in connection with the COVID-19 pandemic, could have an impact on our seasonality.

To the extent

boat shows may be delayed or cancelled, we intend to hold complementary sales events on a smaller, more personalized scale where we are able to follow stricter safety precautions and social distancing.

Additionally, the COVID-19 pandemic has

caused industry wide supply chain challenges, which have impacted inventory availability especially during peak selling seasons, which may also impact our overall seasonality.

With the exception of Florida, we generally realize significantly lower sales and higher

levels of inventories, and related floor plan borrowings, in the quarterly periods ending December 31 and March 31.

Revenue generated from our dealerships in Florida serves to offset generally lower winter revenue in our other states and enables us

to maintain a more consistent revenue stream.

Over the three-year period ended September 30, 2022, the average revenue for the quarters ended December 31, March 31, June 30 and September 30 represented approximately 18%, 24%, 34%, and 24%,

respectively, of our average annual revenues.

Every January, the onset of consumer boat and recreation shows generally marks the beginning of an increase in boat sales which allows us to begin to reduce our inventory levels and related short-term

borrowings for the remainder of the fiscal year.

Our limited ability to participate in boat shows in our existing target markets, including cancellation of boat shows for any reason, including a pandemic, could have an impact on our seasonality.

To the extent boat

shows may be delayed or cancelled, we intend to hold complementary sales events on a smaller, more personalized scale.

Additionally, the COVID-19 pandemic has caused industry wide supply chain challenges, which has impacted inventory availability

especially during peak selling seasons, which may also impact our overall seasonality.

Our business is also sensitive to weather patterns, such as unseasonably cool weather, prolonged winter conditions, drought conditions (or merely reduced rainfall levels) or excessive rain, which may shorten the

selling season, limit access to certain locations for boating or render boating hazardous or inconvenient, thereby curtailing customer demand for our products and services and adversely affecting our results of operations.

Additionally,

hurricanes and other storms may cause disruptions to our business operations or damage to our inventories and facilities.

We believe our geographic diversity is likely to reduce the overall impact to us of adverse weather conditions in any one

Additionally, hurricanes

and other storms may cause disruptions to our business operations or damage to our inventories and facilities.

We believe our geographic diversity is likely to reduce the overall impact to us of adverse weather conditions in any one market area.

Environmental and Other Regulatory Issues

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significant of these environmental and occupational health and safety laws and regulations include the following federal legal standards that currently exist in the United States, as amended from time to time:

the Clean Air Act (“CAA”), which restricts the emission of air pollutants from many sources, including outboard marine engines, and imposes various pre-construction, operational, monitoring, and reporting requirements, and that the

EPA has relied upon as authority for adopting climate change regulatory initiatives relating to greenhouse gas (“GHG”) emissions;

the Federal Water Pollution Control Act (the “Clean Water Act”), which regulates discharges of pollutants from facilities to state and federal waters and establishes the extent to which waterways are subject to federal jurisdiction

and rulemaking as protected waters of the United States;

the Clean Air Act (“CAA”), which restricts the emission of air pollutants from many sources, including outboard marine engines and chemical manufacturing operations, and imposes various pre-construction, operational, monitoring, and

reporting requirements, and that the EPA has relied upon as authority for adopting climate change regulatory initiatives relating to greenhouse gas (“GHG”) emissions;

rulemaking as protected waters of the United States;

the Oil Pollution Act (“OPA”), which subjects owners and operators of vessels, onshore facilities, and pipelines, as well as lessees or permittees of areas in which offshore facilities are located, to liability for removal costs and

damages arising from an oil spill in waters of the United States;

the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), which imposes liability on generators, transporters, disposers and arrangers of hazardous substances at sites where hazardous substance releases

have occurred or are threatening to occur;

occurred or are threatening to occur;

the Resource Conservation and Recovery Act (“RCRA”), which governs the generation, treatment, storage, transport, and disposal of solid wastes, including hazardous wastes;

the Emergency Planning and Community Right-to-Know Act, which requires facilities to implement a safety hazard communication program and disseminate information to employees, local emergency planning committees, and fire departments

on toxic chemical uses and inventories;

toxic chemical uses and inventories;

the Occupational Safety and Health Act, which establishes workplace standards for the protection of the health and safety of employees, including the implementation of hazard communications programs designed to inform employees about

hazardous substances in the workplace, potential harmful effects of these substances, and appropriate control measures.

Additionally, there exist state and local jurisdictions in the United States where we operate that also have, or are developing or considering developing, similar environmental and occupational health and safety

laws and regulations governing many of these same types of activities, which requirements may impose additional, or more stringent, conditions or controls than required under federal law and that can significantly alter, delay or cancel the

permitting, development, or expansion of operations or substantially increase the cost of doing business.

Environmental and occupational health and safety laws and regulations, including new or amended legal requirements that may arise in the

future to address potential environmental concerns such as air and water impacts or to address perceived human health or safety-related concerns, including a global or national health crisis, are expected to continue to have a considerable

impact on our operations.

As with companies in the marine retail industry generally, and parts and service operations in particular, our business involves the use, handling, storage and contracting for recycling or disposal of

petroleum-based products and wastes, as well as other hazardous and toxic substances and wastes, including gasoline, diesel fuels, motor oil, waste motor oil and filters, transmission fluid, antifreeze, freon, waste paint and lacquer thinner,

batteries, solvents, lubricants, and degreasing agents.

Environmental and occupational health and safety laws and regulations generally impose requirements for the use, storage, management, handling, transport and disposal of these materials,

and restrict the level of pollutants emitted into the environment, including into ambient air, discharges to surface water, and disposals or other releases to surface and below-ground soils and ground water.

Failure to comply with these laws

and regulations may result in the assessment of sanctions, including administrative, civil, and criminal penalties or liabilities to third parties;

the imposition of investigatory, remedial, and corrective action obligations or the incurrence

of capital expenditures;

the occurrence of restrictions, delays or cancellations in the permitting, development, or expansion of projects;

and the issuance of injunctions restricting or prohibiting some or all of our activities in a particular

Moreover, there exist environmental laws that provide for citizen suits, which allow individuals or organizations to act in the place of the government and sue operators for alleged violations of environmental law.

and regulations governing many of these same types of activities, which requirements may impose additional, or more stringent, conditions or controls than required under federal law and that can significantly alter, delay or cancel the permitting,

development, or expansion of operations or substantially increase the cost of doing business.

Environmental and occupational health and safety laws and regulations, including new or amended legal requirements that may arise in the future to address

potential environmental concerns such as air and water impacts or to address perceived human health or safety-related concerns, including a global or national health crisis, are expected to continue to have a considerable impact on our operations.

products and wastes, as well as other hazardous and toxic substances and wastes, including gasoline, diesel fuels, motor oil, waste motor oil and filters, transmission fluid, antifreeze, freon, waste paint and lacquer thinner, batteries, solvents,

lubricants, and degreasing agents.

Environmental and occupational health and safety laws and regulations generally impose requirements for the use, storage, management, handling, transport and disposal of these materials, and restrict the level of

pollutants emitted into the environment, including into ambient air, discharges to surface water, and disposals or other releases to surface and below-ground soils and ground water.

Failure to comply with these laws and regulations may result in

the assessment of sanctions, including administrative, civil, and criminal penalties or liabilities to third parties;

the imposition of investigatory, remedial, and corrective action obligations or the incurrence of capital expenditures;

occurrence of restrictions, delays or cancellations in the permitting, development, or expansion of projects;

and the issuance of injunctions restricting or prohibiting some or all of our activities in a particular area.

Moreover, there exist

environmental laws that provide for citizen suits, which allow individuals or organizations to act in the place of the government and sue operators for alleged violations of environmental law.

Additionally, like other manufacturers, the manufacturing operations of Ocean Bio-Chem are subject to extensive Federal, state and local environmental laws and requirements concerning emissions to the air, discharges

onto land or surface waters, and the generation, handling, storage, transportation, treatment, disposal and remediation of hazardous substances and waste materials.

Many of these laws and regulations provide for substantial fines or penalties.

Existing or future regulations may restrict our operations, increase our costs of operations or require us to make additional capital expenditures.

We are also subject to laws and regulations governing the investigation and remediation of contamination at the facilities we currently or formerly own or operate, as well as at third-party sites to which we send

hazardous substances or wastes for treatment, recycling or disposal.

Some environmental laws, such as CERCLA and similar state statutes, impose strict joint and several liability for the entire cost of investigation or remediation of a

contaminated property and for any related damages to natural resources, upon current or former site owners or operators, as well as persons who arranged for the transportation, treatment or disposal of hazardous substances.

We may also be

subject to third-party claims alleging property damage and/or personal injury in connection with releases of, or exposure to, hazardous substances at our current or former properties or off-site waste disposal sites or from the products we

Additionally, certain of our stores and/or repair facilities utilize underground storage tanks (“USTs”) and aboveground storage tanks (“ASTs”), primarily for storing and dispensing petroleum-based products.

USTs and ASTs are generally subject to federal, state and local laws and regulations that require obtaining financial assurance to own or operate USTs and ASTs, testing and upgrading of tanks and remediation of contaminated soils and

groundwater resulting from leaking tanks.

Some environmental laws, such as CERCLA and similar state statutes, impose strict joint and several liability for the entire cost of investigation or remediation of a contaminated

property and for any related damages to natural resources, upon current or former site owners or operators, as well as persons who arranged for the transportation, treatment or disposal of hazardous substances.

We may also be subject to third-party

claims alleging property damage and/or personal injury in connection with releases of, or exposure to, hazardous substances at our current or former properties or off-site waste disposal sites or from the products we sell.

Additionally, certain of our locations utilize underground storage tanks (“USTs”) and aboveground storage tanks (“ASTs”), primarily for storing and dispensing petroleum-based products.

The USTs and ASTs are generally

subject to federal, state and local laws and regulations that require obtaining financial assurance to own or operate USTs and ASTs, testing and upgrading of tanks and remediation of contaminated soils and groundwater resulting from leaking tanks.

Additionally, if leakage from our USTs or ASTs migrates onto the property of others, we may be liable to third parties for remediation costs, natural resource damages or other damages.

Increasingly strict environmental laws and inspection and enforcement policies, could affect the handling, manufacture, use, emission or disposal of products, other materials or

hazardous and non-hazardous waste.

Stricter environmental, safety and health laws, regulations and enforcement policies could result in increased operating costs or capital expenditures to comply with such laws and regulations.

Additionally, we

are required to have permits for our businesses and are subject to licensing regulations.

These permits and licenses are subject to renewal, modification and in some circumstances, revocation.

For additional information relating to environmental protection, including releases, discharges and emissions into the environment, as well as worker health and safety requirements, please see “Risk Factors— Risks

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Product Liability

Our sale and servicing of boats and other watercraft may expose us to potential liabilities for personal injury or property damage claims relating to the use of such products.

Historically, product liability claims

have not materially affected our business.

Our manufacturers generally maintain product liability insurance, and we maintain third-party liability insurance with respect to the sale and servicing of boats and other watercrafts, which we believe

to be adequate.

Our sale and servicing of boats and other watercraft as well as the sale of parts and accessories which we manufacture may expose us to potential liabilities for personal injury or property damage claims relating to

the use of such products.

Historically, product liability claims have not materially affected our business.

Our manufacturers generally maintain product liability insurance, and we maintain third-party liability insurance with respect to the sale

and servicing of boats and other watercrafts, which we believe to be adequate.

However, we may experience legal claims in excess of our insurance coverage, and those claims may not be covered by insurance.

Furthermore, any significant claims against us, or an increase in insurance premiums resulting from

excessive insurance claims, could adversely affect our business, financial performance and results of operations and result in negative publicity.

Furthermore, any significant claims

against us, or an increase in insurance premiums resulting from excessive insurance claims, could adversely affect our business, financial performance and results of operations and result in negative publicity.

We operate in a highly competitive and fragmented environment.

We face competition from businesses relating to recreational activities, which businesses compete for consumers’ leisure time and discretionary

spending dollars.

We face intense competition within the highly fragmented marine retail industry for customers, quality products, boat show space and suitable store locations.

We face competition from businesses relating to recreational activities, which businesses compete for consumers’ leisure time and discretionary spending

We face intense competition within the highly fragmented marine retail industry for customers, quality products, boat show space and suitable dealership locations.

We rely to a certain extent on boat shows to generate sales.

inability to participate in boat shows in our existing or targeted markets could have a material adverse effect on our business, financial performance and results of operations.

Our inability

to participate in boat shows in our existing or targeted markets could have a material adverse effect on our business, financial performance and results of operations.

We compete primarily with local marine retailers who own three or fewer stores, as well as with a limited number of larger operators, including MarineMax and Bass Pro Shops.

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based on the quality and variety of available products, the price and value of the products and services and attention to customer service.

We face significant competition from our current market and will likely face significant competition in

any new markets that we may enter.

We face significant competition from our current market and will likely face significant competition in any

new markets that we may enter.

We also face competition from retailers in certain markets who sell boat brands, parts and engines that we do not currently carry in such markets.

Additionally, a number of our competitors are large national

or regional chains that have substantially more financial, marketing and other resources than us, especially with regard to those that sell boating accessories.

We also face competition from private sellers of pre-owned boats and online

merchants entering the resale boating industry.

However, we believe that our integrated corporate infrastructure, marketing and sales capabilities, cost structure, industry expertise and customer experience enable us to compete effectively

against these competitors.

Additionally, a number of our competitors are large national or

regional chains that have substantially more financial, marketing and other resources than us, especially with regard to those that sell boating accessories.

We also face competition from private sellers of pre-owned boats and online merchants

entering the resale boating industry.

However, we believe that our integrated corporate infrastructure, marketing and sales capabilities, cost structure, industry expertise and customer experience enable us to compete effectively against these

Intellectual Property

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trademark and a domain name that include our primary brand name “OneWater”.

We rely on a number of trade names with respect to the regional dealer groups that we have

acquired, which we do not re-brand under our “OneWater” mark.

Additionally, we have obtained registered trademarks for Star brite ® , Star Tron ® , Performacide ®

and other trade names used on our products.

We also rely on a number of trade names with respect to the regional dealer groups that we have acquired, which we do not re-brand under our “OneWater” mark.

We view our trademarks as significant assets

because they provide product recognition.

We believe that our trademarks provide protection in the geographic markets we serve, but we cannot assure that our intellectual property rights can be successfully asserted in the future or will not be

invalidated, circumvented or challenged.

We cannot give any assurance that any trade name and trademark applications that we may file in the future will be granted.

We own several patents, the most significant of which relate to a delivery system for use with products containing chlorine dioxide.

In 2021, we were issued a new patent for our ClO 2 delivery system that expires on July 8, 2039.

See “Risk Factors—Risks Related to Our Operations—We may be unable to enforce our intellectual property rights and we may be accused of infringing the

intellectual property rights of third parties, which could have a material adverse effect on our business, financial conditions and results of operations,” in Item 1A of this report for additional information.

Human Capital Resources

As of December 3, 2021, we had 1,785 employees, 1,670 of whom were in store-level operations and 115 of whom were in corporate administration and management.

As of September 30, 2022, we had 2,205 employees, 1,949 of whom were in location-level operations and 256 of whom were in corporate administration and management.

We are not a party to any collective bargaining

We consider our relations with our employees to be excellent.

Throughout our marine retail operations, we are focused on recruiting, developing and retaining the best talent in the industry.

We devote substantial efforts to train employees on utilizing our proprietary

technology, systems and processes for success.

We have developed a robust curriculum covering multiple retail strategies, product and system knowledge, which our employees must develop a proficiency in, prior to working with retail customers.

We believe this differentiates us from others in the retail marine industry and provides our customers with a differentiated experience when dealing with our team.

Throughout our operations, we are focused on recruiting, developing and retaining the best talent in the industry.

We devote substantial efforts to train employees on utilizing our proprietary technology, systems and

processes for success.

We have developed a robust curriculum covering multiple retail strategies, products and system knowledge, which our employees must develop a proficiency in, prior to working with retail customers.

We believe this

differentiates us from others in the marine industry and provides our customers with a differentiated experience when dealing with our team.

We generally believe in paying our employees based on their performance.

This philosophy runs deep within the organization, from executive management, store management, sales consultants, department management and

to select individuals within a department.

We design compensation packages for these employees by providing a competitive base salary and an incentive component where they can earn additional compensation based on the performance of their area

of responsibility or individual sales.

This philosophy runs deep within the organization, from executive management, location management, sales consultants, department management and

select individuals within a department.

responsibility or individual sales.

As a result of our performance-based compensation philosophy, pay levels may vary significantly from year to year and among our various team members.

Our overall philosophy is to pay competitive wages to all team members, which helps us to attract, motivate, and retain a highly qualified team and reduce turnover.

Cash incentive plans and

other bonuses may also be paid and are designed to reward individuals based on the achievement of personal and/or corporate objectives which contribute to our long-term success.

Grants of stock-based awards under our 2020 Omnibus Incentive

Plan are intended to align compensation with increasing long-term shareholder value.

Cash incentive plans and other

bonuses may also be paid and are designed to reward individuals based on the achievement of personal and/or corporate objectives, which contribute to our long-term success.

Grants of stock-based awards under our 2020 Omnibus Incentive Plan are

intended to align compensation with increasing long-term shareholder value.

Our principal executive offices are located at 6275 Lanier Islands Parkway, Buford, Georgia 30518, and our telephone number at that address is 678-541-6300.

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filed with or furnished to the Securities and Exchange Commission (“SEC”) pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

These materials are made available through the Company’s

website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.

In addition to its reports filed or furnished with the SEC, the Company publicly discloses material information from time to time in

its press releases, at annual meetings of shareholders, in publicly accessible conferences and investor presentations, and through its website.

References to the Company’s website in this Form 10-K are provided as a convenience and do not

constitute, and should not be deemed, an incorporation by reference of the information contained on, or available through, the website, and such information should not be considered part of this Form 10-K.

These materials are made available through the Company’s website

as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.

In addition to its reports filed or furnished with the SEC, the Company publicly discloses material information from time to time in its press

releases, at annual meetings of shareholders, in publicly accessible conferences and investor presentations, and through its website.

References to the Company’s website in this Form 10-K are provided as a convenience and do not constitute, and

should not be deemed, an incorporation by reference of the information contained on, or available through, the website, and such information should not be considered part of this Form 10-K.

Our Corporate Structure

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On February 12, 2020, in connection with the IPO, OneWater Inc.

holding company whose sole material asset consists of units in OneWater LLC (the “OneWater LLC Units”).

OneWater LLC holds all of the equity interest in One Water Assets & Operations (“OWAO” or “Opco”), which owns all of our operating

The remainder of the OneWater LLC Units are held by certain Legacy Owners (the “OneWater Unit Holders”).

References in this Form 10-K to the “Legacy Owners” refer to the owners of OneWater LLC as they existed immediately prior to the

Reorganization, including, but not limited to, certain affiliates of Goldman Sachs & Co.

LLC (collectively, “Goldman”), affiliates of The Beekman Group (collectively, “Beekman”) and certain members of our management team.

became a holding

company whose sole material asset consists of units in OneWater LLC (the “OneWater LLC Units”).

OneWater LLC holds all of the equity interest in One Water Assets & Operations (“OWAO”), which owns all of our operating assets.

The remainder of

the OneWater LLC Units are held by certain Legacy Owners (the “OneWater Unit Holders”).

References in this Form 10-K to the “Legacy Owners” refer to the owners of OneWater LLC as they existed immediately prior to the Reorganization, including, but

not limited to, certain affiliates of Goldman Sachs & Co.

LLC, affiliates of The Beekman Group and certain members of our management team.

As the sole managing member of OneWater LLC, OneWater Inc.

operates and controls all of the business and affairs of OneWater LLC, and through OneWater LLC and its subsidiaries, conducts its business.

we consolidate the financial results of OneWater LLC and its subsidiaries and report temporary equity related to the portion of OneWater LLC Units not owned by us, which will reduce net income (loss) attributable to the holders of our Class A

common stock, par value $0.01 per share (“Class A common stock”).

As of December 3, 2021, OneWater Inc.

As a result, we

consolidate the financial results of OneWater LLC and its subsidiaries and report temporary equity related to the portion of OneWater LLC Units not owned by us, which will reduce net income (loss) attributable to the holders of our Class A common

stock, par value $0.01 per share (“Class A common stock”).

As of November 28, 2022, OneWater Inc.

owned 90.9% of OneWater LLC.

Certain of the Legacy Owners hold one share of our Class B common stock, par value $0.01 per share (the “Class B common stock”), for each OneWater LLC Unit such person holds.

Each share of Class B common stock has

no economic rights but entitles its holder to one vote on all matters to be voted on by shareholders generally.

Holders of Class A common stock and Class B common stock vote together as a single class on all matters presented to our

stockholders for their vote or approval, except as otherwise required by applicable law or by our amended and restated certificate of incorporation.

Each share of Class B common stock has no

economic rights but entitles its holder to one vote on all matters to be voted on by shareholders generally.

Holders of Class A common stock and Class B common stock vote together as a single class on all matters presented to our stockholders for

their vote or approval, except as otherwise required by applicable law or by our amended and restated certificate of incorporation.

We do not intend to list Class B common stock on any exchange.

Under the fourth amended and restated limited liability company agreement of OneWater LLC (the “OneWater LLC Agreement”), each of OneWater Unit Holders has, subject to certain limitations, the right (the

“Redemption Right”) to cause OneWater LLC to acquire all or a portion of its OneWater LLC Units for shares of Class A common stock of OneWater Inc.

to acquire all or a portion of its OneWater LLC Units for shares of Class A common stock of OneWater Inc.

on a one-for-one basis or, at OneWater LLC’s election, an equivalent amount of cash.

Alternatively, upon the exercise of the Redemption Right, OneWater Inc.

(instead of OneWater LLC) will have the right (the “Call Right”) to, for administrative convenience, acquire each tendered OneWater LLC Unit directly from the redeeming

OneWater Unit Holder for, at its election, (x) one share of Class A common stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an equivalent amount of cash.

In connection with any redemption of OneWater LLC Units pursuant to the Redemption Right or the Call Right, the corresponding number of shares of Class B common stock will be cancelled.

Under the Registration Rights Agreement (defined below) we

entered into with certain of the Legacy Owners in connection with the IPO, such Legacy Owners have the right, under certain circumstances, to cause us to register the offer and resale of their shares of Class A common stock.

Alternatively, upon the exercise of the Redemption Right,

OneWater Inc.

(instead of OneWater LLC) will have the right (the “Call Right”) to, for administrative convenience, acquire each tendered OneWater LLC Unit directly from the redeeming OneWater Unit Holder for, at its election, (x) one share of Class

A common stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an equivalent amount of cash.

In connection with any redemption of OneWater LLC Units pursuant to

the Redemption Right or the Call Right, the corresponding number of shares of Class B common stock will be cancelled.

Under the Registration Rights Agreement (defined below) we entered into with certain of the Legacy Owners in connection with the

IPO, such Legacy Owners have the right, under certain circumstances, to cause us to register the offer and resale of their shares of Class A common stock.

Executive Officers and Directors

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Executive Officers

Austin Singleton has

served as our Chief Executive Officer and Director since April 2019, the Chief Executive Officer of OneWater LLC since its formation in 2014, and the Chief Executive Officer of Singleton Marine, which later merged with Legendary Marine to

form OneWater LLC, since 2006.

Singleton served on the Board of Managers of OneWater LLC since its formation in 2006 until the Reorganization.

Singleton first joined Singleton Marine in 1988, shortly after his family founded Singleton

Marine in 1987.

Austin Singleton has served as our Chief Executive Officer and Director since April 2019, the Chief Executive Officer of OneWater LLC since

its formation in 2014, and the Chief Executive Officer of Singleton Marine, which later merged with Legendary Marine to form OneWater LLC, since 2006.

Singleton served on the Board of Managers of OneWater LLC since its formation in 2006 until

the Reorganization.

Singleton first joined Singleton Marine in 1988, shortly after his family founded Singleton Marine in 1987.

Prior to his role as the Chief Executive Officer of OneWater LLC, Mr.

Singleton worked in substantially all positions within the dealership from the fuel dock, to the service department, to the sales department, to general

Singleton worked in substantially all

positions within the dealership from the fuel dock, to the service department, to the sales department, to general manager.

Singleton studied Business and Finance at Auburn University.

Singleton was selected as a director due to his management and extensive industry experience.

Anthony Aisquith has

served as our President and Chief Operating Officer since April 2019, as a Director since May 2020, and as the President and Chief Operating Officer of OneWater LLC (including its predecessor entity, Singleton Marine) since 2008.

served on the Board of Managers of OneWater LLC from 2014 until the Reorganization.

Aisquith has 25 years of experience in the boating industry, and prior to joining OneWater LLC in 2008, he held several senior management positions at

MarineMax (NYSE:

Specifically, from 2003 to 2008, he served as Vice President, and from 2000 to 2008, he served as a Regional President, overseeing MarineMax’s operations in Georgia, North and South Carolina, Texas and California.

to serving as Regional President, Mr.

Singleton was selected as a director due to his

management and extensive industry experience.

Anthony Aisquith has served as our President and Chief Operating Officer since April 2019, as a Director since May 2020, and as the President

and Chief Operating Officer of OneWater LLC (including its predecessor entity, Singleton Marine) since 2008.

Aisquith served on the Board of Managers of OneWater LLC from 2014 until the Reorganization.

Aisquith has 25 years of experience in

the boating industry, and prior to joining OneWater LLC in 2008, he held several senior management positions at MarineMax (NYSE:

Specifically, from 2003 to 2008, he served as Vice President, and from 2000 to 2008, he served as a Regional

President, overseeing MarineMax’s operations in Georgia, North and South Carolina, Texas and California.

Prior to serving as Regional President, Mr.

Aisquith held a variety of management and sales positions at MarineMax.

Before joining MarineMax in June of 1985, Mr.

Before joining MarineMax in

June of 1985, Mr.

Aisquith worked for ten years in the auto industry.

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Aisquith’s extensive industry experience and his familiarity with the Company qualify him to serve as a director.

Jack Ezzell has

served as our Chief Financial Officer since April 2019 and as the Chief Financial Officer of OneWater LLC since 2017.

Ezzell has over 25 years of accounting and finance experience, with over 18 years of experience in the boating

industry specifically.

Jack Ezzell has served as our Chief Financial Officer since April 2019 and as the Chief Financial Officer of OneWater LLC since 2017.

Ezzell has over 25 years of accounting and finance experience, with over 18 years of experience in the boating industry specifically.

Immediately prior to beginning his tenure as Chief Financial Officer of OneWater LLC, Mr.

Ezzell was a General Manager at MarineMax (NYSE:

HZO), where he oversaw all dealership operations at MarineMax’s Clearwater and

Ezzell was a General

Manager at MarineMax (NYSE:

HZO), where he oversaw all dealership operations at MarineMax’s Clearwater and St.

Petersburg, Florida locations.

From 2010 to 2015, Mr.

Ezzell served as Chief Accounting Officer of Masonite International Corporation (NYSE:

DOOR), and from 1998 to 2010, he served as the Controller and as the Chief Accounting Officer

at MarineMax.

Ezzell served as Chief Accounting Officer of Masonite International Corporation

DOOR), and from 1998 to 2010, he served as the Controller and as the Chief Accounting Officer at MarineMax.

Prior to joining MarineMax, Mr.

Ezzell began his career as an auditor for Arthur Andersen.

Ezzell is a Certified Public Accountant and obtained his Bachelor of Science in Accounting from Western Carolina University.

Ezzell is a Certified Public

Accountant and obtained his Bachelor of Science in Accounting from Western Carolina University.

Non-Employee Directors

served on our Board of Directors since the closing of our IPO in February 2020 and served as Chairman of the Board of Managers of OneWater LLC from 2015 until the Reorganization.

Legler is a business lawyer representing clients in

corporate, commercial, and real estate law, and is a majority shareholder of the law firm Kirschner & Legler, P.A.

Legler was a director of IMC Mortgage Company and Stein Mart, Inc.

SMRT) (“Stein Mart”), both public

companies, and served as general counsel to Stein Mart until his retirement in 2019.

Legler has served as Director to a number of private companies in the healthcare, software development, international transportation, automotive retail,

and real estate development fields.

Legler has served on our Board of Directors since the closing of our IPO in February 2020 and served as Chairman of the Board of

Managers of OneWater LLC from 2015 until the Reorganization.

Legler is a business lawyer representing clients in corporate, commercial, and real estate law, and is a majority shareholder of the law firm Kirschner & Legler, P.A.

was a director of IMC Mortgage Company and Stein Mart, Inc.

SMRT) (“Stein Mart”), both public companies, and served as general counsel to Stein Mart until his retirement in 2019.

Legler has served as Director to a number of private

companies in the healthcare, software development, international transportation, automotive retail, and real estate development fields.

Legler received a B.A.

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Our Board of Directors believes Mr.

Legler is qualified to serve

on our Board of Directors because of his public company experience and his general legal expertise.

appointed to our Board of Directors on May 12, 2020.

Legler is qualified to serve on our Board of Directors because of his public company experience and his general legal expertise.

Harlam was appointed to our Board of Directors on May 12, 2020.

Harlam is a business leader, marketer, educator and author.

From April 2018 to March 2020, Ms.

April 2018 to March 2020, Ms.

Harlam has served as, Chief Marketing Officer North America at Hudson’s Bay Company (TSX:

She has also served on the Board of Directors of Eastern Bankshares, Inc.

EBC) since February 2014, of Aterian, Inc.

EBC) since February 2014, of Aterian,

ATER) since February 2020, of Rite Aid Corporation (NYSE:

RAD) since September 2020, and of Champion

Petfoods, LP since March 2020.

Prior to her time at Hudson’s Bay Company, she was EVP, Membership, Marketing & Analytics at BJ’s Wholesale Club (NYSE:

RAD) since September 2020, and of Champion Petfoods, LP since March 2020.

Prior to her time at Hudson’s Bay Company, she was EVP, Membership, Marketing & Analytics at BJ’s

Wholesale Club (NYSE:

BJ) from July 2012 to December 2016.

Before joining BJ’s Wholesale Club, she served as

Chief Marketing Officer at Swipely, now called Upserve, from August 2011 to July 2012 and prior to that, she served as SVP, Marketing at CVS Health (NYSE:

Before joining BJ’s Wholesale Club, she served as Chief Marketing Officer at Swipely, now called Upserve, from August 2011 to July 2012 and prior to that, she served as SVP, Marketing at

CVS Health (NYSE:

CVS) from 2000 to August 2011.

Early in her career, she was a Professor at Columbia

University from July 1989 to July 1992 and The University of Rhode Island from July 1992 to July 2000.

In addition, she was an Adjunct Professor at The Wharton School at The University of Pennsylvania from January 2015 to May 2018.

received a Bachelor of Science in Marketing and Decision Sciences, a Master of Science in Econometrics and a Ph.D.

in Marketing from The University of Pennsylvania, The Wharton School.

Early in her career, she was a Professor at Columbia University from July 1989 to July 1992 and The University of Rhode Island from July 1992 to July 2000.

In addition, she was an Adjunct Professor

at The Wharton School at The University of Pennsylvania from January 2015 to May 2018.

She received a Bachelor of Science in Marketing and Decision Sciences, a Master of Science in Econometrics and a Ph.D.

in Marketing from The University of

Pennsylvania, The Wharton School.

Our Board of Directors believes that Ms.

qualified to serve on our Board of Directors because of her extensive business and marketing experience as well as her prior board experience.

Harlam is qualified to serve on our Board of Directors because of her extensive business and marketing experience as well as her prior board experience.

Christopher W.

has served on our Board of Directors since the closing of our IPO.

Bodine retired as President, Health Care Services at CVS Caremark Corporation (NYSE:

Bodine has served on our Board of Directors since the closing of our IPO.

Bodine retired as President, Health Care Services

at CVS Caremark Corporation (NYSE:

CVS) (“CVS Caremark”) after 24 years with CVS Caremark in 2009.

During his tenure as

President, Mr.

Bodine was responsible for Strategy, Business Development, Trade Relations, Sales and Account Management, Pharmacy Merchandising, Marketing, Information Technology, and Minute Clinic.

Bodine was formerly a Director at Allergan plc (NYSE:

AGN) and is currently a Director at ContinuumRX Services, Inc.

Bodine is also a Venture Partner at NewSpring Capital.

Prior to these positions, he was a director at Fred’s, Inc.

FRED) and Nash-Finch Company.

Bodine formerly served as a Trustee for Bryant University and is active with the Juvenile Diabetes Research Foundation and the American

Heart Association.

During his tenure as President, Mr.

Bodine was responsible for Strategy, Business Development, Trade Relations, Sales and Account Management,

Pharmacy Merchandising, Marketing, Information Technology, and Minute Clinic.

Bodine is currently Chairman and Director of ContinuumRX Services, Inc.

Bodine is also a Venture Partner at NewSpring Capital and a Director of Russell Medical

Center Foundation.

Prior to these positions, he was a director at Allergan Plc, Fred’s, Inc., and Nash-Finch Company.

Bodine formerly served as a Trustee for Bryant University and is active with the Juvenile Diabetes Research Foundation and

the American Heart Association.

Bodine attended Troy State University and received an Honorary Doctorate Degree in Business Administration from Johnson & Wales University.

Our Board of Directors believes Mr.

Bodine is qualified to serve on our

Board of Directors because of his prior leadership experience and his public company experience.

served on our Board of Directors since the closing of our IPO and served on the Board of Managers and on the Compensation Committee of OneWater LLC (including its predecessor entity, Singleton Marine) from 2012 until the Reorganization.

Lamkin currently serves as the Chief Executive Officer of Sea Oats Group, a family office focused on luxury lifestyle businesses, and has served in this capacity since 2001.

In addition to his role at Sea Oats Group, he serves as the Chief

Executive Officer of Cinnamon Shore, a beach town development in Texas, and he is involved with the development of Lively Beach, a beach town development in Texas.

Bodine is qualified to serve on

our Board of Directors because of his prior leadership experience and his public company experience.

Steven Roy has served on our Board of Directors since August 2022.

Roy has served as an independent financial advisor since 2019,

managing investment activities for a large family office.

Prior to working independently, Mr.

Roy was the Chief Financial Officer for AAA Cooper Transportation (“ACT”) from 2004 to 2019, a multi-regional logistics company.

Roy simultaneously

served as a member of the ACT Board of Directors.

Prior to that, he was the Executive Vice-President and Chief Financial Officer of Movie Gallery, Inc., a Nasdaq-listed video specialty retailer.

Roy has served on the University of Alabama

President’s Cabinet, and as a Director at the Business Council of Alabama and the Dothan Area Chamber of Commerce.

Roy earned his B.S.

in Accounting from the University of Alabama.

Our Board of Directors believes that Mr.

Roy is qualified to

serve on our Board of Directors because of his public company experience, as well as his financial and leadership background.

Lamkin has served on our Board of Directors since the closing of our IPO and served on the Board of Managers and on the

Compensation Committee of OneWater LLC (including its predecessor entity, Singleton Marine) from 2012 until the Reorganization.

Lamkin currently serves as the Chief Executive Officer of Sea Oats Group, a family office focused on luxury

lifestyle businesses, and has served in this capacity since 2001.

In addition to his role at Sea Oats Group, he serves as the Chief Executive Officer of Cinnamon Shore, a beach town development in Texas, and he is involved with the development of

Lively Beach, a beach town development in Texas.

Prior to his positions with Sea Oats Group and Cinnamon Shore, Mr.

spent approximately 16 years in the advertising and marketing industry, specializing in non-traditional media solutions, where he advised many Fortune 100 companies on marketing investments.

Lamkin received a Bachelor of Science with a

concentration in Management and a minor in Economics from Towson State University.

Lamkin spent approximately 16 years in the advertising and marketing industry, specializing in non-traditional media solutions,

where he advised many Fortune 100 companies on marketing investments.

Lamkin received a Bachelor of Science with a concentration in Management and a minor in Economics from Towson State University.

Our Board of Directors believes Mr.

Lamkin is qualified to serve on our Board of Directors because of his extensive business experience and his familiarity

with OneWater LLC.

qualified to serve on our Board of Directors because of his extensive business experience and his familiarity with OneWater LLC.

Schraudenbach has served on our Board of Directors since the closing of our IPO.

Schraudenbach is a partner with The Goodwin Group, an executive retained search firm.

joining Goodwin, Mr.

Schraudenbach held various positions at Ernst & Young for 37 years until his retirement in June 2019.

He served as the Americas Senior Client Service Partner at Ernst & Young

beginning in 2014, where he established structure and policies for Ernst & Young’s Americas Assurance practice.

Prior to joining Goodwin, Mr.

Schraudenbach held various positions at Ernst & Young for 37 years until his

retirement in June 2019.

He served as the Americas Senior Client Service Partner at Ernst & Young beginning in 2014, where he established structure and policies for Ernst & Young’s Americas Assurance practice.

Prior to this, Mr.

Schraudenbach was the Managing Partner of Business Development for the Southeast U.S.

Region and an Audit

Schraudenbach serves on the University of Georgia Foundation Board as well as various other civic organizations.

Schraudenbach received both a Bachelor and Masters of Accounting

from the University of Georgia.

He was a Certified Public Accountant.

Region and an Audit Partner.

Schraudenbach serves on the board of Printpack, Inc a private manufacturer of packaging materials for consumer products and

other industries.

Schraudenbach also serves on the University of Georgia Foundation Board as well as various other civic organizations.

Schraudenbach received both a Bachelor and Masters of Accounting from the University of Georgia.

was a Certified Public Accountant.

Our Board of Directors believes Mr.

Schraudenbach is qualified to serve on our Board of Directors because of his substantial financial and audit expertise.

served on our Board of Directors since the closing of our IPO and served on the Board of Managers and as Chairman of the Compensation Committee of OneWater LLC from October 2016 until the Reorganization.

Troiano is the Managing Partner

and CEO of The Beekman Group, which he co-founded in 2004.

Troiano spent two years at the mergers and acquisitions boutique firm Gleacher & Company, Inc.

Troiano has served on our Board of Directors since the closing of our IPO and served on the Board of Managers and as Chairman of the

Compensation Committee of OneWater LLC from October 2016 until the Reorganization.

Troiano is the Managing Partner and CEO of The Beekman Group, which he co-founded in 2004.

Troiano spent two years at the mergers and acquisitions boutique

firm Gleacher & Company, Inc.

before joining Onex Corporation (TSX:

ONEX) in 1996, where he became a Managing

Director in Onex Corporation’s New York office in 1999.

Troiano serves on the Board and is a Chairman of numerous Beekman portfolio companies.

Troiano is on the board of two academic institutions and is involved with various

charitable organizations.

ONEX) in 1996, where he became a Managing Director in Onex Corporation’s New York office in 1999.

Troiano serves on the Board and is a Chairman of numerous Beekman

portfolio companies.

Troiano is on the board of two academic institutions and is involved with various charitable organizations.

Troiano graduated summa cum laude with a B.S.

in Economics from The Wharton School of The University of Pennsylvania with concentrations in Finance and Accounting.

in Economics from The Wharton School of The University of

Pennsylvania with concentrations in Finance and Accounting.

Troiano then earned an M.B.A.

Business School.

from Harvard Business School.

Our Board of Directors believes Mr.

Troiano is qualified to serve on our Board of Directors because of his financial expertise and prior professional experience.

served on our Board of Directors since the closing of our IPO and served on the Board of Managers of OneWater LLC from 2015 until the Reorganization.

Style has over 20 years of finance and accounting experience and is a Managing

Director at The Presidio Group, a leading merchant bank and investment banking advisor in the retail automotive sector.

From March 2017 to February 2018, Mr.

Style served as interim Chief Financial

Officer of OneWater LLC.

Troiano is qualified to serve on our Board of Directors because of his financial

expertise and prior professional experience.

Style has served on our Board of Directors since the closing of our IPO and served on the Board of Managers of OneWater LLC from 2015

until the Reorganization.

Style has over 25 years of finance and accounting experience and is a Managing Director at The Presidio Group, a leading merchant bank and investment banking advisor in the retail automotive sector.

From March 2017 to

February 2018, Mr.

Style served as interim Chief Financial Officer of OneWater LLC.

Prior to OneWater LLC, Mr.

Style served as the Senior Vice President and Chief Financial Officer of Asbury Automotive Group, Inc.

ABG) (“Asbury”), a Fortune 500 company and one of the largest automotive

retailers in the United States.

ABG) (“Asbury”), a Fortune

500 company and one of the largest automotive retailers in the United States.

After joining Asbury in 2003, Mr.

Style held various roles in SEC Reporting, Treasury, Compliance, Investor Relations, Risk Management, Dealership Services and Process Innovation.

Style held various roles in SEC Reporting, Treasury, Compliance, Investor Relations, Risk Management, Dealership Services and Process

Prior to joining Asbury, Mr.

2 unchanged sentences

in Economics and Business from Lafayette College.

Our Board of Directors believes that Mr.

Style is qualified to

serve on our Board of Directors because of his industry and public company experience, as well as his financial and leadership background.

Our Board of Directors

believes that Mr.

Style is qualified to serve on our Board of Directors because of his industry and public company experience, as well as his financial and leadership background.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business